Producer: Sina Finance Listed Company Research Institute
Text/Summer Worm Studio
Core point of view: Shanshan Department is good at dancing in the capital market, with financial services on the left hand and listed companies on the right hand, and has quietly established a business empire of "Shanshan Department" under its operation. It is worth noting that Shanshan Department may make a profit of more than 2 billion in the IPO of Putailai, and in the trading of Jixiang shares, the stock price is "accurately" detonated by the left hand to the right hand. However, in the process of frequent capital operation of Shanshan, it seems to ignore relevant regulatory rules and has been accused of "illegal driving" many times.
Recently, Shanshan Holdings' investigation has attracted market attention.
Shanshan Holdings was mainly suspected of the acquirer's failure to perform its obligations in accordance with the regulations. It is reported that in the relevant equity transfer of Jixiang shares, Shanshan was accused of concealing key information that could be determined to constitute a concerted actor relationship.
Zheng Yonggang, the founder of Shanshan, is a senior capital player, with a left-handed financial and a right-handed listed company, and has quietly established a "Shanshan" business empire under its operation. However, in the process of frequent capital operation of Shanshan, it seems to ignore relevant regulatory rules and has been accused of "illegal driving" many times.
Accused of stepping on the red line many times, suspected of ignoring regulatory rules
In the process of operating Jixiang shares, Shanshan is suspected of concealing key information about the person acting in concert.
In December 2017, Ningbo Jutai Investment Management Co., Ltd. (hereinafter referred to as "Ningbo Jutai"), a subsidiary of Shanshan Holdings, became the largest shareholder of Jixiang Co., Ltd., with a shareholding ratio of 33.56%.
In July 2020, Shanghai Steel & Stone acquired 9.84% of the shares held by Shaanxi Guotou's trust plan, becoming the second largest shareholder of Jixiang shares. At that time, Jixiang announced that Shanghai Steel and Stone had no relationship with other shareholders of Jixiang and were not acting in concert.
Immediately, the Shanghai Stock Exchange issued a regulatory work letter, requiring Jixiang to verify whether Shanghai Steel and Stone are related to Ningbo Jutai and Shanshan Holdings. As a result, Jixiang sent a letter to the shareholders for consultation, and the shareholders gave the "conclusion that it does not constitute a person acting in concert", and the listed company made an announcement accordingly.
In July 2022, due to media reports and subsequent inquiries by the Shanghai Stock Exchange and regulatory authorities, and after putting forward the review requirement of "substance over form", Jixiang shares repeatedly communicated and confirmed with the shareholders again, and the reply letter from the shareholders to the listed company still concluded that "it does not constitute a concerted action relationship". So far, the shareholders have denied the existence of an association between Ningbo Jutai and Shanghai Steel and Stone three times.
On January 3, 2023, Jixiang Co., Ltd. disclosed an announcement titled "Correction of the Content of the Previous Announcement", publicly admitting that Shanghai Steel and Stone is an enterprise actually controlled by Shanshan Holdings, the company's indirect controlling shareholder. According to the correction announcement of Jixiang shares, Shanghai Steel and Stone is an enterprise actually controlled by Shanshan Holdings, and the nominal shareholders are Wu Junhui and Song Xiaoyu.
In the process of Putailai's listing, it was once again accused of concealing key information about persons acting in concert.
According to the announcement information, the relevant departments of the Shanghai Stock Exchange received complaints that the shareholders of Putailai at the time of listing Wuhu Jiahui Investment Management Co., Ltd. (hereinafter referred to as Jiahui Investment, holding 3.2% of the shares after the issuance) and Shanghai Kuoyong Investment Management Co., Ltd. (hereinafter referred to as Kuoyong Investment, holding 5.72% of the shares after the issuance) are all relevant shareholders controlled by Zheng Yonggang, the former actual controller of Shanshan Holdings
Concealing the concerted action relationship to evade the requirements for the consolidated calculation of shares and the pre-disclosure of subsequent shareholding reductions.
