On the evening of November 28, Sony Financial announced that it had received an inquiry letter issued by the Shanghai Stock Exchange, requesting the company to supplement the disclosure of the specific process of planning major matters before trading suspension, stating whether there was any leakage of insider information. At the same time, the company is required to explain whether to avoid restructuring and listing, and whether major asset restructuring meets the conditions and other issues.
After the market closed on November 10, Sony Financial (600318) issued an announcement stating that the company is planning to purchase no less than 51% of Shenzhen BAK Power Battery Co., Ltd. equity by means of asset replacement and issuance of shares to purchase assets, and to raise supporting funds . Trading of the company’s stock has been suspended since November 11.
An ordinary replacement would not have attracted too much attention from the market, but what is strange is that before the announcement of the first announcement, the stock price of Sony Financial has moved continuously for many days, not only on the daily limit on November 10, but also from late October to the reorganization suspension. Earlier, the company’s stock price has risen close to 40%. After trading resumed, there were three consecutive daily limits.
According to Article 5 of the “Notice on Regulating Information Disclosure of Listed Companies and the Behavior of Related Parties” issued by the China Securities Regulatory Commission, if the cumulative increase or decrease of stock price-sensitive material information exceeds 20% in the 20 trading days before the announcement, the listed company is reporting to the China Securities Regulatory Commission. When filing an application for administrative license, it is necessary to fully prove that the insider of relevant inside information and immediate family members do not have insider trading.
According to the above-mentioned “Notice”, Sony Financial removed the influence of market factors and sector factors before the suspension of trading, and the stock price rose by more than 36%, which was much higher than the range specified in the “Notice”.
Although no relevant announcement was issued at that time, on November 27, Sony Financial issued an announcement on abnormal stock trading fluctuations. Xinli Financial stated that after the company’s self-inspection and a letter to the controlling shareholder and actual controller for verification, as of the disclosure date of this announcement, except for the major asset reorganizations that the company has publicly disclosed in accordance with relevant laws, regulations, and regulatory documents, There are no major issues involving the company that should be disclosed but not disclosed.
At the same time, it also stated that after the company’s inspection, no media reports or market rumors that needed clarification or response were found, nor did it involve the concept of market hotspots.
However, the company received an inquiry letter from the exchange on November 29, and the Shanghai Stock Exchange required Sony Financial to supplement its disclosure: the specific process of planning major issues before trading suspension, including contact, negotiation, signing of agreements and other major nodes and related personnel who participated in the statement. Whether there is any leakage of insider information; verify whether the list of insider information submitted is true, accurate, and complete, and whether it complies with relevant regulations. Ask the financial adviser to check and express a clear opinion.
The reporter noticed that before Sony Financial issued an asset restructuring announcement, there was still “precision lurking” in private equity.
On November 24, Sony Financial released the details of the company’s top ten shareholders. According to the data, as of November 10, the day before the company’s trading suspension, two private equity products of Tongyi Investment have newly entered into the ninth and tenth largest shareholders of Sony Financial. “Tongyi Kirin No. 5 Private Equity Securities Investment “Fund” and “Tongyi Kirin No. 6 Private Securities Investment Fund” accounted for 0.59% and 0.56% respectively, holding a total of 5.874 million shares. These two private equity funds did not show up among the top ten shareholders disclosed in the third quarterly report.
Private equity funds became a new shareholder the day before the company made an announcement and there was a major asset change, and at the same time said that there was no inside information, which is also a weird thing. Based on the closing price of 8.32 yuan per share the day before the announcement, as of the close of November 29, Sony Financial’s growth rate reached 46.51% over the four trading days, and the private placement has already made a profit of 22.73 million yuan; if the company’s stock price changes, it starts to count. , The increase was more than 80%, benefiting nearly 50 million.
Continuous loss of assets to be placed
The transaction plan disclosed by Xinli Financial on November 10 shows that the company intends to replace the equity of companies that are mainly engaged in financial guarantees, small loans, pawns and financial leasing to BAK Battery, Tibet Haoze or their designated companies. At the same time, the proposed asset is a 75.6234% stake in BAK Power. In addition, the listed company will negotiate with its existing shareholders and the major counterparty that will become its shareholders in the future and will irrevocably delegate all the voting rights of the company it holds to Xinli Group to ensure that the actual controller remains unchanged before and after the transaction .
Regarding the relevant arrangements for the placement and placement of assets, the Shanghai Stock Exchange requires Sony Financial to explain whether there is a situation of deliberately reducing the number of shares issued to some shareholders of BAK Power in order to avoid reorganization and listing; whether there is a situation of deliberately reducing the amount of shares to BAK Battery or Tibet through the placement of assets. The number of shares issued by Haoze thus circumvents the situation of restructuring and listing.
In addition, the Shanghai Stock Exchange also raised questions about Bike Power’s profitability and other issues. The inquiry letter shows that BAK power products are used in consumer products, new energy vehicles and backup energy storage. The operating income in the last two years and the first phase was 1.383 billion yuan, 1.564 billion yuan and 1.69 billion yuan, respectively, and the net profit was continuously losing. , Respectively, -770 million yuan, -1 billion yuan, and -73628 million yuan.
The Shanghai Stock Exchange requested Sony Financial to explain the reason and rationality of BAK Power’s large losses; whether this transaction is conducive to the improvement of the listed company’s financial status and sustainability.
The reporter interviewed Xu Tian, a private equity fund manager, just before the announcement of this announcement, whether it has investment value and whether it is the latest hottest track and camp. Whether the financial data such as receipts is reasonable and the road’s expectations, secondly, whether the current stock price matches the target price, and then the decision on whether to buy or sell will be made. Prepare to announce the asset replacement, the act of buying the company’s stock the day before.
He said, “In the field of private equity funds, there is a lot of inside information, both true and false, but if private equity funds rely on inside information to market, they will do it with shareholders, which means that shareholders are informed or even cooperative.”
When the reporter asked whether it was possible that the private equity fund relied on inside information to make a profit, Xu Tian said that he did not understand the inside story, and he still had to make public announcements.
The reporter contacted Sony Financial on this matter, and as of press time, no response was received.Return to Sohu to see more