“Rifford Department” behind the mixed reform of Tianjin Pharmaceutical Group

Shenzhen Qianhai Furong Asset Management Co., Ltd. (hereinafter referred to as “Qianhai Furong”) has become a shareholder of two other listed companies after withdrawing from the fixed increase plan of a listed company. < / P > < p > recently, Tianjin Pharmaceutical Group Co., Ltd. (hereinafter referred to as “TIANYAO group”) signed a mixed reform contract, and Tianjin Hushen Biomedical Technology Co., Ltd. (hereinafter referred to as “Tianjin Hushen pharmaceutical company”), which was established by Shanghai liuliguang Pharmaceutical Development Co., Ltd. and Qianhai Furong, officially acquired 67% equity of TIANYAO group. As a result, Tianjin Shanghai Shenzhen Pharmaceutical Co., Ltd. indirectly controls ZHONGXIN PHARMACEUTICAL (600329. SH) and TIANYAO shares (600488. SH) of TIANYAO group. Qianhai Furong, which holds 34% of the shares of Tianjin, Shanghai and Shenzhen Pharmaceutical Co., Ltd., became an indirect shareholder of Zhongxin Pharmaceutical Co., Ltd. and TIANYAO Co., Ltd. < / P > < p > just half a year ago, Qianhai Furong withdrew from Guyue Longshan (600059.sh) 1.1 billion yuan fixed increase plan, causing market attention. Guo Jingwen, the actual controller of Qianhai Furong and its controlling shareholder Shenzhen yierde Investment Co., Ltd. (hereinafter referred to as “yierde company”), is the relative of Guo min, the core figure of “rifford family”. Guo min is another shareholder of Yingtou holding, a subsidiary of Qianhai Furong holding company. In the process of TIANYAO group’s mixed reform, “Ruifu Department” appeared frequently. In an interview with China business daily, the relevant person in charge of Qianhai Furong said, “since its establishment, Qianhai Furong has always adhered to the business philosophy of value investment and industry serving the country, and its investment in real industries such as Tianjin medicine is in line with Qianhai Furong’s consistent strategic planning. As a private enterprise in Shenzhen, our participation in the mixed ownership reform is in response to the call of the national policy. We can promote the win-win situation of state-owned enterprises and private enterprises through complementary advantages, which will help the three major urban agglomerations of Tianjin, Shanghai and Shenzhen form a new pattern of coordinated development of pharmaceutical and health industry clusters. ” The person in charge said. < / P > < p > at the aforementioned Forum on the signing of the strategic cooperation framework agreement, five representatives from Tianjin, Shanghai and Shenzhen Pharmaceutical Co., Ltd., the participant of the mixed reform, attended the meeting, four of whom were from Qianhai Furong. < / P > < p > on the last day of the end of 2020, a forum on the mixed reform of TIANYAO group was quietly held. Before that, TIANYAO group held a huge signing ceremony for the mixed reform on December 19, 2020. < / P > < p > TIANYAO group, located in Hexi District of Tianjin, can be traced back to Tianjin Pharmaceutical Administration, which was established in 1979. After many times of restructuring, it has developed into a comprehensive pharmaceutical group with five main parts of green traditional Chinese medicine, chemical raw materials, chemical preparations and biological drugs, characteristic medical devices and modern commercial logistics. TIANYAO group holds two listed companies, namely Zhongxin pharmaceutical and TIANYAO shares, as well as Maida Technology (430220. OC), a listed company on the new third board. On September 29, 2020, TIANYAO group’s mixed reform project was publicly listed in Tianjin property rights trading center. After three months, Tianjin, Shanghai and Shenzhen pharmaceutical company won 67% of TIANYAO group. < / P > < p > according to the industrial and commercial registration information, Tianjin Shanghai Shenzhen Pharmaceutical Co., Ltd. was established on October 21, 2020 with a registered capital of 5 billion yuan. The company is jointly funded by Shanghai liuliguang Pharmaceutical Development Co., Ltd. (hereinafter referred to as “Shanghai liuliguang”), Qianhai Furong, Shenzhen ruice biomedical Development Co., Ltd. (hereinafter referred to as “Shenzhen ruice”) and Hainan Special Economic Zone Yousheng enterprise management partnership (limited partnership) (hereinafter referred to as “Hainan