Jiahua Energy'S 2.7 Billion Acquisition Termination Case

Beijing, July 31, China economic network According to the decision on administrative penalty ([2020] No. 35) published on the website of China Securities Regulatory Commission on July 13, 2016 to January 25, 2018, Zhejiang Jiahua energy and Chemical Co., Ltd. (hereinafter referred to as "Jiahua energy", 600273. SH) applied in a letter to Zhejiang securities regulatory Bureau in response to Zhejiang securities regulatory bureau's concern letter after the initial public offering of shares from the end of 2016 to January 25, 2018 Mr. He Zhongzhong and Mr. Dong minlin, the chairman of the company, participated in the asset restructuring plan of a certain company.

On October 26, 2017, Jiahua energy issued the announcement on suspension of major events, which disclosed that the company planned major events, which may constitute a major asset restructuring, and applied for suspension. On December 26, Jiahua energy issued the announcement of continued suspension of major asset restructuring, which disclosed that the company intends to purchase 100% equity of Meifu Petrochemical Company in cash. The actual controller of Meifu Petrochemical Company is the actual controller of the company. This transaction constitutes a connected transaction. On January 25, 2018, Jiahua energy released the "plan for major asset purchase and related party transactions", which disclosed the specific plan for Jiahua energy to acquire 100% equity of Meifu petrochemical. The initial price of 100% equity of subject assets of this transaction was RMB 2.690 billion (the original decision of CSRC was RMB 269 million). Since March, the announcement on the resumption of major assets of energy company was issued.

The above acquisition of Meifu Petrochemical by Jiahua energy constitutes a material asset reorganization of the listed company. The information belongs to "the company's major investment behavior and major decision to purchase property" mentioned in Item 2 (2) of Article 67 of the securities law of 2005, and is the inside information mentioned in Item (1) of paragraph 2 of Article 75 of the securities law of 2005. The inside information was formed no later than September 10, 2017, and was disclosed on December 26, 2017. Guan Xiaozhong is the insider of the inside information.

In accordance with the provisions of the Securities Regulatory Commission of the people's Republic of China (No. 128) of the Securities Regulatory Commission of China Securities Regulatory Commission, the disclosure of the relevant information of the listed company (No. 128) of the Securities Regulatory Commission of China Securities Regulatory Commission (CSRC) No. 7 of 2007) on the disclosure of relevant information of the listed company (No. 128) of China Securities Regulatory Commission Insider. At the same time, the insider list of Jiahua energy also includes Yin Zhangwei.

Yin Zhangwei and Guan are old friends for many years and have a close relationship. They often contact each other through meetings, phone calls and wechat voice. Before the disclosure of inside information in this case, the two contacted many times. On September 20, 2017, Yin Zhangwei purchased 44100 shares of Jiahua energy through his securities account "Yin Zhangwei", with a transaction amount of 392500 yuan; on October 20, 2017, he bought 41000 shares with a transaction amount of 3.8109 million yuan. As of the survey date, 200 shares were actually sold, with a transaction amount of 1638 yuan, and the rest of the stocks were not sold.

The above-mentioned acts of Yin Zhangwei violate the provisions of Article 73 and article 76 (1) of the securities law of 2005, and constitute the insider trading activities mentioned in article 202 of the securities law of 2005. According to the fact, nature, circumstances and social harm degree of the parties' illegal acts, and in accordance with the provisions of article 202 of the securities law of 2005, the CSRC decided to order Yin Zhangwei to deal with the illegally held securities according to law, confiscate the illegal income and impose a fine of 300000 yuan on Yin Zhangwei.

According to the inquiry of China economic network, Jiahua energy was established on April 3, 1998 with a registered capital of 1.433 billion yuan. It was listed on the Shanghai Stock Exchange on June 27, 2003. Guan Jianzhong is the legal representative, chairman and actual controller of the company. As of March 31, 2020, Zhejiang Jiahua Group Co., Ltd. was the largest shareholder, holding 467 million shares, with a shareholding ratio of 32.62%, and Guan Jianzhong was No.5 Major shareholder, holding 2015.91 million shares, with a shareholding ratio of 1.41%. The legal representative, actual controller, chairman and general manager of Zhejiang Jiahua Group Co., Ltd. is Guan Jianzhong. The largest shareholder is Hangzhou Xiaoshan Sanjiang Fine Chemical Co., Ltd., with a shareholding ratio of 62.63%. Guan Jianzhong, the major shareholder, legal representative and actual controller of Hangzhou Xiaoshan Sanjiang Fine Chemical Co., Ltd., has a shareholding ratio of 75%.