The actual controllers of Jiahui Investment and Kuoyong Investment are Wu Junhui and Tang Ronghua respectively, and in the prospectus of Putailai, there is no admission that there is a concerted actor relationship between the two.
It is worth noting that according to the self-disclosure announcement of Jixiang shares, it can be seen that Wu Junhui has been confirmed to be a "vest" of Shanshan. Tang Ronghua and Shanshan of Kuoyong Investment have a joint investment company. In addition, Huang Baiwei, the supervisor and financial director of Kuoyong Investment, is suspected to be a staff member of Shanshan Holdings, and the person in charge of Shanshan's official ICP filing.
What is the motive behind Shanshan's alleged concealment of information about the persons acting in concert?
First, in Jixiang shares, there may be a motive to avoid the tender offer and avoid the transaction being extended.
According to the relevant provisions, if the acquirer intends to acquire more than 30% of the shares of the listed company and must change to an offer for acquisition, the acquirer shall, within 3 days after reaching the acquisition agreement or making similar arrangements, make a suggestive announcement on the summary of the tender offer report, and perform the reporting and announcement obligations in accordance with the relevant provisions of the "Takeover Management Measures", and at the same time be exempted from preparing, reporting and announcing the acquisition report of the listed company; If the approval is not obtained, the acquirer shall, within two working days from the date of receipt of the notice, submit a report on the cancellation of the acquisition plan to the China Securities Regulatory Commission, send a copy to the stock exchange, notify the acquired company, and make an announcement. After the acquirer submits the tender offer report to the CSRC, and before the announcement of the tender offer report, if it intends to cancel the takeover plan on its own, it shall submit an application to the CSRC for cancellation of the takeover plan and an explanation of the reasons, and make an announcement, and the acquirer shall not acquire the same listed company again within 12 months from the date of the announcement.
Second, there may be a motive for concealing the information of the unanimous person or facilitating the reduction of holdings and cashing out.
For shareholders holding more than 5% of the shares, there are many regulatory constraints on their shareholding reduction, such as shareholders holding more than 5% of the shares generally require more than two years to reduce their holdings, and if shareholders holding more than 5% of the shares reduce their shareholdings through centralized auction transactions on the stock exchange, they need to disclose the shareholding reduction plan 15 trading days in advance, and for shareholders holding more than 5% of the shares, the total number of shares reduced through centralized auction transactions on the stock exchange within 3 months shall not exceed 1% of the total number of shares of the company.
After the listing of Putailai, Jiahui Investment holds 3.2% of the shares, and Kuoyong Investment holds 5.72% of the shares. After the review, Jiahui Investment and Kuoyong Investment both started the synchronous reduction mode in June 2019. If there is a concerted actor relationship between the two, there is a high probability that there may be illegal reductions.
It should be pointed out that the persons acting in concert jointly constitute control over the listed company, and the increase or decrease of the large proportion of the shares of the listed company held by them in aggregate directly leads to a change of control, constituting material information that may have an impact on the stock price of the listed company. Let's ask, is there a suspicion of trampling on the principle of "three publics" in the Shanshan system?
Putailai's IPO battle may make a profit of more than 2 billion Jixiang shares with his left hand and his right hand detonating the stock price
The two major shareholders of Putailai, Jiahui Investment and Kuoyong Investment, are all alleged to be related to Shanshan. At present, we cannot determine whether it is controlled by the Shanshan family, but there are various indications that the two major shareholders have a close relationship with the Shanshan family.
On the one hand, Jiahui invested in Wu Junhui. And Wu Junhui may be confirmed to be a Shanshan "vest" in Jixiang shares. The nominal shareholder of Shanghai Steel Stone is Wu Junhui, who is the in-law of Zheng Yonggang, the actual controller of Shanshan Holdings, in fact, the shareholder power of Haigang Stone in Jixiang shares is controlled by Shanshan Holdings, including the financial personnel of Shanghai Steel Stone, the business license, organization code certificate and official seal are stored in the president's office of Shanshan Holdings, and the financial seal, legal person seal and financial information and tax declaration KEY are kept by the Finance Department of Shanshan Holdings.
