The "plot" of twists and turns seems to be not over yet. What is the truth behind this "drama" of capital market acquisition? How to supervise information disclosure?
If the information disclosure is violated, the regulatory authorities intend to punish it.
165438+1On the evening of October 9, an announcement from Xiangyuan Culture (formerly Wanjia Culture) about receiving the advance notice of administrative punishment from the CSRC detonated the circle of friends. The case of Zhao Wei and his wife's acquisition of Wanjia Culture, which once caused great concern in the stock market, has returned to people's field of vision strongly.
According to the announcement, the CSRC plans to punish Wei Long Media and Wanjia Culture, two companies suspected of violating information disclosure laws and regulations, including ordering them to make corrections and giving warnings, and imposing fines of 600,000 yuan respectively.
The "protagonist" behind them also received a fine of hundreds of thousands of yuan and a "red card" banned from the securities market. The CSRC plans to take five-year measures to ban the actual controllers of Wanjia Culture and Wei, respectively, and impose a fine of 300,000 yuan. Zhao Zheng, the representative of Wei Long media and Zhao Wei's brother, also faces a fine of 300,000 yuan from the regulatory authorities.
At the same time, the notice also sorted out five "crimes" of Wanjia Culture in the announcements of 20 17, 10/2 and February 16. Among them, the most concerned is that Wei Long media has not prepared enough funds in China, and the financing of relevant financial institutions has yet to be approved. In the case of great uncertainty, the acquisition of listed companies by shell companies and the hasty announcement have seriously misled the market and investors.
According to industry experts' analysis, according to the relevant provisions of the Securities Law, this case has been severely punished for illegal acts.
The person in charge of the relevant departments of the CSRC 15 said that the regulatory authorities have always maintained a high pressure on information disclosure violations. As an important way for financial services to the real economy, the CSRC will continue to pay attention to the quality of information disclosure in this process.
5 1 times financing leverage and twists and turns acquisition scheme
5 1 times the financing leverage, twists and turns of the acquisition plan ... According to the notice of the CSRC, the reporter sorted out that the acquisition "drama" staged by Zhao Wei and his wife mainly has five key steps:
The first step is to establish Wei Long Media on 20 16 1 1.2, with a registered capital of 2 million yuan, which has not been paid in yet and no actual business activities have been carried out. The main financial data are all zero. According to public information, actor Zhao Wei is the controlling shareholder of Wei Long Media.
Step 2: 20 16 16 On February 23rd, Wei Long Media signed the Share Transfer Agreement with Wanjia Group to acquire 29. 135% of the shares of Wanjia Culture. The agreement shows that after the acquisition, Zhao Wei will become the actual controller of Wanjia Culture.
The third step, 2065438+2007+65438+June 2, 2007, Wei Long Media disclosed the source of funds through the Wanjia Culture Announcement: of the 3.06 billion yuan needed for the acquisition, shareholders' own funds were only 60 million yuan. At this point, the leverage ratio as high as 5 1 times has surfaced.
The fourth step, 2065438+February 3, 2007, Wei Long Media's acquisition plan was greatly "shrunk" to 32 million shares, 529 million yuan, less than 20% of the original agreement. The reason of "shrinking" is that the financing plan of Wei Long Media has not been successfully completed. On the same day, Wanjia Culture once again received an inquiry letter from the Shanghai Stock Exchange.
Step 5: On March 3, 20654381day, Wanjia Culture announced that "the objective situation of share transfer has changed". After friendly negotiation, both parties decided to terminate the share transfer and the original share transfer fee was 250 million yuan. Neither party has investigated the other party's liability for breach of contract.
At this point, this failed acquisition has become a "play house" that does not even pay liquidated damages.
Supervise the "Hawkeye" and keep an eye on the disclosure of illegal information.
It is not an isolated case that Wanjia Culture and Wei Long Media are suspected of illegal information disclosure. In fact, since the beginning of this year, typical cases involving such illegal acts have emerged one after another in the capital market, and some once unscrupulous capital players have been investigated one after another.
Among them, Jiu Hao Group used bad means such as inflated income and deposits to "package" itself, and tried to go public on the backdoor through "flickering reorganization", which was punished by the regulatory authorities. Xianyan was issued the "biggest ticket in history" of 3.47 billion yuan by the CSRC for concocting the "wonderful proposal" and manipulating Duolun shares.
The supervision of "Hawkeye" has always been highly concerned about such violations. Statistics show that from the beginning of this year to August, only the Shanghai Stock Exchange made 1 1 public condemnation decision, 19 informed criticism decision and 33 regulatory concerns decisions, involving 33 listed companies; * * * Handled 79 "Dong" people, including shareholders 15 people and 2 financial consultant project sponsors, totaling 96 person-times.
While strengthening supervision, relevant institutional rules are constantly improving. Securities Law, Administrative Measures for Information Disclosure of Listed Companies and other relevant laws and regulations clearly require information disclosure obligors to disclose information in a true, accurate, complete and timely manner. In September this year, the CSRC further revised and improved the information disclosure rules of mergers and acquisitions, shortened the suspension time, and restricted and cracked down on "flickering" and "following the trend" restructuring.
According to the analysis of insiders, the violations of information disclosure mainly include the following manifestations: chaotic capital operation of listed companies, illegal disclosure of financial information, illegal reduction of shares by major shareholders and "Dong", improper suspension of trading of listed companies, and major business mistakes of the company.
Jiang Mingde, chief consultant of CreditEase Ye Wei Equity Investment Fund Management Co., Ltd., suggested that while maintaining the "high pressure" to crack down on illegal information disclosure, we should further promote the improvement of relevant laws and regulations, especially to change the current situation of the imbalance between illegal income and illegal cost, so that offenders can pay a heavier price.
(Original title: Mr. and Mrs. Zhao Wei face punishment and supervision from the CSRC when they buy "Drama". "Hawkeye" will continue to pay attention)