1. Tencent News “Prism” was informed by multi-authority information. This equity transfer was approved by the State-owned Assets Supervision and Administration Commission of Changchun City after consulting the State-owned Assets Supervision and Administration Commission of the State Council and the Finance Department of Jilin Province, and authorized the board of directors and shareholders of Changchun to review and approve the transaction. .
2. It is worth emphasizing that the announcement of the resolutions of the board of directors and the “Transaction Report” at the time confirmed that Gao Junfang’s acquisition of the equity of Changchun Changsheng was not subject to the requirement that state-owned shares must be publicly listed and that management should not “buy and sell state-owned assets”. limits.
3. Before the equity transfer to Gao Junfang, as early as 2001, Changsheng Institute transferred 30% equity of Changchun Changsheng to Han Gangjun for 19.32 million yuan. This is the first natural person shareholder in Changchun Changsheng's frequent equity transfer. In addition, the Changsheng Institute transferred a 0.68% stake in Changchun Changsheng to another company of Han Gangjun. Han Gangjun is the protagonist of another inferior vaccine case.
4. A person familiar with Gao Junfang’s colleagues told Tencent News “Prism”. “Gao Junfang is a capable person. It is fair to say that she has made many contributions to the business growth of Changchun Changsheng.”
On the evening of July 24, Gao Chunfang, chairman of the Changchun Public Security Bureau, officially detained Changsheng Bio (stock code: 002680.SZ).
On the same day, the Jilin Provincial Commission for Discipline Inspection Commission initiated the investigation and investigation of corruption in the longevity biological vaccine case.
The anger of the public security and supervision of the two organs on the fraud of the longevity biological vaccine, it is inevitable that the Changchun Changsheng Biotechnology Co., Ltd. (a wholly-owned subsidiary of Changsheng Bio, formerly known as "Changchun Changsheng") 14 years ago) Equity transfer.
On April 21, 2004, Changchun High-tech (stock code: 000661.SH, Changchun City State-owned Enterprise) signed an "equity transfer contract" with Gao Junfang, stipulating that Changchun Gaoxin will hold 25% of its equity in Changchun Changsheng, with a consideration of 33.75 million yuan. Transfer to Gao Junfang.
Gao Junfang was not only the director and vice chairman of Changchun Gaoxin, but also the chairman and general manager of Changchun Changsheng.
According to Caijing, the equity transaction that was questioned as “management buys and sells” has now attracted the attention of the main leaders of the SASAC, and the latter intervened to understand whether there is illegal or irregularity in the privatization of Changchun Changsheng.
Tencent News "Prism" was informed by the authoritative information of many parties. This equity transfer was approved by the State-owned Assets Supervision and Administration Commission of Changchun City after consulting the State-owned Assets Supervision and Administration Commission of the State Council and the Finance Department of Jilin Province, and authorized the board of directors and shareholders of Changchun to review and approve the transaction.
Despite this, the seemingly procedural equity transfer is still skeptical.
(Picture: The picture is from the "Transaction Report" published by Changsheng Biotech Shell Huanghai Machinery)
a "procedural compliance" transaction
Gao Junfang, born in 1954, was an accountant of the Changchun Institute of Biological Products (hereinafter referred to as "Changsheng Institute") when he was young, and later served as the director of the Finance Department.
The Research Center for Microbiology and Immunology in the Northeast of Changsheng is originally owned by the Ministry of Health. It has been subordinated to the China Biotechnology Group. The reason why biopharmaceuticals can become one of the pillar industries in Changchun is that they have a great relationship with the technology research and development support provided by Changsheng.
In August 1992, Changsheng Institute and Changchun Institute of Higher Education and Changsheng Institute of Distribution and Marketing initiated the establishment of Changchun Changsheng, the main vaccine products, Gao Junfang was transferred to the company as deputy general manager and general manager.
In May 1996, Changchun Gaoxin acquired 19.38% of Changchun Changsheng's shares. After five equity transfers, Changchun Gaoxin's shareholding in Changchun Changsheng reached 59.68%, becoming the largest shareholder.
Changchun High-tech Department is a state-owned enterprise listed company in Changchun City. Its main businesses include pharmaceuticals, real estate and property management.
