Influenced by the news, Jiyao Holdings fell 5.77% in early trading, but under the pull of mysterious buying, Jiyao Holdings closed at 4.19 yuan, down 3.23%. At this time, however, the stock price has fallen by nearly 36% from the 7.26 price hike.
Jiyao Holding Fancy Cutting Leek?
In retrospect, the wish of Jilin Pharmaceutical Holdings to join hands with the richest man in Jilin may be true, but the holding of the word suspension or termination in the resumption announcement has caused huge losses to investors. Industry insiders said that Jiyao Holdings is a typical cutting leek method.
So how does Jiyao Holdings cut leek? Let the fund gentleman give you a brief review:
On July 11, Jiyao Holdings issued a major asset restructuring announcement, saying it was planning to acquire and amend 100% of the pharmaceutical industrys equity. Because the revised pharmaceutical industry is a well-known local pharmaceutical enterprise in Jilin, with an annual income of 60 billion yuan, while the revised pharmaceutical industry has an annual income of only 900 million yuan, the purchase case of the pharmaceutical industry is also known as snake swallowing elephant acquisition.
On the evening of July 24, Jiyao Holdings issued a reorganization announcement, formally announcing the failure of the plan to revise the pharmaceutical restructuring and listing, but still said that future acquisitions were still possible. Subsequently, Jiyao Holdings ushered in two consecutive days of ups and downs, with 280 million funds coming in and betraying the focus group expectations. By the end of the day, Jiyao Holdings shares had reached a new high of 6.53 yuan in the past two months.
To the publics surprise, on July 26, the backdoor company amended the pharmaceutical industry and clarified on its official website that the agreement was completely terminated and that the announcement of the listed company was appropriately beaten in the face.
On July 29, the stock price fell to a halt on that day, as the corrected announcement issued by Jiyao Holdings confirmed that the restructuring plan was ultimately unsuccessful and there was no possibility of further advancement. As of the close, Jiyao Holdings shares were 5.88 yuan.
Hot money has also been smothered? The largest tradable shareholder has reduced its holdings by nearly 1% after two trading stops.
For two consecutive trading days after the resumption of trading on July 25, the total turnover capital of Jiyao Holdings reached about 280 million yuan. Most of these funds came in response to Jiyao Holdingsexpectation that it might continue to promote the acquisition of the revised pharmaceutical industry.
According to the Dragon and Tiger List on July 26, the top five purchases amounted to 41.38 million yuan, accounting for 16.45% of the total transaction amount on that day, and the top five sales amounted to 62.51 million yuan, accounting for 24.85% of the total transaction amount on the whole day. From the perspective of trading seats, the seats of Xingye Securities Business Department of Hudong Road in Fuzhou and Nanping Jiefang Road in Huaxin Securities in 2019 all show up.
According to the list of dragons and tigers on the 30th, the Clarification Announcement of the 29th amendment made the hot money rushed in the first two days foolish and fled on the 30th. Xingye Fuzhou Hudong Road sold 9.263 million yuan, while Huatai Hangzhou Qiushi Road sold 5.617 million yuan. According to the simple calculation of the fund gentleman, this is almost all the stocks they bought on the 26th. In other words, two hot money seats lost at least 10%.
How serious is the investigation filed by the SFC?
According to a press conference of the Securities Regulatory Commission on Friday, in recent years, the Securities Regulatory Commission has maintained a high-pressure situation in enforcing law on illegal information disclosure of listed companies. According to the data of the Securities Regulatory Commission, between 2016 and 2018, 170 illegal cases of information disclosure of listed companies were punished, the total amount of fines was 20.61 million yuan, and the total number of people banned from the market was 80. The objects of accountability involved more than 1202 persons of Dong Jiangao, major shareholders and actual controllers. A total of 113 responsible persons were punished with top-notch fines and given to the public. Nineteen suspected criminal cases were transferred by security organs.
Once the SFC confirms the fact that the letter approval violation of Jiyao Holdings is established, not only companies and relevant responsible persons will be punished accordingly, but also small and medium-sized investors can apply to listed companies for compensation.
According to the previous case of Zhao Weis 51 times bars acquisition of Wanjia Culture, Wanjia Culture (now renamed Xiangyuan Culture), Wanjia Group and Kong Deyong were punished by the SFC in August 2018 for information disclosure violation.
