*ST Kerry (002072): "Creditors" Wang Jian Rush To Increase Holdings Of Shares Nominated Executives Frequent Shots

In June 5th, *ST Carey announced that Wang Jian nominated Wang Xuanzhe as a non independent director candidate in June 2nd.

This is the third director candidate of *ST Kerry recently.

In May 28th, *ST Carrey announced that Zhang Peifeng commissioned a vote of about 9 million 143 thousand and 100 shares (5.19% of the company's total equity) to Wang Jian, and Wang Jian also planned to increase shares of 3% of the company's total equity within 3 months.

At the same time, *ST Carrey's board of directors also welcomed the adjustment. Many directors resigned. *ST Kerry's board nominated Ji Xiaowen and Qin Lihua as candidates for directors.

Since May 28th, *ST Kerry has been on a downward trend, and the 4 trading limit has been recorded on the 6 trading day.

In June 4th, the Shanghai and Shenzhen Stock Exchange's public information showed that *ST Kerry was on the list of three or 12% consecutive ST or S securities.

It is worth noting that Wang Jian is the creditor of Zhang Peifeng, the former chairman of the company. He did not own *ST Carrey stock.

*ST Kerry announced that Wang Jian acted as an important shareholder.

At present, *ST Kerry is still in a state of no actual control. Whether Wang Jian will change the company's current situation of non controlling people has attracted much attention from the market.

In June 5th, the Securities Daily reporter called *ST Kerry as an investor. The company official said it was not clear that Wang Jian had personal thoughts on the actual control. However, if the relevant standards were met, the company would disclose it in time and invite investors to pay attention to the company announcement.

"Creditors" rush to the rescue

In July 24, 2018, Zhang Peifeng and Ren Fei, Wang Teng, Huang Jinyi, Guo Wenfang signed a concerted action agreement after the expiry of the contract no longer renewed, *ST Kerry changed to no controlling shareholder, no actual controller of the company.

In the fifth quarter, Zhejiang became the largest shareholder passively, and its Sun Jun was elected chairman of *ST Kerry in September 14th of that year.

However, when Sun Jun took over as chairman for more than half a year, the company was faced with the special treatment of "delisting risk warning" because of its three major provisions, which are negative net worth for two consecutive years, negative net assets at the end of the year and audit reports issued by the auditors.

The company's annual report shows that in 2017 and 2018, *ST Kerry realized net profit of -0.35 billion and -2.5 billion attributable to shareholders of listed companies respectively. At the end of 2018, the net assets attributable to shareholders of listed companies amounted to -1.89 billion yuan.

In addition, the company's annual report in 2018 was also issued by auditor's CPA firm's "unable to express opinion" audit report.

The company cautions that if the net profit is negative in 2019, net assets are negative, or the audit report that can not express opinions or negative opinions will be issued, the company will be suspended from listing.

According to the latest quarterly report released in 2019, *ST Kerry achieved only 2 million 426 thousand and 200 yuan of operating income, a decrease of 94.27% over the same period last year, and a net profit of -383.15 million.

*ST Kerry's "shell protection" situation is extremely grim.

At this point, Zhang Peifeng, chairman of *ST Carrey, entrusted all of his shares to Wang Jian, the creditor.

Wang Jian also announced that it will increase its 3% stake in the next 3 months. After the completion of the holdings, Wang Jian will have about 8.19% of the voting rights, which is equivalent to the fifth largest shareholder in the current period.

Wang Jian formally walked from Zhang Peifeng's creditors to the front desk of *ST Carey.

Regarding the change of rights and interests, the client Zhang Peifeng said, "it is convenient for Wang Jian to exercise shareholder rights, and urge the listed companies to take necessary measures as soon as possible to solve the 2018 annual audit report of the company, unable to express the matters related to the opinions, strive to eliminate the risk of suspension of listing, and maximize the value of the interests of Wang Jian's creditors by holding and increasing the value of the shareholding tickets."

Board of directors "exchange of blood"

After Wang Jian came to the front desk, *ST carry board ushered in a big change.

In May 31st, *ST Carey announced that the company received the written resignation report of Sun Jun, director, deputy general manager and chief financial officer, Liu Shuyan, director, deputy general manager, Secretary of the board of directors Zhang Bin, and 4 representatives of the securities affairs representative Liu Ning in May 30th.

Among them, Sun Jun and Liu Ning will no longer work in the company after their resignation. Zhang Bin and Liu Shuyan will continue to work in the company, but will no longer serve as executive executives of the company.

Due to the resignation of a number of board members, the number of members of the board of directors will be lower than the statutory minimum. According to the relevant provisions, Sun Jun and Liu Shuyan will continue to perform the duties of directors before the full directors are elected by the company's by election.

When the former board members resigned, new candidates appeared one after another.

In May 31st, *ST Kerry nominated Ji Xiaowen and Qin Lihua as candidates for the company's non independent directors and was approved by the board of directors. Wang Jian submitted the above matters to the company's 2018 annual general meeting for consideration.

On that day, the board of directors also decided to appoint Zhu Xiaoyan as chief financial officer of the company.

In June 2nd, Wang Jian nominated Wang Xuanzhe, who had ties with him, as an independent director candidate of *ST Carey.

As for the relationship between Wang Jian and Wang Xuanzhe, *ST Kerry said the two sides had invested in a company jointly.

Shen Meng, executive director of Shensong capital, told the Securities Daily reporters that "before *ST Carrey's moves and current signs, it was preparing for Wang Jian's men to take over *ST Kerry's actual control."

It is worth noting that Ji Xiaowen, one of the board candidates, has an impact on the capital market.

His resume shows that Ji Xiaowen has served in ST nine, Rui Maotong, Shenzhen Hui Cheng and Qun Xing toys.

Ji Xiaowen, a capital insider, said that he was good at capital operation.

A frequently cited example is the promotion of ST nine restructuring during its nine ST executives. That is, during this period, ST nine had created 30 capital myth of trading boards.

In addition, the reporter noted that Zhu Xiaoyan, who was appointed chief financial officer, had many intersections with Ji Xiaowen in his CV.

The two men worked in Huicheng, Shenzhen and Qun Xing toys at the same time.

At the end of April 2019, Ji Xiaowen resigned as chairman of Qun Xing toys. In May 31st, Zhu Xiaoyan also resigned as general manager and chief financial officer of Qun Xing toys.

The two are also expected to join *ST Carey management.

For Wang Jian to face the biggest challenge after taking over, Shen Meng believes that *ST Kerry has been "special processing", the biggest challenge is to avoid being suspended from listing. It is expected that *ST Kerry will carry out asset restructuring in the future.

The board's "big change" may also have some considerations.

On May 11th, Yi Hui man, chairman of the China Securities Regulatory Commission, said at the 2019 annual meeting of the China Association of listed companies and the seventh session of the Second Council, we should explore ways of innovating delisting and achieve various forms of delisting channels.

Enterprises that seriously disrupt market order and touch the standards of delisting standards must resolutely withdraw from the market and go back to the end.

On the evening of May 17th, the Shanghai and Shenzhen Stock Exchange announced the 4 collective withdrawal of *ST hareun.

In addition, there are *ST guarantees.

In the current situation, Wang Jian, who is coming to the front desk, is still in need of further observation if he can help Carey, who is good at capital operation, to help *ST Carey smoothly.