Even if all the shares in Hainan Coconut Island in his hand were pledged and frozen, and he was listed as a dishonest executor, Feng Biao, the well-known Niusan and the actual controller of the "Oriental Department", could still control this listed company for several years.
On November 27, Hainan Coconut Island announced that the company plans to issue shares to raise no more than 654 million yuan. After the issuance is completed, the actual controller of the company will be changed from Feng Biao to Wang Xiaoqing.
Is Hainan Coconut Island really changing hands this time, or is Feng Biao "changing his vest"?
A reporter from China Business News found that Wang Xiaoqing is Feng Biao's fellow in Sichuan, and the nominal new helm has never had a background or experience in the wine industry.
Even if the control is handed over, the company's board of directors is still controlled by Feng Biao's "old department".
On December 2, regarding the non-public offering of shares and the change of the actual controller, a reporter from China Business News called the relevant departments of Hainan Coconut Island several times, but no one answered.
Really change hands or change "vest"?
Hainan Yedao stated that the company's shares held by the current controlling shareholder Beijing Dongfang Junsheng Investment Management Co., Ltd. (hereinafter referred to as: Dongfang Junsheng) (a total of 75.4865 million shares, accounting for 16.84% of the company's total share capital) have been judicially frozen. It has a negative impact on the stability of the control rights of listed companies and the credit funds of listed companies.
Through this non-public offering, the actual controller of the company will be changed to Wang Xiaoqing, which will help increase the stability of the company's equity structure, improve the credit status of listed companies, enhance the expectations of investors in the secondary market, and better protect the rights and interests of small and medium shareholders.
The first financial reporter found out that Wang Xiaoqing and Feng Biao are from Nanchong, Sichuan, and they used to be partners. Even though the actual control of the company was handed over to others, Feng Biao’s team still holds the majority of seats on the company’s board of directors. .
According to public information, Wang Xiaoqing, 49 years old, used to work in Sichuan and even Nanchong City for a long time, and was deeply involved in the field of secondary vocational education. Dean and other duties.
Wang Xiaoqing has mostly working experience in the education industry in the past, but she has no experience in the wine company and food and beverage industry whose main business is Hainan Coconut Island, or even in other listed companies, so she is a capital "novel".
According to the issuance plan, after the non-public offering, Wang Xiaoqing passed Hainan Xintang Trading Partnership (Limited Partnership) (hereinafter referred to as: Hainan Xintang) and Haikou Huixiang Health Consulting Service Center (Limited Partnership) (hereinafter referred to as: Haikou Huixiang) ) together control 18.34% of the company's shares.
In fact, Hainan Xintang and Haikou Huixiang, these two companies were founded by Feng Biao in the early days.
Feng Biao withdrew last year, and Wang Xiaoqing became the actual controller of the two companies.
According to industrial and commercial information and relevant announcements of Hainan Coconut Island, Haikou Huixiang was the first company registered and established by six directors, supervisors and senior executives including Feng Biao to increase its holdings. It was established in May 2018, and Haikou Huixiang then bought Hainan Coconut Island. Became the ninth largest shareholder of the company (holding 4.6484 million shares, accounting for 1.04%), and quickly pledged all the shares; Hainan Xintang was established in December 2020 with a registered capital of 150 million yuan, of which Wang Xiaoqing contributed 121.5 million yuan Yuan (accounting for 81%), Feng Biao invested 28.5 million yuan (accounting for 19%).
Not long after Hainan Xintang was established, it immediately increased its holdings of Hainan Coconut Island in the secondary market.
The first quarterly report for 2021 shows that Hainan Xintang Xinjin has become the tenth largest shareholder of Hainan Yedao (holding 4.3298 million shares, accounting for 0.97%).
It seems that the joint venture between Wang Xiaoqing and Feng Biao to establish Hainan Xintang is aimed at increasing their holdings in Hainan Coconut Island.
The industrial and commercial information change records show that in May 2021, most of the directors, supervisors and senior executives of Hainan Coconut Island "suddenly" collectively withdrew from the shareholders of Haikou Huixiang, and transferred all the shares to Wang Xiaoqing.
At that time, Haikou Huixiang also changed its shareholding. Feng Biao gave up the position of major shareholder to Wang Xiaoqing (holding 55%), and he served as the second shareholder (holding 30%).
Soon, in June 2021, a "Announcement Regarding the Response to the Inquiry Letter from the Shanghai Stock Exchange" disclosed by Hainan Yedao showed that Wang Xiaoqing had become the actual controller of Haikou Huixiang and Hainan Xintang.
As of June 18, 2021, both Haikou Huixiang and Hainan Xintang have increased their holdings of Hainan Coconut Island. Through the two, Wang Xiaoqing holds a total of 4.36% of Hainan Coconut Island.
It is also worth noting that, a few days before and after the disclosure of the non-public offering plan, the shareholder structure of Hainan Xintang and Haikou Huixiang further changed, and most of the equity was concentrated under the name of Wang Xiaoqing. These two companies are more like Wang Xiaoqing" exclusive control of the company.
