The mystery of Boya biological real controller: Cai Dajian or “invisible” control of Gao Tejia

On December 15, the independent director of Boya biopharmaceutical Group Co., Ltd. (hereinafter referred to as “Boya biopharmaceutical”, 300294. SZ) wrote back to Shenzhen stock exchange according to the verification report issued by the law firm. Cai Dajian, the chairman of Shenzhen gaotejia Investment Group Co., Ltd. (hereinafter referred to as “gaotejia group”), the controlling shareholder of Boya biopharmaceutical Group Co., Ltd., held 56.4392% of the equity of gaotejia group. < / P > < p > the reporter of China business daily noticed that before that, Boya bio had been claiming that there was no actual controller in the company and its controlling shareholder, gaotejia group. < / P > < p > does the information in the above verification report contradict Boya bio’s view, and does it involve the violation of Xinpi? On December 24, Boya bio Securities Department said in an interview with reporters that the company has been strictly abiding by the relevant laws and regulations and the provisions on information disclosure in the corporate governance system, and there is no Information Disclosure Violation identified by the securities regulatory department and Shenzhen Stock Exchange. < / P > < p > in addition, the reporter noticed that after the “peach storm”, part of CAI Dajian’s equity has changed. Tianyan survey shows that the controlling shareholders of Shenzhen Sunshine Jiarun Investment Co., Ltd. (hereinafter referred to as “sunshine Jiarun”), Shenzhen Jiaxing Herun Investment Co., Ltd. (hereinafter referred to as “Jiaxing Herun”) and Shenzhen susuda Investment Co., Ltd. (hereinafter referred to as “susuda”) actually controlled by Cai Dajian have become natural person Jin Huili. The reporter confirmed the above information to Boya biology. On December 23, the reporter learned from gaotejia group that the internal organizational structure of gaotejia group was being adjusted. At present, the operation of the group’s raising, investment, management and withdrawal business is concentrated on the platform of Shenzhen gaotejia Hongrui Investment Co., Ltd. (hereinafter referred to as “gaotejia Hongrui”), and the group is no longer responsible for various specific businesses. < / P > < p > in September this year, Jin Huili, who calls herself Cai Dajian’s “wife”, published an “open letter to every gaotejia person” on the social platform. In the open letter, he reported Cai Dajian’s “marital infidelity” under his real name, and questioned Cai Dajian’s encroachment on the company property of gaotejia group. At the same time, the article points out that Cai Dajian is actually “the controlling shareholder of gaotejia”. < / P > < p > and this statement is contrary to the caliber of gaotejia group and Boya biology. In response, Boya bio issued a Clarification Announcement, saying that Cai Dajian was not a director, supervisor or senior manager of the listed company, and that gaotejia group and Cai Dajian did not participate in the company’s business activities. < / P > < p > this matter has also attracted the attention of Shenzhen Stock Exchange. On September 4, the Shenzhen Stock Exchange issued a letter of inquiry to Cai Dajian. According to the inquiry letter, the reporting materials pointed out that Cai Dajian had signed an agreement with Huzhou Kaijia enterprise management partnership (hereinafter referred to as “Huzhou Kaijia”) to hold 56.64% of the investment shares of Shenzhen Peninsula Bay investment partnership (limited partnership) (hereinafter referred to as “Peninsula bay”) held by Liao Xinxi, chairman of Boya biology, on behalf of CAI Dajian, which was held by Huzhou Kaijia As the executive partner of peninsula Bay, Cai Dajian holds 7.5702% of gaotejia group through Peninsula Bay. In addition, Shenzhen Stock Exchange also asked whether Cai Dajian actually controlled Boya biology. < p > < p > on May 26, 2020, Cai Dajian arranged for Huzhou Kaijia to be jointly established by Huang Bin and Yang Chen as the shareholder of the employee equity incentive plan. On May 29, 2020, Huzhou Kaijia and Liao Xinxi signed the investment share transfer agreement to indirectly hold the shares of gaotejia group by transferring the shares of peninsula Bay partnership held by Liao Xinxi. The transfer agreement stipulates that Huzhou Kaijia shall pay Liao Xinxi all the transfer money within 10 days after the completion of peninsula Bay Industrial and commercial change. In order to ensure that Huzhou Kaijia can fulfill the payment obligations of the transfer agreement on time and smoothly transfer the shares of peninsula Bay partnership held by Liao Xinxi, Cai Dajian agrees that if Huzhou Kaijia fails to pay the transfer money within one year, Cai Dajian will pay on behalf of him. At the same time, Huzhou Kaijia and Cai Dajian signed a holding agreement. < / P > < p > CAI Dajian mentioned in his reply that the ownership structure of gaotejia group is relatively scattered, and I hold a high proportion of shares, but it does not constitute the situation that gaotejia group can be controlled alone or jointly with other shareholders through direct or indirect means, and there is no situation that directors, senior executives and other management control gaotejia group, so gaotejia group has no controlling shareholder and no actual control People. < / P > < p > CAI Dajian stressed that from the shareholders’ composition, background, board of directors and management of Boya bio and gaotejia group, I am not the actual controller of Boya bio, and there is no actual control of Boya bio. < / P > < p > however, the independent directors of the company did not answer this question. Instead, they entrusted the matters involved in the inquiry letter to a professional third party for verification, and issued their independent opinions after the verification results were issued. < / P > < p > until December 15, the independent directors of Boya biology answered the questions concerned in the inquiry letter one by one based on the verification report issued by the law firm. < / P > < p > the verification report shows that in terms of equity