Whose Share Of Burson? Controversy Between Major Shareholders And Actual Controllers

Whose share of Burson? On the evening of September 9* ST Burson ("Burson Shares"), Beijing Dongfang Hengzheng Science and Trade Co., Ltd. and Shanghai Ruiji Asset Management Partnership (Limited Partnership) issued a joint statement.

According to the statement, all parties take safeguarding the interests of listed companies and achieving high-quality development of listed companies as the maximum "common denominator", and strive to turn losses into profits in 2019 by strengthening the operation and management of main business, assisting listed companies to expand new business, jointly responding to illegal guarantee litigation and other measures.

At the same time, all parties will reach an agreement on major issues such as the follow-up governance of the listed company as soon as possible, and convene a general meeting of shareholders to review relevant issues, promote the completion of the election of directors and supervisors of the listed company, and improve the confidence of investors, customers and employees of the company. Among them, Beijing Dongfang Hengzheng Science and Trade Co., Ltd. (hereinafter referred to as "Dongfang Hengzheng") and Shanghai Ruiji Asset Management Partnership (Limited Partnership) (hereinafter referred to as "Ruiji Asset") are respectively the first and second largest shareholders of Burson.

In fact, Dongfang Hengzheng was considered the culprit in the chaos of the temporary shareholders' meeting held a few days ago. In the announcement, Burson said that due to the interference and pressure of the relevant personnel of Dongfang Hengzheng, the witness lawyer could not normally participate in the witness work of this shareholders' meeting, so this shareholders' meeting was canceled and held on a different day.

01 Controversy

According to the Securities Times · e Company, Du Xin, vice chairman of Dongfang Hengzheng, said that Zhao Chunxia, chairman of "Run Away", demanded 150 million yuan of departure fee. Among them, Zhao Chunxia is the actual controller of Anjian Technology. In April 2018, Zhao Chunxia took the lead through Anjian Technology and became the chairman of Burson.

It is understood that Zhao Chunxia is also the founder of the online loan platform Ai Investment. Zhao Chunxia, through her holding company, bought shares in Burson, hoping to expand supply chain finance with the help of resources from listed companies, which has undoubtedly been shown in the 2017 annual report. However, due to the disturbance of other shareholders, after several months of tug of war, the battle for control of Buchan's shares came to an end.

On November 22, 2017, Burson announced that it would stop participating in the establishment of online small loan companies. Due to poor operation, its operating income in 2018 was 320 million yuan, a year-on-year decrease of 6.99%, and the net loss attributable to shareholders of the listed company was 193 million yuan, an increase of 470.36% year-on-year.

On April 28 of this year, Burson announced that the company's audited net profits for two consecutive fiscal years in 2017 and 2018 were negative. The company's shares will be subject to special treatment of delisting risk warning from April 30, and the stock abbreviation will be changed from "Burson" to "* ST Burson". In addition, a number of financial subsidiaries set up by Burson Investment are also in the process of losing money.

Within one and a half years after Zhao Chunxia took over, Busen's shares suffered from a series of negative events, such as "struggle for control", illegal guarantee litigation, and continued loss of business performance. Due to the breach of equity pledge, all 16% of the shares (22.4 million shares) of Busen's shares held by An Jian Technology were subject to judicial auction.

On April 28, the auction of 22.4 million shares of Burson fell through, and Du Xin, the "buyer", obtained the controlling right of the listed company, with a transaction price of 283.8 million yuan. This also means that 22.4 million shares of Burson are owned by Dongfang Hengzheng. After the transfer, Dongfang Hengzheng will hold 16% of the shares of Burson, the largest shareholder, and Zhao Chunxia will hold 13.86% of the shares through Ruiji Assets, the second largest shareholder.

However, Burson said that its actual controller had not changed. In his reply letter, Zhao Chunxia said that the selection of the members of the 5th Board of Directors of the Company was effective and in normal performance, and Zhao Chunxia decided to select more than half of the members of the Board of Directors of the above company through his actual control of the voting rights of the shares of the listed company. Therefore, at this stage, the actual controller of the listed company has not changed and is still Zhao Chunxia.

However, Du Xin said, "If we buy shares directly from Zhao Chunxia, and make a market premium based on the market price, it can also be understood as shell fee. Now, she is the so-called second largest shareholder, but in fact, she has no shares in * ST Burson, so it costs 150 million yuan to be a teacher."