Yousheng”), holding 35%, 34%, 16% and 15% equity of the company respectively. In particular, the company has no actual controller. Among them, Shanghai liuliguang is a subsidiary of Shanghai state-owned enterprise Shanghai industry (Group) Co., Ltd. Although Qianhai Furong, the second largest shareholder, and Shanghai liuliguang, the first largest shareholder, have only 1% difference in equity, Shanghai liuliguang has one vote veto power in major decisions of the company. < / P > < p > according to the company’s articles of association, the company has six directors, including two from Shanghai liuliguang, two from Qianhai Furong, one from Shenzhen Ruishi and one from Hainan Yousheng. When voting at the board meeting, each director shall have one vote. Resolutions of the board of directors can be passed only with the consent of more than half of the directors. Resolutions on relevant major matters can only be passed with the consent of more than two thirds of all directors. The Directors recommended by Shanghai liuliguang have one vote veto power on major matters. < / P > < p > however, it is worth noting that at the aforementioned Forum on the signing of the strategic cooperation framework agreement, five representatives from Tianjin, Shanghai and Shenzhen Pharmaceutical Co., Ltd., the participant of the mixed reform, attended the meeting, four of whom were from Qianhai Furong, including Guo Tao, the chairman of Qianhai Furong, and three senior executives of Yingtou holding shares. < / P > < p > with the promotion of the mixed reform of TIANYAO group, its two listed subsidiaries, Zhongxin pharmaceutical and TIANYAO shares, successively disclosed the tender offer report. “After the completion of the mixed reform, Tianjin, Shanghai and Shenzhen Pharmaceutical Co., Ltd. will indirectly hold more than 30% of the voting shares of Zhongxin pharmaceutical and TIANYAO through TIANYAO group. In accordance with the securities law and the administrative measures for the acquisition of listed companies, Tianjin, Shanghai and Shenzhen pharmaceutical company shall perform the legal obligation of tender offer. ” It is reported that on December 22, 2020, Tianjin state owned Assets Management Commission issued the reply on matters related to indirect transfer of shares of listed companies involved in the mixed reform of Pharmaceutical Group. The follow-up of the mixed reform needs to obtain the approval of the state-owned assets supervision and administration department on the indirect transfer of state-owned shares of listed companies, and pass the examination of the concentration of operators by the State Administration of market supervision and administration. < / P > < p > the reporter interviewed TIANYAO group about the latest progress of the company’s mixed reform and asked, “it’s still in the process.” A person in charge of the company’s Publicity Department said. In May 2020, Guyue Longshan, a state-owned enterprise producing and selling yellow rice wine in Zhejiang Province, announced that the company plans to introduce Qianhai Furong and Zhejiang Yingjia Technology Co., Ltd. (hereinafter referred to as “Yingjia technology”) as its strategic investors. After equity penetration, the actual controllers of Qianhai Furong and Yingjia technology are Guo Jingwen. < / P > < p > after that, Guyue Longshan revised the fixed value-added plan in July 2020, and the issuance target was adjusted from Qianhai Furong and Yingjia technology to “no more than 35 specific investors”. < / P > < p > regarding the participation in the mixed reform of TIANYAO group, the relevant person in charge of Qianhai Furong said, “since last year, affected by the epidemic, the medical and pharmaceutical health industries have received attention from all levels, which has great investment commercial value and social value of people’s livelihood.” < / P > < p > according to earlier media reports, Guo min was the soul of the “Ruifu Department” in the capital market in his early years, and Yingtou holdings and Qianhai Furong were both their asset platforms. Yingtou holdings was founded in 2004, mainly engaged in equity investment, business scope involved in traditional industries, finance, real estate development and other businesses. In the early years, “Ruifu Department” carried out capital operation through Yingtou holding, and successively set foot in the equity of * ST Shengrun (now renamed “Fuao shares”), * ST