Although Changchun Changsheng was led by Changchun Gaoxin, a person familiar with Gao Junfang’s colleagues told Tencent News “Prism”. “Gao Junfang is a capable person. It is fair to say that she has made a lot of business growth for Changchun Changsheng. contribution."
On December 17, 2003, the board of directors of Changchun High-tech decided to “in order to improve the company's cash flow and concentrate its financial resources to develop its own advantageous industries”, it is proposed to transfer 25% of its Changchun Changsheng share capital to Yatai Group at a transfer price of The stock is 2.4 yuan and the transfer amount is 30 million yuan.
In addition, Changchun Gaoxin transferred its equity of Changchun Changsheng, which holds 34.68% of the remaining shares, to Gao Junfang. The transfer price is 2.4 yuan per share, with a total amount of 41.416 million yuan.
Gao Junfang was not only the chairman and general manager of Changchun Changsheng, but also served as the vice chairman and director of Changchun High-tech.
As of October 2003, the total assets of Changchun Changsheng were estimated to be 201.93 million yuan, the net assets were estimated value of 89.513 million yuan, and the net asset value per share was 1.79 yuan.
Even if Changchun Changsheng’s transfer premium of 2.4 yuan per share is not low, the company was a “unicorn” and “cash cow” in the domestic vaccine industry. In the first ten months of 2003, the company’s main business income was nearly 100 million yuan. Yuan, net profit of 11.47 million yuan.
According to the China Economic Times, some people bid higher than Gao Junfang. For example, Jia Baoshan, the chairman of Foer Bio, quoted 3 yuan, and the listed company Yunda Technology made three bids. Each bid was higher than 2.4 yuan per share.
Another institutional obstacle is the Opinions on Regulating the Reform of State-Owned Enterprises issued by the General Office of the State Council on November 30, 2003. In the Article 10 “Management” Acquisition, it is clearly stated that business managers are not allowed to participate in the transfer of state-owned property rights. For major matters such as decision-making, financial auditing, leaving audit, clearing of assets, asset valuation, and reserve price determination, it is strictly forbidden to sell self-purchased state-owned property rights.
Gao Junfang’s “self-selling and self-purchasing”, and its proportion of shares to be acquired is higher than 9.68 percentage points of the state-owned enterprise Yatai Group of Jilin Province, which immediately caused an uproar.
However, the purchase intention of Foer Bio et al. was eventually rejected, and Gao Junfang and Yatai Group eventually won. Only the transfer price of the equity and the proportion of the transfer have changed.
On April 21, 2004, in a conference room in Changchun High-tech, 8 of the company's directors were present, and Gao Junfang avoided it as a related person.
The board of directors decided to modify the original equity transfer plan. The transfer price was raised from 2.4 yuan per share to 2.7 yuan per share. Gao Junfang’s transfer ratio was changed from 34.68% of the original plan to 25%, and the transaction consideration was 33.75 million yuan. The Thai Group's transfer ratio increased to 34.68%, and the transaction consideration was 46.818 million yuan.
"With regard to the determination of the transfer price, the company adopted the agreement transfer and did not adopt the bidding method... The board of directors decided to adjust the price of the above equity transfer and the proportion of the transferee to facilitate the company's equity transfer. To maximize the benefits, the transfer of Changchun Changsheng's equity ratio is more conducive to the development of the company, introducing a more powerful group holdings." Changchun Gaoxin explained in the board announcement.
Changchun High-tech Co., Ltd. also announced in the announcement of the board of directors that “On April 14, 2004, the Office of the State-owned Assets Supervision and Administration Commission of Changchun City issued a letter on the transfer of “Equity-related matters of Changsheng Biotechnology”, which stated: “With the opinions of the board of directors of the listed company, Approved by the shareholders' meeting, the specific operation of the equity transfer was carried out in accordance with the relevant provisions of the relevant listed companies of the State... Based on the letter of advice from the superior state-owned department, the Company continued to implement the equity transfer to Changchun Changsheng.