structure, Cai Dajian holds 43.7910% equity of gaotejia group through actual control of sunshine Jiarun, susuda, Jiaxing and run, indirectly holds 2.2246% equity of gaotejia group through holding Xiamen gaotejia, indirectly holds 3.3333% equity of gaotejia group through Suzhou gaotejia, and indirectly holds gaotejia group through Peninsula Bay The group holds 3.3546% of the equity, indirectly holds 3.6382% of the equity of gaotejia group through hefengjiarun, indirectly holds 0.0975% of the equity of gaotejia group through Xuchen investment, and holds 56.4392% of the equity of gaotejia group in total. < / P > < p > at the same time, in view of peninsula Bay holding 7.7366% equity of gaotejia group, sunshine Jiarun, Jiaxing and run, susuda holding 17.6554%, 12.7118% and 13.4238% equity of gaotejia group respectively, Cai Dajian holds 51.5276% voting right of gaotejia group since July 27, 2020. < p > < p > however, Boya bio mentioned that the majority shareholder Suzhou Delai Electric Appliance Co., Ltd. (hereinafter referred to as “Delai electric appliance”) has “one vote veto” on a number of major corporate governance issues. Based on this, these agreements may have a negative impact on Cai Dajian’s actual control over gaotejia group. < / P > < p > it is worth noting that as of August 31, 2020, gaotejia group and its concerted action persons hold 31.55% of the equity of Boya bio, and they are the controlling shareholders of Boya bio. This means that if there is an actual controller in gaotejia group, the actual controller of gaotejia group belongs to the situation that “it can actually control more than 30% of the voting rights of the listed company’s shares”, and then it should be regarded as having control over Boya bio. < / P > < p > from this point of view, does Cai Dajian hold 56.4392% equity and 51.5276% voting right of gaotejia group, which is contrary to Boya bio’s claim that the company and its controlling shareholder have no actual controller? Are the above issues related to the violation of Xinpi? < / P > < p > Xiong Chao, a lawyer from Beijing law firm, said in an interview that the controlling shareholder whose investor holds more than 50% of the shares of the listed company can be judged as the actual controller of the company. In addition, in practice, we need to analyze and judge the following factors: its impact on the general meeting of shareholders; its impact on the board of directors; its nomination, appointment and removal of directors and senior managers; the shareholding of shareholders and its changes; the changes of directors and senior managers; other relevant information identified by the issuance audit department. “One vote negative right” causes certain obstacles and influences to the overall resolution of the company, which is the embodiment of the agreed shareholders’ rights. < / P > < p > a senior IPO auditor told the reporter that from Boya bio’s investment equity chart, it can be seen that the equity of listed companies is composed of three person shares, and the purpose of setting legal person shares is to conceal natural person shares. < / P > < p > it is worth noting that when gaotejia group is willing to withdraw, China Resources Pharmaceutical Holdings Co., Ltd. (hereinafter referred to as “China Resources Pharmaceutical Holdings”) is expected to become the “White Knight” of Boya biology. On September 28, 2020, Boya bio announced that the company’s controlling shareholder, gaotejia group, intends to transfer 69.332 million shares (16% of the total share capital) to China Resources Pharmaceutical Holdings, including “share transfer + voting right entrustment + private placement”. The buyout report released on October 13 shows that China Resources Pharmaceutical Holdings intends to acquire the control of the company by means of agreement assignment, accepting voting right entrustment and subscribing new shares issued by the company to specific objects. According to the above report, the acquisition still needs internal approval of China Resources Pharmaceutical Holdings, compliance confirmation of Shenzhen Stock Exchange, application for registration of equity transfer to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., centralized review by operators of the antimonopoly Bureau of the State Administration of market supervision and administration, and approval of issuing shares to specific objects by the general meeting of shareholders of the company. At present, the company’s proposal on issuing shares to specific objects involved in this acquisition has been deliberated and approved by the fifth extraordinary general meeting of shareholders in 2020. < / P > < p > in addition, the reporter noticed that this transaction between Boya bio and China Resources Pharmaceutical Holdings has aroused the attention of Shenzhen Stock Exchange. The concern letter asked about the related party transaction between Boya bio and Guangdong Danxia bio Pharmaceutical Co., Ltd. In 2017, 2018 and 2019, Boya bio Pharmaceutical (Guangdong) Co., Ltd. (formerly known as “Danxia bio”, hereinafter referred to as “Boya Guangdong”) made advance payments of 115 million yuan, 202 million yuan and 500 million yuan respectively. During this period, Boya Guangdong failed to issue plasma due to approval reasons, and Boya bio continuously paid a large amount of advance payment without receiving plasma. < p > < p > for the progress of the above matters, Boya bio responded to the reporter that up to now, the delivery of raw plasma from Boya Guangdong to Boya bio has not been approved. Boya bio and Boya Guangdong are still actively applying for changing the setting relationship of plasma station, and plan to realize the delivery of raw plasma by “changing the relationship of plasma supply”. In view of the particularity of the blood products industry, the national management department implements strict monitoring and management on the collection, production and deployment of raw plasma. There is no open market for raw plasma. The purchase or allocation of raw plasma is a special matter, which needs special approval from relevant national departments. < / 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.