被中小股东叫停！这家公司重大资产重组“黄了”

Core Viewpoint - Several listed companies have recently announced the termination of acquisitions, with Huafeng Chemical's termination being notably due to the lack of approval from minority shareholders [1][2] Group 1: Acquisition Details - Huafeng Chemical planned to acquire 100% equity of Zhejiang Huafeng Synthetic Resin Co., Ltd. and Zhejiang Huafeng Thermoplastic Polyurethane Co., Ltd. through a combination of issuing shares and cash payments [3] - The acquisition was valued at 40.4 billion yuan for Huafeng Synthetic Resin and 19.6 billion yuan for Huafeng Thermoplastic, with the deal constituting a related party transaction due to the involvement of the controlling shareholder [3][7] - The board and supervisory committee approved the restructuring plan, but the shareholder meeting failed to pass the necessary resolutions due to the absence of votes from related shareholders [3][4] Group 2: Voting Results - The voting results showed that only 1.42 billion shares (47.04%) supported the proposal, while 301.99 million shares (9.98%) opposed it, and 1.3 billion shares (42.98%) abstained, failing to meet the required two-thirds majority [4] - Among minority shareholders, 1.28 billion shares (44.46%) were in favor, while 301.99 million shares (10.47%) opposed, and 1.3 billion shares (45.08%) abstained, indicating a significant level of abstention [5][6] Group 3: Financial Performance and Concerns - The target companies showed strong financial performance in 2024, with Huafeng Synthetic Resin generating 3.42 billion yuan in net profit and Huafeng Thermoplastic generating 1.63 billion yuan, both reflecting growth from the previous year [7] - However, the high growth rates and substantial dividends raised concerns among investors, as Huafeng Synthetic Resin distributed 1.556 billion yuan and Huafeng Thermoplastic distributed 460 million yuan in dividends, totaling 2 billion yuan [8] - The significant dividend payouts led to increased debt levels, with Huafeng Synthetic Resin's debt-to-asset ratio rising from 60.48% to 75.75% and Huafeng Thermoplastic's from 71.44% to 85.21% [8] Group 4: Shareholder Concerns - The distribution of dividends raised questions about the fairness of asset valuations and potential conflicts of interest, as the funds primarily benefited the controlling shareholder's family [9][10] - Despite the failed acquisition, Huafeng Chemical expressed intentions to continue discussions with the transaction parties and fulfill commitments regarding the injection of assets into the listed company [10]