The "Hurun Rich Man" was put on file! It was once revealed by private equity that it used a fake restructuring to conceal the real investigation
What secrets are hidden behind a secret assisted investigation?
Author | High Mountains
Editor丨Gao Yan
Source | Bronco Finance
The rise and fall of glory and disgrace, the ups and downs, are vividly interpreted in the capital market.
Hongda Xingye was once the leader of the chemical industry, and the controlling shareholder Hongda Xingye Group is now heading for bankruptcy and liquidation.
Because of a restructuring case 5 years ago, a hidden capital past was involved, and Hongda Xingye fell into a storm of "fake restructuring and real violations".
Hongda Xingye (002002. SZ, now "ST Hongda") announced on the evening of December 14 that due to suspected violations of information disclosure laws and regulations, the actual controller Zhou Yifeng received the "Notice of Case Filing" issued by the Securities Regulatory Commission. Mr Chow is also currently Chairman and General Manager.
Three months ago, on September 22, Hongda Xingye was investigated by the China Securities Regulatory Commission for "suspected illegal information disclosure". Less than a month after being investigated, the stock wore a star hat.
As of December 15, it closed at 1.18 yuan per share, with a market value of 3.7 billion yuan, a cumulative decline of nearly 50%.
As the founder of Hongda Xingye, Chaoshang Zhou Yifeng, has rapidly expanded his business territory through mergers and acquisitions, and has also entered the capital market through "shell" listing. In 2020, Chow Yifeng ranked 1607th on the Hurun Global Rich List with a wealth of 13 billion yuan.
According to Aiqicha, Zhou Yifeng has worked in 12 companies, has 80 records of restricting high consumption, and has 37 equity freezes.
Prior to this, as the deputy general manager of Shanghai Chaoxi, a private equity institution that has in-depth cooperation with Hongda Xingye, Mao Tongjia once became a "whistleblower" after turning his face, pointing out that Zhou Yifeng had violated the disclosure of information.
Celebrities in the private equity circle were punished
Although a well-known figure in the private equity circle pretended to be the same person, although he did not win the lawsuit with the CSRC, his persistent appeal still attracted the attention of the regulator.
Mao Tongjia once forwarded the media's report on the obstruction of Hongda Xingye's 5.5 billion private placement financing in the circle of friends, and expressed his opinion in the circle of friends, saying: "In the investigation of the China Securities Regulatory Commission, a listed company admitted that it planned a "fake restructuring" in March 2018 to cover up the negative news that the actual controller assisted in the investigation, depriving tens of thousands of small and medium-sized investors of their fair trading rights during the three-month suspension period. Measures for the Administration of Securities Issuance of Listed Companies" Conditions for non-public issuance of shares. ”
The partners who used to work closely with each other turned against each other, and they had to start with the "insider trading fine" issued by the China Securities Regulatory Commission to the same person.
In 2017, Shanghai Chaoxi, a private equity firm, launched a strategic cooperation with Hongda Xingye. Mao Tongjia was found to have insider trading behavior because he sold shares before Hongda Xingye disclosed the negative news of the termination of the restructuring on July 28, 2018, and was fined 600,000 yuan in accordance with Article 202 of the Securities Law of 2005.
This is important for the listed company GCL Integrated (002506. SZ) has served as the secretary of the board of directors, which is equivalent to "ruining his career".
In order to save his reputation, after Mao Tongjia was punished, he began to constantly appeal to the CSRC, and when commenting on media reports, he also pulled out Hongda Xingye's "fake restructuring and real violations". At present, Mao Tongjia is not satisfied with the second-instance judgment, has submitted an application for retrial and passed the retrial case review, and now the listed company Hongda Xingye and the actual controller Zhou Yifeng have been filed, and they may be able to turn around.
Shanghai Chaoxi and Hongda Xingye entered into a strategic cooperation in 2017. Mao Tongjia, vice president of Shanghai Chaoxi, was appointed as the head of private equity Ningbo Dexi. According to Hongda Xingye's 2018 semi-annual report, Ningbo Dexi began to build a position in the first quarter of that year, and as of June 30 of that year, it held 26.544 million shares, with a shareholding ratio of 1.03%, making it the eighth largest shareholder.
According to the industrial and commercial data, the shareholding structure of Ningbo Dexi can also be traced, and it can also be found that it is closely related to Shanghai Chaoxi.
Fake reorganization, real investigation?