The full name of Meifu Petrochemical Company is "Zhejiang Meifu Petrochemical Co., Ltd.", which was established on March 20, 2003 with a registered capital of US $77.55 million. Shen Qiuyun is the legal representative, chairman and general manager. The largest shareholder and actual controller are Chengxin Capital Holding Co., Ltd., with a shareholding ratio of 33.00%.

According to the announcement of "major asset purchase and related party transaction plan" issued by Jiahua energy on January 25, 2018, Jiahua energy intends to pay cash to purchase 100% equity of Meifu Petrochemical Co., Ltd. held by integrity capital, Haoming investment, JiangHao investment, Weiyu industry and Guan Haoyi investment. Taking December 31, 2017 as the base date, the estimated value of 100% equity of Meifu petrochemical, the subject asset of this transaction, is RMB 2.690 billion, which is increased by RMB 2.109 billion and the value-added rate is 363.34% compared with the book value of 581 million yuan on the evaluation base date. The independent financial consultant for the acquisition is CITIC Securities Co., Ltd., and the asset appraisal agency is Shanghai Shenwei Asset Appraisal Co., Ltd.

According to the announcement of major asset restructuring before the current five-year restructuring, the company is faced with longer asset restructuring period; according to the announcement of major asset restructuring before the current five-year asset restructuring, it is not certain that the company will continue to be faced with significant asset restructuring Observe its sustainable profitability. After carefully listening to the opinions of all parties and full investigation and demonstration, the company believes that the relevant conditions for continuing to promote major asset restructuring at this stage are not mature. After careful study, all parties agreed to terminate the major asset restructuring.

When it is known that the major events related to the listing of securities and securities of the stock exchange in 2005 have not yet been reported to the stock exchange, the causes of the major events that may have a significant impact on the stock exchange shall be explained to the investors immediately when they are informed of the major events that may have a significant impact on the securities exchange of 2005 Possible legal consequences.

The following circumstances are referred to as major events mentioned in the preceding paragraph:

(1) major changes in the company's business policy and business scope;

(2) the company's major investment behavior and decision on major purchase of property;

(3) the conclusion of important contracts by the company may have an important impact on the company's assets, liabilities, rights and interests and business results;

(4) breach of the company's major debts and failure to pay off the due major debts;

(5) the company has major losses or losses;

(6) major changes in the external conditions of the company's production and operation;

(7) the directors, more than one-third of the supervisors or the general manager of the company change;

(8) the situation of shareholders or actual controllers holding more than 5% of the company's shares or controlling the company has changed greatly;

(9) decisions on capital reduction, merger, division, dissolution and bankruptcy application of the company;

(10) major litigation involving the company, and the resolution of the general meeting of shareholders and the board of directors is revoked or declared invalid according to law;

(11) the company is suspected of committing a crime and is investigated by the judicial organ; the company's directors, supervisors and senior managers are subject to compulsory measures by the judicial organ for suspected crimes;

(12) securities regulatory agencies of the State Council.

Article 75 of the securities law of 2005 stipulates that in the securities trading activities, the information that has not been made public that involves the company's operation and finance or has a significant impact on the market price of the company's securities is insider information.

The following information is inside information:

(1) major events listed in the second paragraph of Article 67 of this law;

(2) the company's capital increase plan;

(3) significant changes in the ownership structure of the company;

(4) major changes in the company's debt guarantee;

(5) the mortgage, sale or scrapping of the company's main business assets exceeds 30% of the assets at one time;

(6) the acts of the directors, supervisors and senior managers of the company may be liable for major damages according to law;

(7) relevant plans for acquisition of listed companies;

(8) other important information recognized by the securities regulatory body under the State Council that has a significant impact on securities trading prices.