Zhonghua a, Tianke (now renamed “Haohua technology”) and other listed companies. < / P > < p > according to the public information, in 2006, Yingtou Holdings (then known as “Shenzhen vision investment”) took advantage of the opportunity of share reform to hold 23.44% of Tianke shares through its Chengdu vision technology, Chengdu Meichen technology and Shenyang Yijie electronic machinery. On September 12, 2007, Tianke announced that “Southwest Research Institute of chemical industry, which holds 23.13% of the company’s shares (restricted shares), is no longer the actual controller of the company; while Chengdu vision technology, Chengdu Meichen technology and Shenyang Yijie Electronic Machinery Co., Ltd. jointly hold 24.51% of the company’s restricted shares, and its recommended directors are removing and replacing the chairman, annual report and other major resolutions of the board of directors It’s highly consistent in China. ” < / P > < p > at the same time, in the self inspection report of that year, Tianke pointed out that “the small equity ratio gap between the major shareholders of the company has not been really solved. Once there are differences among major shareholders, the normal operation and management of the company will be negatively affected. In fact, this situation appeared after the board of directors adjusted the selection of chairman in February 2007. Due to the different opinions of the shareholders on the adjustment of the chairman of the board of directors, the operation of the board of directors of the company is in an abnormal state, leading to the opposition between the board of supervisors and the board of directors of the company, leading to problems in the implementation of the resolutions of the board of directors by the managers of the company, seriously affecting the external image of the company and adversely affecting the development of the company. ” < p > < p > to this end, China Haohua, a subsidiary of China National Chemical Corporation, has replaced Southwest Research Institute of chemical industry as the major shareholder of Tianke through equity transfer. China Haohua and Yingtou became the largest shareholder and the second largest shareholder of Tianke. < / P > < p > in September 2013, the “rifford series” challenged the controlling position of China Haohua. Yingtou holdings suddenly increased its holdings of Tianke shares, with a total shareholding ratio of 23.19%, becoming the largest shareholder of Tianke shares. China Haohua and the persons acting in concert held 24.16% of the shares of Sinochem, ranking as the actual controllers. < / P > < p > in May 2014, Sinochem counterattacked by increasing its holdings. In the end, Sinochem’s assets and China Haohua held 29.14% of the shares, widening the shareholding gap with Yingtou holdings. < / P > < p > in August 2015, the environmental protection asset restructuring led by Yingtou holdings started to advance, but it failed because of the “no support” of China’s chemical industry. < / P > < p > after the equity ratio fell behind and the restructuring was blocked, Yingtou holdings and China Haohua launched many rounds of tug of war, and the “contradiction” continued to be difficult to solve. Until September 2018, China Haohua injected the equity of more than 10 subsidiaries into the listed company. The asset restructuring passed the voting of the general meeting of shareholders, and the “mutual pinch” between the two sides came to an end. < / P > < p > today, China Haohua and Yingtou holdings are still the largest and second largest shareholders of Tianke (now renamed “Haohua technology”). However, China Haohua holds 66.92% of the shares and Yingtou holds 7.69% of the shares. < / P > < p > Disclaimer: the purpose of this article reprinted by CNFC is to convey more information, and it does not represent the opinions and positions of CNFC. The content of this article is for reference only, and does not constitute an investment proposal. Investors operate on this basis at their own risk. < p > < p > Chinanet is a state key news website under the leadership of the Information Office of the State Council and the management of China foreign language publishing and Distribution Bureau. Through 11 versions in 10 languages, the website publishes information 24 hours a day. It is an important window for China to carry out international communication and information exchange.