[Introduction] The acquirer concealed the concerted action relationship and terminated the tender offer of st trendy
After the investigation of this newspaper was released, the tens of billions of yuan tender offer was terminated.
html On August 23, ST Xinchao announced that shareholder Huineng Haitou launched a tender offer and planned to acquire 46% of the company's shares, involving nearly 10 billion yuan. html On the evening of August 28, the China Fund News published a report - " Exclusive Investigation: Ten Billion Tender Offer to Acquire the Game in the Game ", which found that many shareholders had purchased at the same time as Huineng Hai Investment and had thousands of connections with the latter. Inextricably linked. html On the evening of August 30, st Xinchao issued an announcement that due to the situation of Huineng Hai Investment and relevant shareholders constituting parties acting in concert, it violated Article 6 of the "Measures for the Administration of Acquisitions of Listed Companies" "Situations in which listed companies are not allowed to be acquired", and Decided to terminate the planning of this partial tender offer to acquire the company's shares.
Acknowledgment of concerted action relationship
Since the tender offer was disclosed on the evening of August 23, whether the acquirer Huineng Hai Investment concealed the concerted action relationship and whether it qualified as an acquirer has become the focus of attention.
Due to the pending verification of relevant matters, the company's stocks have been suspended from August 28.
reporter’s investigation found that Huineng Haitou even has “fellow travelers” around it. According to
data, Huineng Hai Investment entered the ST trendy shareholder list in the fourth quarter of 2023. Also in the fourth quarter of 2023, Bernard Cheng also newly entered the company's shareholder list, holding 339 million shares.
In the first quarter of 2024, Shengbang Kehua and Fanhai Huixiang entered the st trendy shareholder list, holding 375 million shares and 298 million shares respectively.
According to the reporter’s investigation, the phone number and email address in the industrial and commercial registration information of Shengbang Kehua are exactly the same as those of Huayuan Jiaxin, and the actual controller of the latter is Guo Jianjun, the son of Guo Jinshu.
In addition, the fifth largest shareholder - Fanhai Huixiang and Huineng Haitou also have intersections.
reporter’s investigation found that the key person Liu Yancao, while at the helm of Guo Jianjun’s company, could also influence Fanhai Huixiang’s foreign investment.
Huineng Hai Investment’s detailed response to the verification situation confirmed the above investigation.
Huineng Hai Investment said that its affiliated company Huineng Coal provided a loan of 1.2 billion yuan with Shengbang Kehua on November 30, 2023, and Shengbang Kehua obtained 5.51% of ST Xinchao's equity through online auction, with a payment amount of 1.198 billion yuan. .
The actual investors of Fanhai Huixiang and Bernard Cheng borrowed a total of 2 billion yuan from affiliates of Huineng Haitou.
Based on the above direct or indirect capital lending situation, Huineng Hai Investment and the above shareholders have constituted concerted actors in Article 83 of the "Measures for the Administration of Acquisitions of Listed Companies".
Huineng Hai Investment did not truthfully disclose its concerted action relationship with other shareholders in the early stage, and it continued to conceal it despite multiple inquiries. This information disclosure violation caused the acquirer to be in a negative situation under Article 6 of the "Measures for the Administration of Acquisitions of Listed Companies", and the acquirer decided to terminate the planning of this tender offer.
It is reported that regulatory agencies have responded immediately to Huineng Hai Investment’s illegal activities. The Shandong Securities Regulatory Bureau has taken regulatory measures against the acquirer and relevant shareholders and ordered them to make corrections. Further processing will be carried out based on the verification situation. . The Shanghai Stock Exchange has also launched a public condemnation process for relevant responsible entities.
Masked placards need to be strictly investigated
Obviously, Huineng Hai Investment came prepared this time. According to the announcement, it has paid nearly 2 billion yuan in deposit for this tender offer. The high premium purchase price is enough to show Huinenghai's determination to invest in the main company.
But the "white knight" evolved into a "masked acquisition" and eventually collapsed due to concealing the concerted action relationship with relevant shareholders.
In fact, since the act of acquiring a listed company has a significant impact on the company and the majority of small and medium-sized investors, it is particularly important for the acquirer to promptly disclose information such as its acquisition intentions, steps, and consideration in accordance with regulations.
In order to standardize the order of acquisitions of listed companies, the China Securities Regulatory Commission has formulated the "Administrative Measures for Acquisitions of Listed Companies", which makes special provisions on key matters such as acquisition methods, acquirer qualifications, disclosure requirements for changes in equity, and identification of concerted action relationships. The purpose is to maximize the Protect investors’ right to know and the fairness of acquisition implementation.
Judging from the relevant trajectory disclosed by Huineng Investment, has provided financial support for shareholders such as Surbana Kehua, Bernard Cheng Fund, and Fanhai Fund to obtain company shares. has already constituted the presumption of the "Measures for the Administration of Acquisitions of Listed Companies" concerted action relationship situation. It and shareholders acting in concert purchased the company's stocks within a specific period of time, and their total shareholding ratio exceeded 20%.
During the entire process, relevant parties have repeatedly touched upon the disclosure requirements for changes in equity, but have not disclosed any of them. In addition, despite inquiries from multiple parties, they still denied the existence of a concerted action relationship in the disclosed "Summary of the Tender Offer Report". This is obviously intentional.
The acquirer and its concerted parties have successively acquired the company's shares with the intention of gaining control of the company. The information disclosure violations in this process are directly related to this tender offer, harming other investors' right to know and seriously disrupting the listing. The company's acquisition order accordingly led to the negative situation that it encountered the qualifications of the acquirer, and finally terminated its acquisition.
Industry insiders believe that in order to standardize the order of information disclosure in acquisitions, the new securities law focuses on improving information disclosure and "slow walking" rules for shareholders holding more than 5% of the shares. Investors must increase or decrease by 5% every time they hold 5% of the shares. Fulfill information disclosure and suspension of trading obligations.
In addition, the regulation also increased the requirement that shareholders holding more than 5% of the company's shares disclose every 1% increase or decrease. When implementing the acquisition of a listed company, you must keep in mind the red line of information disclosure and proceed in accordance with the regulations, otherwise you will pay a heavy price.
Editor: Captain
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