Roley Home Textile Completed Equity Pfer To Pave The Way For Subsequent Reduction Plan

Break up the whole territory and escape the 5% red line; relatives take over the plate, reduce the risk of paction; declare the unanimous action people, avoid the ban on reduction.

In the weak market, Luo Lai home textile (002293, stock bar) completed a 26.97% with a set of meticulous and unique "combination boxing".

The pfer and paving the way for the subsequent reduction plan.

In the current market, stock holdings are reduced.

The big shareholders really took a lot of thought.

Careful observation of its pfer plan is not difficult to see that its design routines belong to the same way as previously reported by our newspaper, but in order to avoid paction risks and reduce paction costs, it also embeds the design of "non concerted action" to make the whole scheme more precise.

July 25th, Luo Lai

Issue a notice of the pfer of ownership by the agreement.

The former largest shareholder of the company has invested part of the share pfer to 4 people including Xue Junteng, Xue Jinchen, Wang Chen and Xue Jianfeng.

So far, the market has been concerned about the Luo Lai home textile "large" reduction plan temporarily ended.

Looking back at the stock pfer situation, the company issued a notice in July 2nd. The company's actual controller Xue Weicheng and its related party investment holdings totally reduced the share of 189 million shares by the agreement pfer mode, accounting for 26.97% of the total share capital.

And the other side is his son, daughter-in-law, nephew and other relatives.

Through this pfer, Xue Weicheng's nephew Xue Jun Tang will get 84 million 217 thousand and 860 shares, accounting for 12% of the total share capital. Xue Weicheng's son Xue Jinchen, Xue Weicheng's daughter-in-law Wang Chen and Xue Weicheng's nephew Xue Jianfeng will get 35 million 20 thousand and 600 shares respectively, accounting for 4.99% of the total share capital respectively.

Xue Weicheng is still the actual controller of the company.

In particular, investment holding companies, Xue Weicheng and Xue Junteng, Xue Jinchen, Wang Chen and Xue Jianfeng jointly signed the statement of non operative parties.

This is a typical "split warehouse".

For example, in June 25th, Changan group, the controlling shareholder of Bao Mo share (002476, stock bar), dispersed the 170 million shares held by the group to 7 natural persons, which accounted for 27.78% of the total share capital.

It is worth mentioning that the proportion of shares acquired by the 7 persons is not more than 5%, which means that the receiver will not be constrained by information disclosure and "reduce the new rules", and may choose to leave the market according to market conditions.

"Generally speaking, the reduction of large shareholders in listed companies is a way to take a large paction or agreement pfer. First, the pfer is made at a lower price to the pferee, and then the pferee sells on the two tier market, which can avoid tax and save the trouble of information disclosure."

In the view of investment bankers, the pfer of large shareholders from the home textile company to family members is more advanced.

"This kind of warehouse operation is generally considered as a tax avoidance, and the price of the agreement pfer will not be too high. This requires the formulation of a complex profit distribution plan and there will be some risks in the implementation."

"The real controller of the home textile company pferred directly to the relatives of his son and daughter-in-law, which not only avoided the restriction of reduction, but also reduced the tax burden reasonably and completed the inheritance of family wealth.

In addition, the risk of the entire pfer process is relatively small. "

The investment bank analysts said.

This is indeed the case. From the point of view of pfer price, Xue Weicheng's equity pfer is indeed a "big family feedback". The pfer price of 8.88 yuan / share is much lower than the closing price of 18.13 yuan yesterday.

It is not difficult to see that the key point of the "split warehousing" of the home textile company is the "unanimous action statement", which makes the relatives with obvious ties become an unregulated "non concerted action", plus the right proportion of share pfer to ensure that the subsequent reduction road will be unimpeded.

However, should they belong to relatives of concerted action and deliberately circumvent compliance by signing agreements?

After consulting the relevant laws and regulations, it was found that only the "management method of acquisition of listed companies" (hereinafter referred to as the "measures") has defined the "concerted action".

The measures clearly point out that "natural persons holding more than 30% of the shares of investors, their parents, spouses, children and their spouses, parents of spouses, brothers and sisters and their spouses, brothers and sisters of spouses and their spouses and other relatives shall be the same persons who share the shares of the same listed company".

Statistics show that Xue Weicheng holds 55% of investment holding, while investment holding is the largest shareholder of the company.

Obviously, Xue Weicheng and his son and daughter-in-law are in line with the above measures.

However, there is an "exception" clause in the "measures": investors believe that they should not be regarded as acting in concert with others, which can provide the contrary evidence to the SFC, but precisely this clause leaves room for maneuver.

A letter of inquiry was sent to the exchange. Roley's home textiles explained that all parties involved in the agreement had already signed a statement of "non concerted action".

In addition, Xue Junteng, Xue Jinchen, Wang Chen and Xue Jianfeng are the younger generation of the actual controller Xue Weicheng, but the age gap between them is quite different. The living and working environment is quite different. Four of them have formed their own independent judgement and cognition ability.

The announcement stressed that Xue Jinchen was the son of the actual controller Xue Weicheng and his ex-wife, who agreed at that time: Xue Jinchen was raised by his mother, and his mother surnamed once.

The actual controller pferred part of his property to Xue Jinchen's name, which is actually a compensation for his children's emotional and economic aspects.

Roley textile said that there was direct and sufficient evidence that the actual controller and his children and their spouses did not form a consistent action relationship, which was in line with the provisions of the eighty-third regulation of the acquisition of listed companies.

"At present, the definition of" concerted action "is still vague by the regulatory authorities. From the" measures ", it can be seen that what is the opposite evidence and how to identify it in law is not clear.

Roley's home textile equity pfer is precisely the edge ball that has been supervised.

Foreshadowing.

A lawyer in Shanghai said.