On the other hand, Tang Ronghua, the actual controller of Kuoyong Investment, not only jointly invested in the shareholding company with Shanshan, but also Huang Baiwei, the supervisor and financial director of Kuoyong Investment, also had many intersections with Shanshan. According to public information, Huang Baiwei, the supervisor and financial director of Kuoyong Investment, is suspected to be a staff member of Shanshan Holdings, and the person in charge of Shanshan's official ICP filing. In addition, Huang Baiwei is also a supervisor of Hangzhou Zhanshun Trading Co., Ltd., and its executive director and general manager Lang Yan. It is reported that Lang Yan has a deep relationship with the Shanshan department, and has served as a supervisor in both the Shanshan department and the steel and stone department.
Therefore, Jiahui Investment and Kuoyong Investment may have a close relationship with Shanshan. From the end of June 2019 to the end of June 2020, Jiahui Investment successively reduced its holdings of Putailai, with a total of more than 13 million shares, and from June 13, 2019 to the end of 2020, Jiahui Investment also successively reduced its holdings of Putailai, with a cumulative reduction of more than 26 million shares. According to the average price of the company's closing price during the reduction period, we roughly calculated that Kuoyong Investment reduced its holdings by nearly 2 billion yuan, while Jiahui Investment reduced its holdings by more than 800 million yuan. In other words, Shanshan's arbitrage in Putailai may exceed 2 billion yuan.
In the trading of Jixiang shares, Shanshan may once again demonstrate its superb capital operation ability. On the eve of the ramp-up of related production capacity, through the left-handed to right-handed method, the stock price of Jixiang shares was accurately detonated.
In January 2022, Jixiang Co., Ltd. acquired Hunan Yongshan Lithium Co., Ltd. (hereinafter referred to as "Hunan Yongshan") from Shanshan Co., Ltd., a related party, for 480 million yuan. It is worth mentioning that the share price of Jixiang shares soared, and the stock price rose from 6.6 yuan / share to more than 29 yuan / share at the peak.
Source: Wind
Behind the soaring stock price is that the industry is in a high degree of prosperity. In 2022, China's new energy vehicles will continue to grow explosively, and the market for lithium salt products, a key material for lithium batteries, will also maintain a rapid momentum. The price of battery-grade lithium carbonate and lithium hydroxide increased by 2-3 times at the end of the year compared with the beginning of the year, and the lithium salt market was once in short supply
It should be pointed out that Shanshan shares can be accurately placed into Jixiang shares to activate the company's stock price.
On the one hand, the company's production capacity is just ready to be released. Shanshan Co., Ltd. has revealed that the planned production capacity of Yongshan Lithium Lithium Lithium Salt Project is about 25,000 tons of lithium carbonate and lithium hydroxide, and the first phase of the project is expected to be put into trial production in the fourth quarter of 2021, with a planned production capacity of 10,000 tons of lithium carbonate (including 5,000 tons of carbonization line) and 15,000 tons of lithium hydroxide. In late December 2021, Shanshan Co., Ltd. also said that the first phase of the Yongshan Lithium project is currently in the stage of equipment installation and commissioning.
On the other hand, the price of lithium salt products is also soaring, taking lithium carbonate as an example, from the beginning of 2022 to October 2022, the increase has nearly doubled. The details are as follows:
In 2022, the net profit of Jixiang Co., Ltd. will be 644 million yuan, and Hunan Yongshan will be completed and put into operation in 2022, with an annual operating income of 2.498 billion yuan and a total profit of 893 million yuan, which is the main source of the company's profits.
It should be reminded that Yongshan Lithium continued to lose money in Shanshan shares until the performance of 2021 showed an inflection point, but at this time, Shanshan shares accurately placed it into Jixiang shares, which are controlled by major shareholders. It is reported that in 2020, Yongshan Lithium's revenue will be 1.52 million yuan, and its net profit will be 4.89 million yuan. In the first three quarters of 2021, Hunan Yongshan's revenue soared to 27.47 million yuan, and its net profit turned from a loss to a profit, reaching 6.31 million yuan.