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asia pacific industrial (000691)'s fixed increase of more than 300 million yuan was "deadly blocked" by a small shareholder.

asia pacific industrial disclosed in mid-september that the company received a "civil ruling" from the lanzhou new district people's court (hereinafter referred to as the "lanzhou new district court").it was ruled that the company immediately stopped issuing additional shares to guangzhou wanshun technology co., ltd. (hereinafter referred to as "guangzhou wanshun") in accordance with the "resolution of the third extraordinary general meeting of shareholders in 2024".

securities times·e company reporter noticed that the "civil ruling" was issued because a shareholder holding 419,500 shares of asia pacific industrial filed a lawsuit with the court, requesting the cancellation of the company's aforementioned shareholders' meeting resolution.

as of now, it is not clear to the outside world why this small shareholder opposes this fixed increase. according to public information, private placement will consolidate the control position of the actual controller of the listed company.in the stock market, this lawsuit has also triggered a discussion among asia-pacific industrial investors about whether small shareholders have the right to hinder the capital operation of listed companies.

listed company’s scheduled increase was blocked by small shareholders

according to asia pacific industrial's disclosure, the company received a "civil ruling" from the lanzhou new district people's court (hereinafter referred to as the "new district court") regarding the case of chang moumou and the company's decision to cancel the dispute. after review, the new district court ruled: asia pacific industrial immediately stopped issuing additional shares to guangzhou wanshun in accordance with the "resolution of the third extraordinary general meeting of shareholders of 2024" made on july 11, 2024 (hereinafter referred to as the "resolution of the general meeting of shareholders").

earlier, asia pacific industrial disclosed in early september that chang moumou, as a shareholder holding 419,500 valid voting rights of the company, filed a lawsuit with the new district court, requesting an order to revoke the resolution of the company's general meeting of shareholders. the listed company objected to the jurisdiction of this case, but it was rejected by the new district court.

in response to the behavior preservation application filed by chang moumou, the new district court held that this case was a lawsuit to revoke the resolution of the shareholders' meeting, and the resolution that the applicant wanted to revoke was a private placement. if the implementation of the resolution is not stopped, the legitimate rights and interests of the applicant and other small and medium-sized shareholders will not be protected. in order to prevent the small and medium-sized shareholders of asia-pacific industrial from suffering irreparable losses due to the private placement behavior, the legality of the resolution of the shareholders' meeting has not been determined before a ruling is made. implementation of the resolution should be suspended.

as of the end of june, the tenth largest tradable shareholder of asia pacific industrial held 2.9208 million shares. chang moumou did not enter the list of the company's top ten tradable shareholders, and his personal identity is unknown.

what content was discussed at the shareholders' meeting that chang moumou objected to?

earlier, asia pacific industrial held a shareholders' meeting on july 11 to consider two proposals. the content of the motion is that the company plans to extend the validity period of the fixed-increase resolution to be considered at the third extraordinary general meeting of shareholders in 2023 by 12 months, that is, from august 6, 2024 to august 6, 2025; at the same time, the company plans to the validity period for authorizing the board of directors to handle matters related to fixed placement has been extended to july 18 next year.

the voting results of the two proposals were unanimous: 87.0275 million shares were approved, accounting for 99.5203% of the total number of shares with valid voting rights present at the shareholders' meeting; 419,500 shares were opposed, accounting for 0.4797%; 0 shares abstained. the voting results mean that listed companies can continue to implement their private placement plans.

it is unknown to the outside world why the shareholder surnamed chang was dissatisfied with the voting results of the above-mentioned shareholders' meeting of asia pacific industries. the listed company stated that the convening of its shareholders' meeting complied with the company's articles of association and that the resolutions passed by the shareholders' meeting were legal and valid.

a reporter once called the asia pacific industrial board secretary office. company sources said that the other party has not communicated with the company so far, nor has it disclosed the specific reasons for the lawsuit. “the information (known to the company) has been disclosed legally and compliantly, and the company is also communicating with lawyers. let’s see how to deal with this.”

"the ruling is not expected to have a significant impact on the company's current or subsequent profits, but it may have an impact on the company's progress in issuing shares to specific objects." the listed company said in the announcement that the case has not yet been heard and the company's shareholders meeting the resolution remains legally valid.

private placement involves company control

asia pacific industrial’s private placement involves company control.

the private placement plan shows that the listed company plans to issue 96.88 million shares at a price of 3.31 yuan per share, and guangzhou wanshun subscribes for all the shares issued by the company for 321 million yuan in cash. after deducting issuance expenses, the company plans to use all the proceeds to repay debt and supplement the company's liquidity.

for asia pacific industrial, this scheduled increase is of great significance. the company is mainly engaged in the research and development, production and sales of pesticide intermediates and pharmaceutical intermediates. its income mainly comes from cangzhou lingang yanuo chemical co., ltd. (hereinafter referred to as "yano chemical"), a holding subsidiary of the company with 51% of the shares. in recent years, affected by factors such as fierce market competition in the pesticide industry and price fluctuations of major products, asia pacific industrial's performance has changed significantly. among them, in 2023, the company lost 104 million yuan. in the first half of this year, the company once again lost 14.1936 million yuan.