Article 74 of the securities law of 2005 stipulates that insiders of inside information of securities trading include:

(1) the directors, supervisors and senior managers of the issuer;

(2) the shareholders holding more than 5% of the company's shares and their directors, supervisors and senior managers, as well as the actual controllers of the company and their directors, supervisors and senior managers;

(3) the company controlled by the issuer and its directors, supervisors and senior managers;

(4) persons who have access to inside information of the company due to their positions in the company;

(5) staff members of the securities regulatory body and other personnel who manage the issuance and trading of securities due to their legal duties; and;

(6) relevant personnel of sponsors, underwriting securities companies, stock exchanges, securities registration and settlement institutions and securities service institutions;

(7) other persons prescribed by the securities regulatory body under the State Council.

Article 3 of the notice of China Securities Regulatory Commission on regulating the information disclosure of listed companies and the behaviors of relevant parties (zjzcz [2007] No. 128) stipulates that for the major events under planning that may affect the company's share price, the listed company and its directors, supervisors and senior management personnel, trading counterparties and their related parties and their directors, supervisors and senior management shall be responsible for the listed company Managers (or main responsible persons), professional institutions and handling personnel employed, relevant institutions and personnel involved in formulation, demonstration, approval and other related links, and relevant institutions and personnel who provide consulting services and know or may know the matter due to business contacts (hereinafter referred to as insider information insiders) shall have confidentiality obligations before the relevant matters are disclosed according to law. Before the stock price sensitive material information of a listed company is disclosed in accordance with the law, any insider of inside information shall not disclose or disclose the information, and shall not use the information for insider trading.

Article 73 of the securities law of 2005 stipulates that insiders of securities trading and those who illegally obtain insider information are prohibited from using insider information to engage in securities trading activities.

Article 76 of the securities law of 2005 stipulates that the insiders of the inside information of securities trading and those who illegally obtain the inside information shall not buy or sell the securities of the company, or disclose the information, or suggest others to buy or sell the securities before the inside information is disclosed.

Where a natural person, legal person or other organization that holds or jointly holds more than 5% of the company's shares with others through agreements or other arrangements, purchases the shares of a listed company by natural persons, legal persons or other organizations, where there are other provisions in this law, such provisions shall apply.

If insider trading causes losses to investors, the actor shall bear the liability for compensation according to law.

Article 202 of the "Securities Law" of 2005 stipulates that: if an insider or a person who illegally obtains inside information of a securities transaction buys or sells the securities, or divulges the information, or advises others to buy or sell the securities before the issuance, trading or other information that has a significant impact on the price of the securities is disclosed, it shall be ordered to deal with the illegally held securities according to law The illegal income shall be confiscated and a fine of not less than one time and not more than five times the illegal income shall be imposed; if there is no illegal income or the illegal income is less than 30000 yuan, a fine of 30000 yuan to 600000 yuan shall be imposed. If a unit engages in insider trading, it shall also give a warning to the person in charge directly responsible and other persons directly responsible, and impose a fine of not less than 30000 yuan but not more than 300000 yuan. Any staff member of a securities regulatory body who conducts insider trading shall be given a heavier punishment.

The following is the original text:

Letter of decision of China Securities Regulatory Commission on administrative punishment (Yin Zhangwei)

[2020] No.35

Party: Yin Zhangwei, male, born in February 1965, was the supervisor of Zhejiang Meifu Petrochemical Co., Ltd. (hereinafter referred to as "Meifu petrochemical"), address: Xiaoshan District, Hangzhou City, Zhejiang Province.

According to the relevant provisions of the securities law of the people's Republic of China (hereinafter referred to as the securities law of the people's Republic of China) revised in 2005, the SFC filed a case, investigated and tried the insider trading of Zhejiang Jiahua energy and Chemical Co., Ltd. (hereinafter referred to as Jiahua energy), and informed Yin Zhangwei of the facts, reasons and basis for administrative punishment according to law And the rights enjoyed by the parties in accordance with the law, the parties did not put forward statements, defense opinions, nor request a hearing. The case is now under investigation.

