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Original title: No deadline! The 2.4 billion A-share M&A fraud case was sentenced to 116 million shares of the former demon stocks. “Zhongzhi Group” has just entered the main source: Brokerage China
Demon stocks of yesteryear
ST Tianshan(Tianshan Biology), was defrauded of nearly 2.4 billion yuanM&A
The elephant advertisement case has finally made progress in stages!
On the evening of the 10th,ST Tianshanannouncement, The company recently received a criminal judgment (first-instance judgment) issued by the Intermediate People’s Court of Changji Prefecture, Xinjiang. The Intermediate People’s Court of Changji Prefecture believes that the defendant’s unit Elephant Advertising, the defendant Chen Dehong (the original controller and chairman of Elephant Advertising), and Chen Wanke (the original Secretary of Elephant Advertising), defrauding the victimST TianshanOf property, the amount is extremely large, and their behavior has constitutedcontractThe crime of fraud shall be severely punished in accordance with the law.
Among them, Elephant Advertising was sentenced to a fine of 10 million yuan; Chen Dehong sentenced to life imprisonment, deprivation of political rights for life, and confiscated all personal property; Chen Wanke sentenced to 15 years in prison, deprived of political rights for 5 years, and fined 3 million yuan.In addition, the court decided to recover 35 people from Chen Dehong and elephant advertisementsshareholderA total of 116 million shares of ST Tianshan shares under the name were returned to the victimized unit ST Tianshan, accounting for 36.94% of ST Tianshan’s current total share capital.
It’s worth noting that a month ago, ST Tianshan’s main business was the breeding, sales andimport and export, A listed company that has deducted non-net profits for 7 consecutive years has ushered in a new owner, Xie Zhikun, the head of the “Zhongzhi Department”. The latter has obtained the actual control of ST Tianshan through a judicial auction. A total of 69.21 million shares of ST Tianshan are held, accounting for 22.11% of the company’s total share capital.
A verdict of the first instance in the 2.4 billion M&A fraud case
On the evening of October 10, an announcement made by the former demon stock ST Tianshan attracted market attention.
ST Tianshan announced on the Shenzhen Stock Exchange that recently, the company received a “criminal verdict” issued by the Intermediate Court of Changji Prefecture, Xinjiang.
The Intermediate People’s Court of Changji Prefecture in Xinjiang believes that the defendant’s elephant advertisement and the defendants Chen Dehong and Chen Vanke fictionalized facts, concealed the truth and defrauded the victim’s (ST Tianshan) property for the purpose of illegal possession in the process of signing and fulfilling the contract. Huge, their actions have constituted the crime of contract fraud and should be severely punished in accordance with the law. The accusation by the public prosecution agency was convicted and should be supported.
Among them, 115.62 million shares were issued to pay the consideration of 1.796 billion yuan, and the equity registration was completed, which constituted a completed crime. The payment of the consideration in cash of 577 million yuan has not been paid, which is an attempted crime. Although Chen Dehong and Chen Wanke voluntarily surrendered after being summoned by the investigative agency, they could not truthfully confess the main criminal facts after they arrived at the case, and could not be deemed to have surrendered. The illegal income in this case shall be recovered in accordance with the law and returned to the victim unit (ST Tianshan). In summary, the court’s first-instance judgment:
1. The defendant, Elephant Advertising, committed contract fraud and was fined RMB 10 million;
2. The defendant Chen Dehong was guilty of contract fraud and was sentenced to life imprisonment, deprived of political rights for life, and confiscated all personal property;
3. The defendant Chen Wanke was guilty of contract fraud and was sentenced to 15 years in prison, five years of deprivation of political rights, and a fine of RMB 3 million;
Fourth, recover 37.28 million shares of ST Tianshan shares under the name of the defendant Chen Dehong, and 78.35 million shares of ST Tianshan shares obtained by the 35 shareholders of the defendant’s Elephant Advertising and ST Tianshan signing the “Agreement on Issuing Shares and Payment of Cash to Purchase Assets”. Return to the victimized unit ST Tianshan.
Public information shows that the defendant Chen Dehong, male, was born on January 27, 1967, with a master’s degree, and the original legal representative, chairman and general manager of Elephant Advertising. Defendant Chen Wanke, male, born on December 24, 1984, master’s degree in culture, former Secretary of the Board of Directors of Daxiang Advertising. On January 11, 2019, the above two persons were criminally detained by the Public Security Bureau of Changji Hui Autonomous Prefecture of Xinjiang Uygur Autonomous Region on suspicion of contract fraud. They were arrested in accordance with the law on February 15 of the same year.
ST Tianshan stated that this judgment is the first-instance judgment. The defendant and defendant have the right to appeal. The final judgment and subsequent execution results are still uncertain. The company will confirm the impact of this judgment on the company’s profits based on the subsequent progress of the case.
A huge M&A costing nearly 2.4 billion yuan, but falling into the trap of contract fraud
Looking back, at the beginning of 2018, ST Tianshan’s acquisition of Elephant Advertising was approved. The company purchased 96.21% of Elephant Advertising from 36 counterparties including Chen Dehong, Huarong Yuwen, and Huarong Tianze, the original shareholders of Elephant Advertising, for 2.373 billion yuan. Of equity. Among them, 115.62 million shares were issued to pay the consideration of 1.796 billion yuan, and the consideration was 577 million yuan in cash.
Since then, ST Tianshan has established rules and regulations, carefully authorized elephant advertising, and established a management and information docking mechanism with its subsidiaries. Chen Dehong, the legal representative of elephant advertising, and related personnel have shown compliance and cooperation, making the company mistakenly believe that it has control Elephant Advertising, after the payment of 1.796 billion yuan in share consideration, consolidated its accounting statements in May 2018.