(Picture: The picture is from the announcement of the 21st meeting of the 4th Board of Directors of Changchun High-tech)
The "Transaction Report" listed by Changsheng Biotechnology Co., Ltd. Huanghai Machinery confirmed in the future that for this transfer, the SASAC even consulted the opinions of the State-owned Assets Supervision and Administration Commission of the State Council and the Jilin Provincial Department of Finance, and the opinions given were also "listed companies ( The equity transfer of the subsidiary of Changchun Gaoxin) (Changchun Changsheng) can be decided by the board of directors of the listed company (Changchun High-tech) and the shareholders' meeting.
It is worth emphasizing that the above-mentioned resolutions of the board of directors and the "Transaction Report" confirm that Gao Junfang's acquisition of Changchun Changsheng's equity is not subject to the restrictions that state-owned shares must be publicly listed and that management should not "buy and sell state-owned assets".
After the vote of the board of directors was passed, on May 24, 2004, Changchun Gaoxin’s 2004 first extraordinary shareholders meeting voted to pass the equity, and Gao Junfang obtained a 25% stake in Changchun Changsheng.
Behind the transfer of equity "free"
Gao Junfang became a shareholder of Changchun Changsheng, and Han Gangjun is already the second shareholder of the company.
As early as 2001, Changsheng Institute transferred 30% equity of Changchun Changsheng to Han Gangjun for 19.32 million yuan. This is the first natural person shareholder in Changchun Changsheng's frequent equity transfer.
Tencent News "Prism" has not been able to contact Changsheng and Han Gangjun for the time being, and has not been able to obtain more in-depth information on this equity transfer.
Changsheng Institute also transferred 0.68% of Changchun Changsheng's equity to another company of Han Gangjun, Guangzhou Mengyuan Biological Engineering Development Co., Ltd. (hereinafter referred to as “Guangzhou Mengyuan”).
Han Gangjun is the protagonist of another inferior vaccine case.
According to public reports, Han Gangjun was an ordinary employee of the Jiangxi Provincial Health and Epidemic Prevention Station. In 2001, Han Gangjun and Du Weimin jointly established Guangzhou Mengyuan; in 2002, Shenzhen Ruimengxin Enterprise Consulting Co., Ltd. was founded (currently cancelled); in 2006, Shenzhen Ruimengxin and Shenzhen Mengyuan jointly controlled Jiangsu Yanshen Biotechnology Co., Ltd.
On December 3, 2009, the State Food and Drug Administration found in the supervision and inspection that there were quality problems in seven batches of human rabies vaccines for Yanshen Bio and Hebei Fuer Biopharmaceutical Co., Ltd.
At the beginning of 2007, Han Gangjun and Shenzhen Haoyan signed an agreement to transfer 30% of their equity in Changchun Changsheng to the latter. Tencent News "Prism" has not yet been informed of the specific price of the equity transfer.
After three years as the largest shareholder of Changchun Changsheng, Shenzhen Haoyan transferred all the shares of Changchun Changsheng held by him to Gao Junfang and Zhang Yuhao.
After sorting out the corporate credit information, Tencent News "Pixel" found that "Shenzhen Haoyan" is a tool for Gao Junfang to completely privatize Changchun Changsheng, registered on January 9, 2007, with a registered capital of only 60,000 yuan. Gao Junfang is a major shareholder of Shenzhen Haoyan Holdings, which is 51%.
After Han Gangjun's withdrawal, Gao Junfang became the controlling shareholder of Changchun Changsheng's shareholding ratio of 30%, and his son Zhang Yihao, the mother and son two shares held up to 55%.
In February 2015, after the 19th equity transfer, Gao Junfang, Zhang Yihao (son of Gao Junfang), Zhang Youkui (spoof of Gao Junfang), the proportion of the family holding Changchun Changsheng was fixed at 54.61%, and the backdoor Huanghai Machinery was successfully listed.
On the list of the 2014 China's 400 richest people published by Forbes magazine, the Gao Junfang family ranked 371st with a price of 6.7 billion yuan. Just last month, the total market value of longevity organisms reached a record high of 29.2 billion yuan.
However, the world is impermanent, because the drug regulatory department has found out that the two vaccine products are fraudulent. So far, only over ten days have passed, Gao Junfang has been trapped, and the longevity creature has fallen to the brink of delisting.
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