The reorganization process has been affected. How many people are involved in the acquisition of Shengguang shares?

After being accepted by the China Securities Regulatory Commission in December last year, the case of Shengguang Shares’ acquisition of Yarun Culture is still in the review stage. An important reason for the slow progress of the merger, acquisition and reorganization case is that the relevant parties involved in the reorganization were investigated and filed for suspected violations of the law. As expected, two cases of insider trading have recently been exposed in this case. Each of the acquiring party and the acquired party had a "big rat" caught

"Following Shengguang Shares, I am dealing with a company I invested in last year. The company is discussing the acquisition, and there will be results next week." Such a text message revealed the insider trading in the process of the acquisition of Yarun Culture by Shengguang Co., Ltd., with He Jianwen, a person related to Yangtze River Growth Capital, one of the shareholders of Yarun Culture, as the protagonist. case. On October 21, the Guangdong Supervision Bureau of the China Securities Regulatory Commission issued an Administrative Penalty Decision [2014] No. 7, which fully disclosed the details of the insider trading matter after investigation. He Jianwen was fined 30,000 yuan.

This is the second insider trading case exposed in the case of Shengguang Co., Ltd.’s acquisition of Yarun Wenhu. On October 8, the Administrative Punishment Decision of the Guangdong Supervision Bureau of the China Securities Regulatory Commission [2014] No. 6 disclosed that before the suspension and reorganization, Zhao Zhi, general manager of Guangzhou Hezhong, a subsidiary of Guangzhou Guangzhou Co., Ltd., secretly invested tens of millions of yuan in buying listed companies. stocks, and thus received a fine of 300,000 yuan.

So far, in this reorganization case, a "big rat" has been caught in each of the acquirer Fang Shengguang Co., Ltd. and the acquired Fang Yarun Culture. Information shows that Changjiang Growth Capital is a direct investment company of Changjiang Securities. The person involved in this exposure, He Jianwen, is one of the partners of Changyi Investment, the independent investment platform of the Changjiang Growth Capital team. The administrative penalty decision of the China Securities Regulatory Bureau shows that he is a senior manager of Changjiang Growth Capital.

The origin of a text message

According to the investigation results of the Guangdong Supervision Bureau, from August 19 to August 23, 2013, in order to coordinate with Yangtze Capital, Zhu Mou, chairman of Yarun Culture, authorized Dong discussed the asset acquisition. He Jianwen communicated with Chen Mouhua, deputy general manager of Yarun Culture, through emails and phone calls. He learned about the asset acquisition and became an insider of inside information.

From a procedural point of view, on August 26, 2013, the general manager’s office meeting of Shengguang Co., Ltd. passed the resolution to invest in Yarun Culture; on September 2, 2013, Shengguang Co., Ltd. began to plan a major asset reorganization. The matter has been suspended continuously.

But just on August 25, 2013, before the information about this asset acquisition was made public, He Jianwen sent Ge a message with the content: "Follow Shengguang Shares. I am working with a company I invested in last year." The company is discussing the acquisition, and there will be results next week" text message, and received a confirmation reply from Ge on the same day. Relevant securities account information, capital flows, relevant personnel communication records, inquiry records and other evidence are sufficient to confirm this.

In this case, He Jianwen was not the main person directly involved in the negotiations. This is somewhat similar to the insider trader Zhao Zhi who was punished last time, except that Zhao Zhi intervened earlier.

It was found by the regulatory authorities that on July 23, 2013, that is, after Shengguang Co., Ltd. started the internal approval process for the acquisition of Yarun Culture, Zhao Zhi went to Shengguang Co., Ltd. and successively obtained insider information. Dai Mouhua, chairman of the board of directors of Renshengguang Co., Ltd., Chen Moulong, general manager, and others met and had lunch with Chen Moulong, Liao Mouhao (deputy general manager of Shengguang Guangzhou Co., Ltd.) and others. During this period, Zhao Zhi also had many phone calls with some senior executives of Provincial Broadcasting Co., Ltd.

After meeting with the executives of Guangzhou Guangdong Co., Ltd., Zhao Zhi immediately arranged for personnel to put 20 million yuan into the securities account of "Suntech Dacheng Advertising Company" controlled by him on July 23 and 24, 2013. . After that, within three trading days of July 24, 26 and August 19, the "Suntech Dacheng" account quickly bought a total of 525,000 shares of Shengguang Shares, with a transaction amount of 19.9825 million yuan. The above-mentioned stock buying behavior was decided by Zhao Zhi, who authorized the provincial financial director of Guanghezhong to perform specific operations.

However, the transaction implemented by Zhao Zhi ultimately resulted in a loss of 1.1139 million yuan.

The reorganization process has been affected

According to public disclosures on March 12, 2013, Liao Mouhao and Yang Moujun, deputy general managers of Shengguang Co., Ltd., and Zhu Mou, chairman of Yarun Culture Counting from the time when Dong and Liao Moubin met in Shanghai and the two parties had in-depth communication on the valuation and business model of Yarun Culture, the merger and acquisition of Yarun Culture by Shengguang Group has been in operation for more than a year; and the acceptance of mergers and acquisitions and reorganizations disclosed by the China Securities Regulatory Commission The date is December 16, 2013, and it is still in the review stage of the China Securities Regulatory Commission.

Judging from the situation disclosed by the China Securities Regulatory Commission, one of the important reasons for the slow progress of this asset merger and acquisition is that the plan was suspended in March this year because "the relevant parties were suspected of violating the law and were investigated and filed." The review just resumed in August. However, the details of the matter are kept secret by Shengguang Group. As of October 17, the review status disclosed by the China Securities Regulatory Commission was "in the process of updating financial information."

The reporter noticed that although the Guangdong Supervision Bureau issued administrative penalty decisions [2014] No. 6 and 7 respectively for the two insider trading cases, the signatures of the two penalty letters were All dates are September 24, 2014.

A merger, acquisition and reorganization case exposed insider trading by multiple parties, once again reminding market participants that they should abide by the bottom line.