In November 2018, ST Tianshan discovered that Chen Dehong, the original actual controller of Elephant Advertising, was suspected of forging company accounts and related materials, falsely increasing the net assets and profits of Elephant Advertising, concealing huge guarantees and liabilities, and defrauding the company’s advertising on Elephant. After the acquisition, they continued to misappropriate the company’s huge sums of funds and misappropriated company assets by using their own positions and their associated persons’ positions. On December 22, 2018, ST Tianshan’s contract fraud was filed for criminal investigation and the paid shares were frozen.
On January 11, 2019, Chen Dehong and Chen Wanke were criminally detained by the Public Security Bureau of Changji Hui Autonomous Prefecture of Xinjiang Uygur Autonomous Region on suspicion of contract fraud. They were arrested in accordance with the law on February 15 of the same year. At the same time, affected by this matter, the China Securities Regulatory Commission initiated an investigation into the company on the grounds that the company was suspected of violating laws and regulations in information disclosure.
In the 2018 annual report disclosed in April 2019, ST Tianshan’s advertisement for ElephantLong-term equityThe investment provision for asset impairment is 1.796 billion yuan, and a total of 100 million yuan in estimated liabilities formed by the company’s guarantee for elephant advertising has been withdrawn. The above factors led to a huge loss of 1.946 billion yuan in net profit of ST Tianshan in 2018. In the following years, ST Tianshan’s operations still did not improve, with a net profit loss of 60.79 million yuan in 2019, a profit of 4.21 million yuan in 2020, and a loss of 10.32 million yuan in the first half of 2021.
On April 8, 2021, the CSRC’s investigation into ST Tianshan was closed, and the company’s information disclosure violations and violations did not involve major violations of forced delisting. The company received the “Administrative Penalty Decision” issued by the Xinjiang Supervision Bureau of the China Securities Regulatory Commission on the same day.
For major assetsReorganizationAt the stage, the Xinjiang Securities Regulatory Bureau decided to order the elephant advertisement to correct, give a warning, and impose a fine of 300,000 yuan on the suspected illegal behavior of the elephant advertisement; 2. Chen Dehong, the person in charge of the elephant advertisement, gave a warning and A fine of 300,000 yuan was imposed.
In response to ST Tianshan’s alleged violation of information disclosure after the completion of the major asset reorganization, the Xinjiang Securities Regulatory Bureau decided: 1. Order ST Tianshan to make corrections, give a warning, and impose a fine of 300,000 yuan; 2. Give a warning to Chen Dehong and impose a fine of 300,000 yuan ; Third, give a warning to Li Gang and impose a fine of 50,000 yuan.
“Zhongzhi Department” head Jie Zhikun competes for actual control
In the secondary market, ST Tianshan is regarded as a “demon stock.” In August 2020, under the background of rising beef prices, ST Tianshan restarted the “big beef strategy” and prepared to do a lot of work. The company’s stock was instantly targeted by speculative funds. Relying on the newly bought 596 cattle for fattening, the company’s stock soared nearly 500% from August 19, 2020 to September 8, 2020, during which 8 20CM daily limit was pulled. At that time, some investors joked that “Tianshan Biotech probably bought a few hundred golden bulls.”
After more than 10 months, ST Tianshan experienced a long decline. As of July 28 this year, the company’s stock price hit a new low of 5.88 yuan per share, compared with the high of 34.66 yuan per share on September 8, 2020. , A drop of 83%.
Since late August this year, the company’s stock price has fluctuated and climbed. During this period, the news that the head of the “Zhong Zhikun” Xie Zhikun has entered the company has played a role in boosting the stock price.
On the evening of August 31, ST Tianshan announced that 69,211,300 shares (22.11% of the total share capital) of the company held by the controlling shareholder Tianshan Agriculture and Animal Husbandry and its wholly-owned subsidiaries have been successfully auctioned, and the bidder Huzhou Haohui Enterprise Management Consulting Co., Ltd. The company (referred to as “Huzhou Haohui”) was sold. After the completion of the judicial auction of shares, Tianshan Agriculture and Animal Husbandry and its wholly-owned subsidiaries will no longer hold the company’s shares. The controlling shareholder of the company will be changed from Tianshan Agriculture and Animal Husbandry to Huzhou Haohui, and the actual controller of the company will be changed from Li Gang to Xie Zhikun. .
The judicial auction of shares was caused by ST Tianshan’s controlling shareholder Tianshan Agriculture and Animal Husbandry’s unpaid principal and interest on Huzhou Haohui’s total debt of 1.14 billion when it was due, and Huzhou Haohui applied to the Changji Prefecture Intermediate People’s Court for compulsory execution. In the end, Huzhou Haohui succeeded in bidding and sold at the starting price.
According to the data from Tianyan Check, Huzhou Haohui is a Zhongzhi company. It was established in January 2020 with a registered capital of 50 million yuan. Its legal representative is Duan Xin. Its business scope includes corporate management; information consulting services, project planning and public relations services, etc. . In terms of shareholding structure, Huzhou Haohui’s controlling shareholder is Huzhou Zhongzhi Rongyun Investment Co., Ltd., with a shareholding ratio of 100%. After the equity penetration, Huzhou Haohui’s actual controller is Xie Zhikun.
Following the successful acquisition of ST Tianshan this time, Xie Zhikun will control 9 listed companies in A shares, namely ST Tianshan,Kane shares、Quasi oil shares、Yushun Electronics、Kangsheng shares、Mei Jim、Rongyu Group、Merya、*ST Baode.In addition, Xie Zhikun also actually controls Hong Kong-listed companiesCICC Technology Services。
After entering ST Tianshan this time, can Xie Zhikun reverse the company’sPerformanceWhat’s the predicament?
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Editor in charge: Wang Han