The hottest XCMG case is pending, and Carlyle's ac

2022-10-13
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XCMG case pending Carlyle's acquisition of Sichuan Honghua is in dispute

XCMG case pending Carlyle's acquisition of Sichuan Honghua is in dispute

"At that time, when the case of Carlyle's acquisition of XCMG was pending, it was reported that Carlyle Group's next target had targeted an oil equipment company, Sichuan Honghua Petroleum Equipment Co., Ltd., which was the second largest drilling rig manufacturer in China. According to a senior Carlyle China official, the investment amount would reach...

Carlyle's acquisition of" XCMG " As the case is pending, it is reported that Carlyle Group has targeted Sichuan Honghua Petroleum Equipment Co., Ltd., an oil equipment company, which is the second largest drilling rig manufacturer in China

according to a senior Carlyle China official, the investment amount will reach 10million US dollars. At present, the negotiation has entered a critical stage

however, according to the investigation, in order to meet the listing requirements as soon as possible, Sichuan Honghua, which is preparing to go public this year, may delay the process of Carlyle's acquisition by issuing equity disputes with several original investors in the process of improving the corporate governance structure and regulating equity

Carlyle's new investment goal

the news that Carlyle plans to invest in Sichuan Honghua was first reported at a venture capital conference held in Chengdu in November 2006, attended by Zhang Fan, a partner of Sequoia Fund. At the meeting, some participants disclosed that Carlyle was negotiating investment with an oil equipment manufacturing enterprise in Sichuan, and Sichuan Honghua was not known to the outside world at that time

up to now, both sides are still tight lipped about investment details

"I am in charge of talking about investment with Carlyle, but before signing the final agreement, everything is variable, and there is no more information to disclose." Liugangqiang, the Secretary of Sichuan Honghua, declined to disclose more information

Li Yanmei, communications manager of Carlyle Group in Asia, said she was unaware of the matter

however, the news that Sichuan Honghua is about to receive foreign investment has reached Guanghan City, which has a population of only about 600000. "I heard that foreign investors want to control Honghua company, and the company is also preparing to go public. I don't know whether my shareholders' equity will be affected." An employee of Guanghan production base of Chengdu general machinery plant of Sichuan Petroleum Administration kept asking that she was one of the original investors of Sichuan Honghua

people in the industry believe that it is not surprising that Sichuan Honghua has been favored by Carlyle this time

according to the latest industrial and commercial data obtained from Deyang Municipal Administration for Industry and commerce where Sichuan Honghua is located, Sichuan Honghua has a registered capital of 72million yuan and is engaged in the research, design, manufacture and packaging of large-scale equipment for oil drilling rigs and oil exploration and development equipment

"the field of petroleum equipment manufacturing has become the most promising investment field for small and medium-sized enterprises." Zhaozhiming, Secretary General of China Petroleum and chemical equipment industry association, said

Sichuan Honghua is the second largest drilling rig manufacturer in China. In 2005, Sichuan Honghua earned foreign exchange of 20million US dollars

one of Carlyle China made it impossible for it to implement. The senior management once revealed that this time it was acquired by the Asian venture capital fund under Carlyle Group. "The investment scale of Carlyle Asia venture capital fund is generally between 10million and 30million US dollars, but it accounts for a considerable proportion of Carlyle's total investment in China." A venture capitalist in Chengdu said, "the investment direction of Asian venture capital funds is generally emerging industries or high-tech industries, but this time they chose the traditional energy equipment manufacturing industry, which shows that Carlyle's investment field is not divided into industries, only the most valuable enterprises."

it is not clear whether Carlyle will enter or merge as a strategic investor. "If Carlyle invests more than 10million US dollars and the registered capital of Sichuan Honghua is 72million yuan, the contributions of both parties are roughly the same, and Carlyle may control Sichuan Honghua by a weak advantage." The aforementioned venture capital analysts said

equity disputes are difficult to solve

however, it will change after a period of time. Sichuan Honghua, which has been officially preparing for listing since August 2005, is facing equity disputes

in 1997, at the beginning of the establishment of Sichuan oil Guanghan Honghua Co., Ltd., the predecessor of Sichuan Honghua, nearly 1000 employees of the former Sichuan Petroleum Administration Bureau oil drilling and production equipment manufacturing plant (hereinafter referred to as the drilling and production plant), each contributed 300 yuan at the price of 1 yuan per share, with a cumulative capital of about 300000 yuan, accounting for 35% of the company's total share capital at that time; After allotment and share delivery, each investor of the drilling and production plant now holds 7965 shares

to be listed, Sichuan Honghua must clarify these equity relationships

Sichuan Honghua said that this part of the shares were represented by 11 natural persons at the time of industrial and commercial registration, and the rest of the investors were actual hidden shareholders. In order to regulate equity and not pose a substantive obstacle to the listing plan, the company decided to repurchase shares from these investors at the price of 5.8 yuan per share, and has obtained the consent of these 11 natural persons

however, Sichuan Honghua's method of capital reduction and repurchase has not been unanimously agreed by all shareholders. "The development prospect of the company is very good, and we are unwilling to sell our stocks." Yang Jie (a pseudonym), the original investor of the drilling and production plant, clearly opposed this

Yang Jie said that the company forcibly passed the equity repurchase agreement in January 2006, and informed that the industrial and commercial registration related to the repurchase had been officially completed on April 26, and all the equity repurchased by agreement had been cancelled in the industrial and commercial department

"the company means that whether you like it or not, the company has forcibly repurchased its equity in this way, and the rights and interests of our investors have become cash." Yang Jie was very angry

in Yang Jie's view, the company's practice is also questionable: "first, we did not sign an authorization agreement with the representatives of the 11 natural person shareholders, and they cannot pass the equity repurchase agreement without our consent; second, we have never personally opened an account in the bank, and they directly deposit money into it, resulting in a fait accompli, which is a typical forced repurchase."

according to the analysis of song Yixin, a lawyer of Shanghai xinwangwenda law firm, if the shareholder representative is not authorized, the subject signing the repurchase agreement is illegal; It is illegal for a bank to open an account without its consent; Finally, even if the company is cancelled, it must be liquidated, otherwise it will constitute illegal encroachment on the rights and interests of shareholders. "From these simple points, we can see that there are many illegal acts in the practices of Honghua company." Song Yixin said

but Liu Gangqiang, the Secretary of Sichuan Honghua, was always unwilling to respond to the above statements

it is understood that after Sichuan Honghua unilaterally notified that the equity repurchase had ended, more than 70 hidden shareholders were still dissatisfied with the company's decision and were still continuously reflecting upward, hoping to safeguard their own rights and interests

in the view of analysts, if Sichuan Honghua cannot properly solve the problem of hidden shareholders, it will not meet the requirements of the CSRC, which will delay the listing time of the company

"although Carlyle will not give up the acquisition of Sichuan Honghua because of this, if the equity dispute is not resolved, it will delay the process of Carlyle's acquisition." Analysts say so

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