According to the information disclosed by Mao Tongjia on social media, combined with the 2018 Hongda Xingye semi-annual report and announcement, Hongda Xingye used a "fake reorganization" to cover up the investigation of Chairman Zhou Yifeng, which should refer to the major restructuring of Hongda Xingye's acquisition of Hongda Xingye Group and Zheng Chuying (the wife of the actual controller Zhou Yifeng) on March 26, 2018. It can be inferred from this that Chow's assistance in the investigation should have taken place a few days before the disclosure of the restructuring announcement.
A noteworthy detail is that the China Securities Regulatory Commission mentioned in the [2021] No. 67 Administrative Penalty Decision (Mao Tongjia) that from April to May 2018, Ma and others, who were underwritten and sponsored by First Capital Securities, visited the site of Salt Lake Magnesium and Potassium, and Hongda Group was unable to provide due diligence information, and it judged that there were obstacles to the restructuring. At the end of May 2018, Fan Mouyuan, the project leader of First Capital Securities, clearly refused to serve as an independent financial adviser for this major restructuring.
On May 31, Mao Tongjia's colleague, Yan of Shanghai Chaoxi, recommended the Hualong Securities investment banking team to Hongda Xingye. From the beginning of June to the 15th, Xin Mou, the person in charge of the Hualong Securities project site, went to the salt lake magnesium and potassium site for pre-due diligence. At that time, Xin Mougao believed that there were two obstacles to the reorganization.
On June 26, Hongda Xingye did not truthfully disclose the opinions of the investment bank, but published the "Announcement on Continuing to Promote Major Asset Restructuring and Stock Resumption of Trading".
On July 28, 2018, Hongda Xingye disclosed the announcement of the termination of the restructuring, and the stock price fell from 6.05 yuan/share before the suspension to 3.18 yuan/share, nearly halved, and investors suffered heavy losses.
The China Securities Regulatory Commission (CSRC) mentioned in the Penalty Decision that Mao Tongjia and his agent submitted a defense, claiming that the identification of inside information in the insider trading case of Hongda Xingye was wrong. The material asset restructuring was hastily initiated in order to cover up the true inside information, which was false inside information, and there was no planned premeditation between the parties and Hongda Xingye. The parties requested exemption from punishment on these four grounds.
Source: Announcement No. 67 (2021) on the official website of the China Securities Regulatory Commission
However, after review, the CSRC held that the inside information identified in this case was a major development in the restructuring matter, and the inside information was correctly determined. During the sensitive period, Mao Tongjia not only had many contacts with Cai Moubing, an insider of inside information, but also met and contacted Zheng Mouying and Lin Mouhan, who were insiders of inside information, and had telephone contact with Lin Mouhan. The development process of the above-mentioned inside information and the time point of relevant contact are highly consistent with the time point of the transaction, and the transaction behavior is obviously abnormal. Mao Tongjia did not provide a legitimate reason or reasonable explanation for the transaction of "Hongda Xingye" during the sensitive period of inside information. Therefore, the SFC did not accept the defense opinion of Mao Tongjia.
Investor claims are on the way
Although the China Securities Regulatory Commission did not exempt Mao Tongjia from the punishment of insider trading, after such a toss, Hongda Xingye covered up the detention and investigation of the actual controller Zhou Yifeng through the restructuring news, and the CSRC knew about it.
At present, neither the listed company Hongda Xingye nor the China Securities Regulatory Commission (CSRC) have disclosed what the violation of the letter disclosure refers to, but analysts believe that the real-name report of impersonating the same person may become one of the important clues.
Yang Zhaoquan, the managing partner of Beijing Weinuo Law Firm, said that the chairman of the listed company was taken compulsory measures, resulting in the inability to perform his duties normally, which is a major matter that should be disclosed, and the company should disclose it in the form of a temporary announcement within 2 working days after becoming aware of it. Otherwise, the company is an illegal information disclosure and constitutes an illegal act of misrepresentation.
Yang Zhaoquan also pointed out that in order to cover up the truth about the fact that the chairman of the board of directors was restricted in his personal freedom, the listed company concocted the project acquisition incident, which is an illegal act of information disclosure under the Securities Law and is a false statement of inducement. If an investor suffers a loss as a result, he or she may file a claim against the listed company and its directors, supervisors and senior executives.
Song Yixin, a lawyer at Shanghai Hanlian Law Firm, believes that the conditions for compensation in the Hongda Xingye case are: injured investors who bought Hongda Xingye's stocks or bonds and other public offerings in the securities market before September 23, 2023, and sold or continued to hold them on or after September 23, 2023, can register their claims.