Specific punishments are: warning Wanjia Culture and imposing a fine of 600,000 yuan; warning Wanjia Group and imposing a fine of 600,000 yuan; warning Kong Deyong and imposing a fine of 1.2 million yuan; and deciding to take a life-long security market ban on Kong Deyong;
According to the SFC, tens of thousands of cultures failed to disclose major events related to the acquisition in time and made false records in the relevant report on abnormal fluctuations in stock transactions.
From the end of 2016 to the beginning of 2017, Longwei Media of Zhao Wei and Huang Youlong tried to leverage 51 times to buy Wanjia Culture, and then stopped because of lack of funds. During this period, the stock price of Wanjia Culture fluctuated violently, and some investors who were affected by good news suffered certain losses.
On the evening of August 6, Xiangyuan Culture of listed companies announced the progress of litigation. As of the announcement day, the company has received 24 Civil Judgments from Hangzhou Intermediate Peoples Court. The court has made a first instance decision on 24 plaintiffs suing the company for disputes over liability for false statement of securities. Xiangyuan Culture and Zhao Wei, Longwei Media and Kong Deyong awarded a total compensation of 2.249 million yuan.
Information disclosure problem company throw the pan to employees
For the adjustment of the announcement of Jiyao Holdings and the major changes in the future restructuring expectations, Shenzhen Stock Exchange also issued two letters of concern at the first time, asking Jiyao Holdings to explain whether there are such problems as deliberate closure, speculation on stock prices, deliberate false documents and so on. Among them, the exchanges error theory of Jiyao Holdings. Law also expresses the focus of attention.
On July 25, after Jiyao Holdings announced the failure of restructuring, Shenzhen Stock Exchange issued its first letter of concern to the company, requesting Jiyao Holdings to explain the reasons and rationality of the termination of the acquisition. Since the company knows that the revised backdoor listing of the pharmaceutical industry does not comply with the current regulations, why Jiyao Holdings still has major asset restructuring, whether there are intentional suspension, inadvertent suspension, speculation in stock prices and other situations, and requires the company to self-check whether there are false records or misleading statements.
On the evening of July 28, Jiyao Holdings responded to the above-mentioned letter of concern, saying, Because of the huge size of the revised pharmaceutical industry and the large number of business sectors, its sales and profits and other financial indicators can not be directly and simply judged, its assets suitable for cooperation need to be carefully checked by professional institutions, and whether it triggers GEM reorganization and listing is not a good judgement. u3002 In order not to bring risks and market impact to both sides, it is necessary to revise the opinions of the pharmaceutical industry to deliberate on specific matters after the suspension of licensing.
According to the interpretation of Jiyao Holdings, after the suspension of the license, it was found that the restructuring and listing of the pharmaceutical industry had constituted the limitation of the current listing rules, which ultimately led to the failure of the acquisition of Jiyao Holdings.
The announcement said, At the time of issuing the suspension announcement, the financial data of the pharmaceutical industry in recent years have not been revised. From the preliminary judgment, the acquisition has constituted a major asset reorganization, but it is not sure whether it constitutes a reorganization and listing. During the suspension period, after the exchange of information between the two sides and the judgment of the professional institutions, it has been confirmed that the reorganization of the GEM has constituted a listing. Because the implementation rules of the reorganization of the GEM have not yet been clear, it can not be further promoted for the time being.
In addition to the judgment of restructuring suspension, the exchange believes that the false announcement of staff mistakes proposed by Jiyao Holdings is also questionable.
On July 26, the exchange again sent a letter of concern to Jiyao Holdings, pointing out that in the process of transferring and terminating the Agreement on the Removal of Intention Agreement for the Restructuring of Major Assets, the revised draft was mistakenly filed as the final draft, which resulted in erroneous information disclosure, and pointing out that the fault was attributed to the operator. Whether the mistake conforms to common sense and actual situation or not, the board of directors of the company checks whether there is a case of using false disclosure to cooperate with other interests arrangement.
