Tianmu pharmaceutical's cheating on marriage has set fire to 350 million yuan of bride price disputes. Who is lying

Great wall, a major shareholder of Tianmu pharmaceutical, has been "secretly promising for life" to cause trouble In the evening of January 20, the parties disclosed the reply letter on the transfer of control right of Tianmu pharmaceutical industry, confirming the fact that they conspired to sell the shell, but they had different opinions on multiple issues such as the relationship between them and the arrangement of interests Surprisingly, the agreement disclosed by Great Wall group shows that its series of transactions with Hengqin Sanyuan also includes terms such as interest distribution Due to the inconsistent responses of various parties to several important issues, the Shanghai Stock Exchange issued a regulatory work letter to Tianmu Pharmaceutical Co., Ltd., requiring further verification and full disclosure of "the relationship and interest arrangement between Qingdao global wealth center and Hengqin Sanyuan" On January 4, Tianmu Pharmaceutical Co., Ltd announced the division of self directing and self acting interests, received the notice from Great Wall group and Zhao ruiyong, the actual controller, and received the notice from Shandong Provincial High Court to accept the case Hengqin Sanyuan v Great Wall group and other contract disputes have been filed for trial A shell sale deal that has been sealed for more than three months has been uncovered According to the reply of Great Wall group, on September 20, 2018, Great Wall group and Hengqin Sanyuan signed cooperation framework agreement, partnership investment agreement, voting power entrustment agreement, loan agreement and other series of agreements Hengqin Sanyuan agreed to provide RMB 600 million of financing loan funds to Great Wall group, and transferred 27.25% of Tianmu pharmaceutical held by Great Wall group through the establishment of two partnerships Shares At the same time, Great Wall group irrevocably entrusts the voting rights and proposal rights of its shares to Hengqin Sanyuan for a long term In particular, according to the agreement, the partnership will own, use and dispose of the subject shares, enjoy the corresponding shareholder rights of the subject shares, and Great Wall group will enjoy the right of return Why does Great Wall group, which sells its shares, still have the right of return? Originally, according to the agreement, Hengqin Sanyuan or Hengqin Sanyuan appointed a third party as the general partner to establish two limited partnerships Great Wall group has designated non affiliated entities as the sole limited partners of the two partnerships "It is understood that Great Wall group took the loan of Hengqin Sanyuan and appointed relevant parties to participate in the partnership as LP, and the latter transferred Tianmu pharmaceutical shares held by Great Wall group." Market analysis Behind the scenes of "sell yourself, buy yourself" is the play of profit distribution According to the agreement, the interest distribution of both parties shall be calculated based on the benchmark price of 25 yuan / share Before the maturity of the loan provided by Hengqin Sanyuan, when the share price is more than 30 yuan / share, the general partner has the right to decide unilaterally on disposal, and the proceeds after disposal shall be distributed according to the agreement According to the agreement, when it is higher than 25 yuan / share, the proportion of income distribution higher than that of some general partners and limited partners is 4:6 The latest share price of Tianmu pharmaceutical is 19.28 yuan The agreement also stipulates the arrangement of interest distribution in other cases Therefore, the purpose of Hengqin Sanyuan is only for financial investment After the above agreement is signed, Hengqin Sanyuan will lend 350 million yuan to Great Wall group Zhao ruiyong, the head of Great Wall group, then pledged 51% of its stake in Great Wall group to the former, and then failed to further promote it, which eventually led to the lawsuit What is the identity of the three elements of Hengqin? Great Wall group previously said that Qingdao Global Wealth Center announced that due to the restrictions on investment and financing of state-owned and private enterprises, Hengqin Sanyuan, the designated capital channel, came out at the same time and in the same place, and signed a series of agreements such as cooperation framework agreement with great wall film and Television Group In response, Great Wall group specially pointed out that the signing of the three parties was in the conference room of Qingdao global wealth center company, Laoshan District, Qingdao To this end, the signing place in the reply of Qingdao global wealth center is only vaguely expressed as "Laoshan District of Qingdao city", while Hengqin Sanyuan is not explicitly signed However, it is undeniable that the signing date of relevant agreements among the three parties is the same day On the other hand, Qingdao global wealth center and Hengqin Sanyuan said unanimously that they had not signed any agreement or any other agreement or potential interest arrangement In addition, both parties deny that they have agreed or signed any termination agreement or memorandum of understanding with Great Wall group Qingdao global wealth center only acknowledges that it signed a strategic cooperation framework agreement with Great Wall group on September 20, 2018 With an investment intensity of no less than 1 billion yuan, Qingdao global wealth center company will carry out multi-level in-depth cooperation with Great Wall group in the fields of culture, tourism, health, residential real estate and commercial real estate development through equity, debt and business Great Wall group plans to move its two listed companies, great wall film and television and Great Wall animation, to Laoshan District, Qingdao Qingdao global wealth center is the controlling shareholder of Huilong Huaze, the second largest shareholder of Tianmu pharmaceutical In 2017, Huilong Huaze won 22% of the equity of Tianmu pharmaceutical through several licensing, with an investment cost of about 30 yuan / share This special identity, coupled with the fact that "at the same time and in the same place" signed a contract, makes the connection between Qingdao wealth center and Hengqin three yuan inevitably fascinating Based on the inconsistent responses from all parties, Shanghai Stock Exchange issued a regulatory letter to Tianmu Pharmaceutical Co., Ltd., asking for further verification and explanation on "whether the agreement on transfer of controlling shares has been reached", "whether the agreement on cancellation has been reached", "the relationship and interest arrangement between Qingdao Global wealth center and Hengqin Sanyuan" According to the announcement, Great Wall group currently holds 4 listed companies and more than 100 subsidiaries, with an asset liability ratio of 77.71% as of the end of the third quarter of 2018 As a result of the above-mentioned lawsuit with Hengqin Sanyuan, the shares of great wall film and television and Great Wall animation held by Great Wall group have been frozen by the judiciary.