Hongda Xingye has internal and external troubles
As of the end of the third quarter of 2023, the total number of shareholders of the company was 154,500, a decrease of 4,794 or 3.01% from the end of the first half of the year, and the average market value of shares held by households decreased from 43,900 yuan at the end of the first half of the year to 37,400 yuan, a decrease of 14.81%. Investors are voting with their feet to withdraw from Hongda Xingye.
Source: Wind
This year's semi-annual report shows that Hongda Xingye's operating income was 1.949 billion yuan, a year-on-year decrease of 24.52%, a loss of 476 million yuan, and a performance decrease of 270.81%. However, even so, the company has also been favored by China Galaxy Securities Co., Ltd. - Huatai Berry CSI Rare Earth Industry Exchange-traded Open-ended Index Securities Investment Fund, and has become one of the top ten circulating shareholders.
In the first three quarters of 2023, the company achieved a total operating income of 2.22 billion yuan, a year-on-year decrease of 42.04%, and a net profit loss attributable to the parent company of 814 million yuan, compared with a profit of 287 million yuan in the same period last year.
What's more troublesome is that, according to industrial and commercial information, Wuhai Chemical and Zhonggu Mining, important subsidiaries of Hongda Xingye, have been listed as dishonest judgment debtors due to contract disputes. Wuhai Chemical is the main body of Hongda Xingye's 50,000 tons/year hydrogen energy project, and the fixed increase amount is as high as 5.5 billion yuan, but since the issuance plan was disclosed in June 2021, there has been no substantial progress so far. This is also an important layout of Hongda Xingye's transformation from the chlor-alkali hydrogen production industry to the hydrogen energy industry, but the difficult birth of the project is also related to the aforementioned concealment of the chairman's assistance in the investigation.
According to Article 39 of the Administrative Measures for the Issuance of Securities by Listed Companies, listed companies are not allowed to issue shares in a non-public manner if they have other circumstances that seriously harm the legitimate rights and interests of investors and the public interest. According to the fact that the company has been investigated for suspected violations of information disclosure, there are substantial obstacles to the private placement.
In addition, it is worth noting that Hongda Xingye's important subsidiaries Zhonggu Mining and Wuhai Chemical are currently suspended for maintenance, and the company's announcement reminds that it is expected to exceed two months, which will have an adverse impact on the operating performance in the second half of 2023. However, the company also announced on September 22 that the calcium carbide production unit of Zhonggu Mining is running normally, and the PVC and caustic soda production units have the conditions for start-up, and are going through the relevant procedures and other preparations before start-up, which is planned to be officially started at the end of October 2023.
The parent company is about to go into bankruptcy and liquidation
In addition to the listed company and the actual controller being investigated by the China Securities Regulatory Commission, the controlling shareholder Hongda Xingye Group is also facing bankruptcy liquidation.
According to the enterprise early warning, at present, Hongda Xingye Group has defaulted on 5 bonds, with a total principal of more than 4.5 billion yuan, and a number of loans from financial institutions are overdue.
Hongda Xingye Group said that the company will maintain good communication with holders, promote bond risk resolution and disposal, and will strive to reach diversified disposal measures and agreements including replacement.
Up to now, Hongda Xingye Group holds 7.17% of Hongda Xingye's shares, most of which have been pledged or judicially frozen.
Hongda Xingye Group is also the owner of Zhongtai Chemical (002092. SZ) is the second largest shareholder, holding 4.59% of the shares, and its shares are also in a state of judicial freeze or waiting to be frozen.
On September 1, on the website of Alibaba Assets, Hongda Xingye Group issued a pre-recruitment announcement for investors interested in reorganization. The recruitment period is from August 31 to October 31, 2023.
On December 5, Hongda Xingye Group said that the pre-recruitment of reorganization investors will be postponed, and the deadline for submitting the reorganization plan will be extended to January 31, 2024.
The story that happened to Hongda Xingye is embarrassing. It was originally a well-known leading listed company in the chlor-alkali hydrogen production industry, but in order to help the chairman conceal the fact that he was assisted in the investigation, he made a restructuring smoke bomb, which not only blocked the 5.5 billion yuan private placement project related to the company's future development, but also was investigated by the China Securities Regulatory Commission, and it will make investors doubt the integrity of the company's actual controller, chairman Zhou Yifeng and the listed company, which is really worth the loss.
If you don't do anything, you will find the axe. What the ancients saw is still instructive today. As a public company, only by facing the problem and scraping the bones to cure the poison can we cure the root cause.
What kind of attitude do you think listed companies should use to disclose information? Let's talk about it in the comment area.