According to the change record of industrial and commercial information, on November 21, 6 days before the disclosure of the non-public offering plan, Hainan Xintang made another equity change, and Feng Biao completely withdrew from the shareholder list of Hainan Xintang.
Instead, Hainan Yedao executive Xu Ruowei, who has worked with Feng Biao for many years, held 1% of the shares, and major shareholder Wang Xiaoqing's shareholding increased from 81% to 99%. On November 28, one day after the disclosure of the non-public offering plan , Haikou Huixiang also had a shareholding change. Feng Biao completely withdrew from the shareholder list of Haikou Huixiang, and the equity held by major shareholder Wang Xiaoqing rose from 55% to 85%.
In addition, of the remaining 15% of the shares, Ni Gan holds 10% and Chen Tao holds 5%. Both of them are the core management personnel who joined Hainan Coconut Island after Feng Biao took over.
In terms of actually controlling the operation and management of Hainan Coconut Island, Feng Biao's people also occupy the majority of seats.
In May 2021, a "Reply Announcement to the Inquiry Letter from the Shanghai Stock Exchange" disclosed by Hainan Yedao showed that the appointment of the company's board of directors needs to be negotiated with the major shareholder Dongfang Junsheng and the second shareholder Haikou State-owned Assets Management Company.
Previously, the company had Feng Biao as the chairman until September 2021, when Wang Xiaoqing was elected as the chairman on the occasion of the general election of the board of directors.
In September 2021, Hainan Yedao's board of directors and board of supervisors were re-elected, and a total of 16 executives were elected, most of whom were veterans of Feng Biao's "old department" and the "new faces" they supported.
According to the biographies of these senior executives, a reporter from China Business News sorted out one by one and found that, for example, Ni Gan, chairman of the board of supervisors, is a former director; Yang Peng, deputy general manager and secretary of the board, is the risk control director of Tiger Hui, another investment platform of Feng Biao. From January to now, he has served as the company's board secretary; independent director Xiao Yinan is Feng Biao's confidant, and was nominated by Feng Biao to join Jiaying Pharmaceutical last year, but was "sniped" by the other party; Since 2018, he has been in charge of the sales of Yedao Wine Industry for a long time; Li Youxiu, a supervisor, joined Hainan Yedao Wine Industry very early, and used to be the company's "auditing director"; The chief financial officer of Coconut Island Beverage Company was promoted to work in a listed company this time.
In addition to the above-mentioned 6 executives "old department", there are director Feng Guo who is the son of Feng Biao, deputy general manager Xiao Xun, and Lei Yutian (and director) who are newcomers to Hainan Coconut Island.
Feng Biao himself was "demoted" as the general manager, but in August this year, he resigned after the Shanghai Stock Exchange criticized Feng Biao and Dongfang Junsheng.
The actual controller changes the "play code"
Since 2018, due to capital chain problems, Feng Biao and his subsidiary Dongfang Junsheng have encountered dozens of lawsuits. All the shares he held in Hainan Coconut Island have been frozen by multiple courts for several rounds, and he has also been listed as dishonest many times. The list of executors, the consequences of high leverage financing in the past are gradually revealed.
According to a reporter from China Business News, this is not the first time that Feng Biao has announced a change in the actual controller since he took over Hainan Coconut Island.
As early as 2019, Hainan Coconut Island announced an announcement that the actual controller of the company would change.
However, although the position of "actual controller" has been given up in name, the company's operation and management power is still firmly controlled by Feng Biao.
With the continuous operation in the capital market, in April 2018, Feng Biao pledged all the shares held by Dongfang Junsheng in Hainan Coconut Island (93.4105 million shares, accounting for 20.84% of the company's total share capital).
At that time, the stock price of Hainan Coconut Island plummeted, approaching the price of the pledge liquidation line.
After that, Feng Biao invited another “foreign aid”—Wang Guihai with the capital background of Luzhou Laojiao Group, and entrusted him with the control of the company.
The earlier contact between the two parties began in December 2018.
Qu Feng, director of Hainan Coconut Island, Deng Yaping, supervisor, and Haikou Huixiang have borrowed a total of 90 million yuan from indirect shareholders of Hainan Hongmian Investment Co., Ltd.
Based on the loan arrangement, the parties agreed to entrust the voting rights of 15,704,300 shares of Hainan Coconut Island (accounting for 3.50% of the total share capital) increased by Qu Feng, Deng Yaping and Haikou Huixiang to Wang Zhengqiang, director of Hainan Hongmian.
Since then, Wang Guihai has successively increased his holdings of Hainan Coconut Island shares in the secondary market through himself and the actually controlled Hainan Hongmian and Hainan Hongduo Industrial Co., Ltd. (hereinafter referred to as: Hainan Hongduo).
As of March 8, 2019, the three have a total of 44.8199 million shares with voting rights, accounting for 10% of the company's total share capital.
In June 2019, Hainan Coconut Island announced that Dongfang Junsheng entrusted the voting rights of 93.4105 million shares of Hainan Coconut Island (accounting for 20.84% of the total share capital) to Wang Guihai for a period of 24 months.