02 Zhao Chunxia ran away?

It is worth mentioning that, in the evening of August 19, the Reply Announcement on the Concern Letter of Shenzhen Stock Exchange issued by Burson Shares showed that, in addition to Dongfang Hengzheng, the largest shareholder, five shareholders of Burson Group Co., Ltd., Chongqing Xinsanwei Investment Consulting Center, Zhang Xingliang, Meng Xianglong and Zhang Xu all said "Zhao Chunxia ran away" and requested to convene an extraordinary general meeting of shareholders, Relevant personnel were removed from their positions.

Dongfang Hengzheng said that the company's minority shareholders were very worried about the situation of the listed company, and agreed to authorize the company's representatives to "convene an extraordinary general meeting of shareholders and submit a proposal to remove relevant directors and supervisors". At the same time, Du Xin and other five people were nominated as non independent directors of the 5th Board of Directors of Burson, Deng Dafeng and Gao Peng were nominated as non employee representative supervisors of the 5th Board of Supervisors of the Company.

At the shareholders' meeting held on September 2, the scene was a mess, and after that, they dumped each other. In its announcement, Burson said that before the convening of the shareholders' meeting, two witness lawyers appointed by Beijing Kyoto Law Firm said that they were interfered and pressured by the relevant personnel of Dongfang Hengzheng, the company's shareholder, before attending the meeting, which caused the witness lawyers to be unable to normally participate in the witness work of the shareholders' meeting.

However, Beijing Kyoto Law Firm said that the matters stated in the announcement were basically untrue, and its lawyer was not the witness lawyer of the shareholders' meeting, nor did it provide witness services. At the same time, the specific reasons why the law firm did not accept the entrustment of * ST Burson include the pressure exerted by the relevant personnel of the company's shareholder Dongfang Hengzheng.

However, Beijing Jingdu Law Firm said that in view of the emergency report Dongfang Hengzheng sent to your bureau that the lawyers who planned to attend the witness were "unscrupulous lawyers", several relevant lawyers felt a lot of pressure. After discussion, it was decided not to accept the special entrustment to witness the general meeting of shareholders.

In this regard, Burson said that it was currently actively looking for other law firms to provide witness services for the shareholders' meeting. Since the company's shareholders' meeting failed to go smoothly, which attracted great attention from the regulatory and social authorities, and the future impact was uncertain, the internal audit of law firms did not recommend providing witness services for the company in this sensitive period to avoid falling into disputes.

QiCaijing found that in the joint statement of Burson, Dongfang Hengzheng and Ruiji Assets, the parties involved may have basically reached an internal settlement. Previously, at the Extraordinary General Meeting of Shareholders of Burson, there were media reports that "non company shareholders like investors to participate in the meeting, causing controversy, and ultimately led to the scene out of control".

Shenzhen Stock Exchange required Bucsen to explain whether the reasons for canceling the on-site shareholders' meeting were consistent with those disclosed by the company, and explain what measures were taken to ensure the normal order of the shareholders' meeting in accordance with Article 22 of the Rules of Shareholders' Meeting. However, Burson did not respond to this, only saying that in view of the obvious interference and obstruction of this general meeting of shareholders.

03 Ai Investment to be rescued

In addition, according to QiCaijing, in the announcement on September 1, Buyson Shares pointed out that up to now, Ainvestment Platform has not received the written notice from the public security organ on case filing and investigation, and the company has not found the "blue background and white words" notice from the police through inquiry. The company called the relevant departments about the online "Love Investment was investigated", and was unable to verify the relevant information.

However, according to the Securities Times, Du Xin also gave what he knew, "Our colleague, who asked the economic detective some time ago, and got the oral confirmation from the economic detective, Aitou has been put on file." So far, Burson still said that Aitou has not received the relevant notice of filing.

In fact, since July 2018, there have been a large number of overdue repayment of Aitou borrowers. The platform has tried to resolve the risks by increasing collection efforts, litigation, debt equity swap, debt barter, establishment of SPV and other ways. As of June 17, 2019, the platform had sued 157 borrowing enterprises, involving more than 4.6 billion yuan.

According to the data, AII Investment was founded in March 2013 and is subordinate to AIRONG (Beijing) Network Technology Co., Ltd. Zhao Chunxia is the chairman of the board of directors. AII Investment and Burson can be regarded as brother companies. According to relevant data, as of August 1, there were 95800 loaners of AII Investment, with loan balance of 12.909 billion yuan, overdue amount of 11.11 billion yuan, and accumulated compensation amount of 5.484 billion yuan.

In the announcement in response to the inquiry of Shenzhen Stock Exchange, Buson said that Buson shares and Ainvestment operated independently, without any business or capital exchanges. Therefore, there is no significant impact on the daily operation of the company. But up to now, Zhao Chunxia, the actual controller of Aitou and Burson, still does not know where they are.