from the perspective of listed companies, the company can optimize its capital structure and enhance its ability to resist risks through private placement. at the same time, private placement is also conducive to improving the company's credit level and financing capabilities. in the future, the company will improve financing efficiency and reduce financing costs by improving the multi-level financing structure. cost.

it is said that "consolidating the control of the existing actual controllers over the company" is one of the goals of asia pacific industrial's private placement.

in july 2023, the then controlling shareholder of asia pacific industry, asia pacific mining, and its concerted persons, lanzhou taihua and guangzhou wanshun, signed the "voting rights entrustment agreement", which stipulated that the voting rights of the 54.761 million shares they enjoyed in total would be transferred to them free of charge and irrevocably. (accounting for 16.94% of the total share capital of listed companies) is solely and exclusively entrusted to guangzhou wanshun for exercise.

through the entrustment of voting rights, guangzhou wanshun obtained control of asia pacific industrial; the actual controller of the listed company was changed from zhu quanzu to chen zhijian and chen shaofeng.

however, guangzhou wanshun’s holding position is not stable. on the one hand, the debt disputes between asia pacific mining and lanzhou taihua have led to reports from time to time that some of the shares of asia pacific industries held by them will be judicially auctioned, or may be forced to change prices, sell off, or be liquidated by the court. on the other hand, guangzhou wanshun does not directly hold shares in asia pacific industrial. once asia pacific mining's shareholdings change, the voting rights held by guangzhou wanshun will face changes.

through the above-mentioned private placement, guangzhou wanshun will hold 96.88 million shares of asia pacific industrial and control a total of 152 million shares of the company, accounting for 36.09% of the company's total share capital after the issuance.

the listed company believes that the private placement has consolidated guangzhou wanshun's control position, reflected the actual controller's confidence and support for the company, and is conducive to ensuring the company's stable and sustainable development in the future. "private placement is still relatively beneficial to the company." the above-mentioned person from asia pacific industrial also said.

how does guangzhou wanshun view the lawsuit filed by a shareholder named chang? the reporter called guangzhou wanshun but failed to receive a response.

after the private placement was blocked by small shareholders, guangzhou wanshun began to take action in the secondary market. asia pacific industrial announced on september 20 that in order to consolidate its control over the company and based on its confidence in the company's future development and recognition of its long-term investment value, guangzhou wanshun plans to increase its stake in the company within 6 months from the date of the announcement. the proposed increase in holdings is not less than 30 million yuan.

a legitimate exercise of rights or willfulness?

it is worth mentioning that shareholders surnamed chang seem to be fighting alone in blocking the private placement of asia pacific industries. in the voting of the company's shareholders' meeting held on july 11, more than 87 million affirmative votes came from the company's small and medium-sized shareholders, while the number of dissenting votes was exactly the same as chang's shareholding.

in the stock bar, some investors expressed their disbelief at the behavior of the shareholder surnamed chang. "the worst case scenario is that everyone agrees again!" one investor said. some investors also raised questions: "is this okay? can the resolution of a listed company be vetoed even if it is sued in the future?" "is this an infringement of the rights of other shareholders?"

a board secretary of a listed company believes that it is not new for small shareholders to sue listed companies. this is a right granted to investors by relevant laws and regulations, and it is also a way to protect the interests of small and medium-sized investors.

in 2020, niu san shuzheng sued the company many times over the fixed increase in guilin tourism, requesting the company to revoke the relevant extraordinary shareholders' meeting resolutions. the two sides have been fighting for more than a year. in july 2021, the guilin intermediate people's court finally rejected shu zheng's appeal. in june 2022, guilin tourism completed the private placement.

lawyer wang zhibin from shanghai minglun law firm told reporters that if a shareholder believes that the content of the resolution of the company's shareholders' meeting violates laws and administrative regulations, or that the convening procedures and voting methods of the shareholders' meeting violate the provisions of laws, regulations, or the company's articles of association, the shareholder may according to articles 25 and 26 of the company law, the company shall file a lawsuit and shall have the right to apply for conduct preservation.

"as for whether this (suing) protects the interests of small and medium-sized investors, it is difficult to define." wang zhibin said, because the outside world cannot know what the actual purpose of investors' lawsuit is. some may be purely to cause trouble for the company, some may be affected by other stakeholders, and some may be harmed out of self-interest. but no matter what the purpose of filing a lawsuit, its behavior is within the legal framework.

he further pointed out that such behavior by small shareholders is not without risks and costs. if the shareholder's claim is ultimately not supported by the court, the listed company may require the shareholder to compensate for the losses incurred as a result of the preservation of its actions.

according to the announcement of asia pacific industrial, the shareholder surnamed chang purchased litigation preservation insurance from everyone property insurance on august 30, and the insurance company issued a policy guarantee letter to provide guarantee.