China Securities Regulatory Commission issued a warning letter to Guolian Securities Co., Ltd. (601456, hereinafter referred to as Guolian securities).
On September 20 this year, Guolian securities intends to exchange shares and merge Guojin Securities Co., Ltd. (600109, hereinafter referred to as Guojin securities). However, on the evening of October 12, Guolian securities and Guojin securities issued an announcement at the same time, saying that the planned major asset restructuring was terminated, and Guolian securities merger with Guojin securities failed.
Two factors led to the issuance of warning letter
As for the warning letter issued to Guolian securities, the CSRC pointed out that it was mainly caused by two factors: on the one hand, the regulatory policy was not effectively evaluated and the preparation of restructuring options was insufficient; on the other hand, the impact on the securities market was not carefully assessed.
On September 20 this year, Guolian securities intends to exchange shares to absorb and merge Guojin securities.
According to the merger announcement, Guolian securities intends to transfer about 7.82% shares of Guojin securities held by Changsha Yongjin (Group) Co., Ltd. (hereinafter referred to as Changsha Yongjin). At the same time, Guolian securities and Guojin securities are planning to issue a shares to all shareholders of Guojin securities by Guolian securities to absorb and merge Guojin securities.
On the evening of the 12th, Guolian securities and Guojin securities announced at the same time that they would stop planning major asset restructuring. The announcement pointed out that due to the failure of the transaction related parties to reach an agreement on some of the core terms of this major asset restructuring plan, after carefully studying the opinions of the relevant parties and reaching a consensus with the transaction related parties, in order to effectively safeguard the interests of the listed company and the majority of investors, the transaction related parties carefully studied and decided to terminate the planning of this major asset restructuring.
It is worth mentioning that the merger of Guolian securities and Guojin securities is only 10 trading days from the disclosure to the formal collapse.
It has been verified that the transaction information has been leaked
On September 25, China Securities Regulatory Commission (CSRC) spokesman Chang depeng said that in response to the disclosure of trading information on Guolian securitiess acquisition of Guojin securities, the CSRC has required the company to conduct self-examination in accordance with relevant provisions, and required the company to submit a list of insiders, and has started the verification procedure.
On September 20, the merger of Guolian securities and Guojin securities was officially confirmed. But as early as September 18, Guolian securities and Guojin securities were both trading.
According to the official website, Guolian securities was founded in November 1992, formerly Wuxi securities company. In May 2008, Guolian Securities Co., Ltd. was renamed Guolian Securities Co., Ltd. with a registered capital of RMB 2.378.1 billion. It was listed on the stock exchange of Hong Kong on July 6, 2015 and on the Shanghai Stock exchange on July 31, 2020.
In terms of performance, the interim report in 2020 shows that Guolian securities achieved a revenue of 822 million yuan, a year-on-year decrease of 3.42%, and a net profit of 321 million yuan, a year-on-year decrease of 9.84%.
According to the official website, Guojin securities, formerly known as Chengdu securities, was established in December 1990 and officially renamed as Guojin Securities Co., Ltd. in November 2005. In January 2008, Chengdu construction investment incorporated Guojin Securities Co., Ltd., and changed its name to Guojin Securities Co., Ltd. and its registered capital was changed to 500 million yuan. In May 2015, Guojin securities issued 187.5 million shares in private, and the registered capital increased to 3.024 billion yuan.
In terms of performance, the operating revenue of Guojin securities in the first half of the year was 2.896 billion yuan, with a year-on-year increase of 51.36%; the net profit attributable to the parent company was 1.002 billion yuan, with a year-on-year increase of 61.24%.