In this regard, Jiyao Holdings insists that the false announcement is caused by mistakes. In a letter of reply from the company dated 29 July, Jiyao Holdings said that the termination agreement of intent agreement signed between the company and the amended pharmaceutical industry was signed on the afternoon of 24 July 2019. Because the signing place is in the opposite company, the companys staff used mobile micro-message to transmit the signature page photos of the agreement in order to complete the information disclosure work as soon as possible. In the case of short time, the uploader mistakenly uploaded the revised draft of the agreement as a signature page attached to the final draft, and quoted parts of the agreement that were inconsistent with the final facts in the preparation of the announcement.
According to Jiyao Holdings, since the company and the revised pharmaceutical industry did not fully discuss specific cooperation issues before the suspension, after the suspension of the companys license, the company discussed and analyzed many times with the relevant personnel of the revised pharmaceutical industry and exchanged opinions. Because the revised pharmaceutical industry is huge and has many business sectors, merger and acquisition of revised pharmaceutical industry assets will constitute a reorganization. The scheme of listing can not be implemented at present.
In the latter part, we revised the cooperative scheme several times, and studied the transfer scheme of controlling rights. The actual controller of Xiu Liangguis personal transferee company, Lu Zhongkui, the chairman of the pharmaceutical industry, and the concerted actors Huang Kefeng and Sun Jun held part of the companys equity. Then Xiu Lianggui held the listed company by himself by giving up the right to vote properly. However, to avoid abnormal fluctuations in the secondary market share price and the emergency suspension of trading, resulting in poor communication between the two sides on the specific content, too short time to adjust, and the lack of qualifications for cooperation matters, which led to the termination of the major asset restructuring program.
The company stressed that this information disclosure error is caused by the clerks temporary negligence in the process of uploading documents, which belongs to incidental events, and there is no case of intentional reporting of false documents. At the same time, the companys actual controllers and directors do not trade company stocks during this period, and the board of directors does not use false disclosure to cooperate with other interest arrangements.
Have you ever wanted to sell yourself to SASASAC before acquiring the revised pharmaceutical industry?
In January 2018, Jiyao Holdings increased its investment in Haitong Pharmaceutical Co., Ltd., invested 67.0625 million yuan and held 10% of Haitong Pharmaceutical Co.
In April 2018, it announced that it would buy 70% of Yuanda Kanghua (Beijing) Pharmaceutical Co., Ltd. for 12.6 million yuan.
In June 2018, Jiyao Holdings announced that it would buy 70% of Liaoning Merlot Pharmaceutical Supply Co., Ltd. with cash of 28 million yuan; in September 2018, it announced that it would pay cash to buy 99.68% of Puhua Pharmaceutical Co., Ltd. held by 46 natural persons, such as Yang Hua, with a tentative price of 618 million yuan.
While people are concerned about the extension expansion of Jiyao Holdings in the future, Jiyao Holdings disclosed the news of the change of control rights in May this year.
According to the announcement, on May 17, 2019, the controlling shareholders of Jiyao Holdings, Mr. and Mrs. Lu Zhongkui and Mr. Huang Kefeng, and the shareholders Sun Jun, who hold more than 5% of the shares, and the shareholder of Meihekou Jinhe Dezheng Venture Capital Center (Limited Partnership), signed the Agreement on Share Transfer Intention with Jisheng Capital Management, Mr. and Mrs. Lu Zhongkui and Mr. Huang Kefeng, Sun Jun Jinhe Dezheng Venture Capital Center (Limited Partnership) has agreed to transfer part of its holdings of Jiyao Holdings to Jisheng Capital Management in accordance with the agreement. The total number of shares to be transferred is 101 million, accounting for 15.18% of the total equity.
After the transfer of shares, Luzhongkui and Huang Kefeng intend to transfer 95.163 million shares of the remaining shares, accounting for 14.29% of the total equity of Jiyao Holdings (including the shares increased by the above shares due to share allocation, share offering and share adding), corresponding voting rights, nomination and proposal rights, participation rights, supervision and suggestion rights, as well as the rights except earnings rights, share transfer and share adding rights). Other rights besides property rights such as pledge guarantee are entrusted to Geisseng Capital Management to exercise.
Less than two months later, Jiyao Holdings turned around to acquire the revised pharmaceutical industry and terminated the change of control rights.
Source: Yang Bin_NF4368, Responsible Editor of China Foundation Newspaper