In addition, the actual controller of the listed company was changed to Wang Guihai, who controlled 133 million shares of Hainan Coconut Island (accounting for 29.76% of the total share capital) through entrusted Dongfang Junsheng voting rights and concerted action persons Hainan Hongmian, Hainan Hongduo, Tian Gaoxiang, and Wang Zhengqiang .
Although Hainan Coconut Island claims to have transferred the "actual control" to Wang Guihai, the management power of the listed company is still controlled by Feng Biao.
According to a reporter from China Business News, Yang Peng, Secretary of the Board of Directors of Hainan Coconut Island, previously responded to the media on the change of the above-mentioned actual controller to Wang Guihai.
Yang Peng said to the public that Feng Biao is the chairman of the board, and he is also the main promoter of business activities, so the change of actual controller will not affect the company's operation and management.
The announcement and annual report also show that Feng Biao served as the chairman of Hainan Yedao from January 2016 to September 2021.
Moreover, Feng Biao is still "warranted" about Wang Guihai, a new third party, as can be seen from the re-election of the company's board of directors and board of supervisors.
According to the inquiry letter from the Shanghai Stock Exchange, as early as January 2019, the term of the seventh board of directors and the board of supervisors of Hainan Yedao had expired, but the company had not completed the general election until June 2021. The actual term of the seventh board of directors and the board of supervisors of the company The 3-year statutory period has been exceeded.
Regarding the specific reasons for the delay in completing the general election, Hainan Yedao stated in a reply to the Shanghai Stock Exchange’s inquiry letter that Dongfang Junsheng’s letter pointed out that some of the director candidates nominated by Wang Guihai did not meet the requirements of rich experience agreed by both parties. It is recommended that the company carefully investigate the management talents of the wine industry.
"Wang Guihai and Dongfang Junsheng have not been able to reach a consensus on the recommendation of candidates for the company's new board of directors and board of supervisors. The main shareholders have not yet reached a consensus on the candidates for directors after repeated consultations." Hainan Yedao said.
Afterwards, Wang Guihai thought of quitting.
Since March 2021, Wang Guihai and his concerted actors Hainan Hongduo, Hainan Hongmian, Tian Gaoxiang, and Wang Zhengqiang have reduced their holdings of Hainan Coconut Island shares through centralized bidding transactions until they are cleared.
Soon, the two-year period for proxy voting expires.
On June 18, 2021, the equity entrusted by Dongfang Junsheng to Wang Guihai will be automatically released after the entrustment period expires. Feng Biao holds the control of Hainan Coconut Island before taking the stage.
"Generally, if the actual controller of a listed company actually controls the company, it will be very difficult for a third party outside to enter the company's operation." A person in charge of a listed company told China Business News.
Qu Rong, general manager of Dongfang Gaosheng, analyzed in an interview with a reporter from China Business News that the actual controller gave up the actual control of the company to a third party, and may intend to control the listed company behind the scenes. Laws and regulations, refinancing of listed companies and related capital operations have strict requirements on the actual controller, and at the same time they must fulfill the obligation of credit disclosure, and any problems will directly affect the company.”
According to the "Company Law", the actual controller refers to the person who can actually control the behavior of the company through equity relationship, agreement or other arrangements, and may also be a person without equity relationship.
"According to normal logic, the actual controller of a listed company can be anyone who can actually control the behavior of the company. It is reasonable for Hainan Coconut Island to identify Wang Guihai as the actual controller." Qu Rong analyzed to reporters, but also exposed At present, the actual controllers of domestic listed companies believe that there are potential loopholes in information disclosure, including the situation that some listed companies originally had actual controllers, but disclosed that they had no actual controllers.
It is worth noting that in the process of changing the actual controller, Feng Biao also had "flaws" and was criticized by the regulator.
In June of this year, the Shanghai Stock Exchange made a disciplinary action decision ([2022] No. 85), criticizing Feng Biao and Dongfang Junsheng.
According to the Shanghai Stock Exchange, after the voting entrustment to Wang Guihai expires and is released on June 18, 2021, the company's controlling shareholder is changed to Dongfang Junsheng, and the actual controller is changed to Feng Biao.
On the same day, Wang Guihai, the original actual controller, disclosed a simplified equity change report.
However, the current controlling shareholder Dongfang Junsheng and the current actual controller Feng Biao did not disclose the detailed equity change report in time and hired a financial consultant to issue verification opinions, and did not disclose them until July 24 and July 28, 2021.
"When Feng Biao and Dongfang Junsheng became the actual controllers and controlling shareholders of the company, they failed to fulfill the disclosure obligation of the equity change report in a timely manner and did not hire financial consultants to issue verification opinions in a timely manner as required. This violated Article 17 of the "Administrative Measures for the Acquisition of Listed Companies" and the "Shanghai Stock Exchange Listing Rules (Revised in 2020)" and other relevant regulations." The Shanghai Stock Exchange said.