The following facts were found out by Yin Wei:

The formation and disclosure of inside information

At the end of 2016, the chairman of Jiafu Energy Management Co., Ltd. plans to issue shares of Meizhong Petrochemical Co., Ltd. for the first time. On June 30, 2017, Zhejiang Securities Regulatory Bureau issued a letter of concern to Jiahua energy. On July 7, Jiahua energy convened a meeting of directors and main responsible persons to discuss the issues of the letter of concern, and asked the participants to express their opinions on how to reply to the letter of concern. Guan Mengzhong and Lin, then the director of Jiahua energy, attended the meeting.

On July 25, 2017, with the consent of Guan Zhongzhong, Lin submitted the feedback draft of concern letter to Zhejiang securities regulatory bureau by email, but Zhejiang securities regulatory bureau did not accept the feedback. On September 10, with the consent of Guan Zhongzhong, Lin sent a revised version of the letter of concern feedback to the e-mail box of Hualin securities. In this version, it was clearly stated that "the assets of Meifu petrochemical and the listed company should be reorganized". On September 12, with the consent of Guan Zhongzhong, Lin submitted the second draft of concern letter feedback to Zhejiang securities regulatory bureau by email, which clearly stated that "integrating Meifu Petrochemical AEO products into Jiahua energy", Zhejiang Securities Regulatory Bureau accepted the reply.

At the end of September 2017, Guan arranged for Lin to find an intermediary to operate the related business of Meifu Petrochemical into the listed company. Lin contacted with the intermediary agencies he had cooperated with at ordinary times and said that Jiahua energy planned to prepare a major restructuring business and asked them to make an offer. At this stage, no specific object of restructuring was mentioned. On October 13, Jiahua energy held the first on-site meeting of intermediary agencies. At the on-site meeting, Guan Xiaozhong explained that Jiahua energy would purchase Meifu petrochemical.

On October 26, 2017, Jiahua energy issued the announcement on suspension of major events, which disclosed that the company planned major events, which may constitute a major asset restructuring, and applied for suspension. After discussing with all parties concerned, the suspension of trading of the above-mentioned assets has been suspended for more than one month since September. On November 25, Jiahua energy issued the announcement of continued suspension of major asset restructuring, which disclosed that it intends to acquire assets of petrochemical raw materials and chemical products manufacturing industry, and the counterparties are related parties and independent third parties, which constitute related party transactions and plan to purchase the equity of the target company in cash. On December 12, Meifu Petrochemical Company announced that the acquisition of Meizhong petrochemical company was the actual controller of 26% of the company's assets, and the company was to continue to control the company's assets.

On the day of 2018, the company announced the preliminary plan for the acquisition of 25% shares of energy and Chemical Co., Ltd., and announced the plan for the purchase of 100% equity of Meihua Jiaxing Energy Group Co., Ltd. at a price of RMB 2.5 billion. On March 7, Jiahua energy released the notice on the resumption of major asset restructuring, and the trading of the company's shares was resumed from March 8.

To sum up, Article 2 of Article 65 of the securities law of the people's Republic of China on the acquisition of material information of the listed company in Article 2 of the securities law of the people's Republic of China (2005) constitutes a material asset purchase act of the company. The inside information was formed no later than September 10, 2017, and was disclosed on December 26, 2017. Guan Xiaozhong is the insider of the inside information.

2. Yin Zhangwei knows inside information

(1) Yin Zhangwei is a legal insider

Yin Zhangwei was a supervisor of Meifu petrochemical company. According to the provisions of Article 74 (7) of the securities law of 2005, Yin Zhangwei is a supervisor of the counterparties of the listed company mentioned in Article 3 of the notice of the China Securities Regulatory Commission on regulating the information disclosure of listed companies and the behaviors of relevant parties (zjcz [2007] No. 128), and he is the legal inside information of this case People. At the same time, the list of insiders reported by listed companies also includes Yin Zhangwei.

(2) Yin Zhangwei had frequent contact with Guan Xiaozhong, a key insider

Yin Zhangwei and Guan are old friends for many years and have a close relationship. They often contact each other through meeting parties, telephone and wechat voice. Before the disclosure of inside information in this case, the two contacted many times.

Mr. Zhong called Mr. Zhang at 15:30, 2017. At 08:58 on October 14, 2017, Yin Zhangwei called Guan Xiaozhong, and they talked for 35 seconds. At 17:11 on October 25, 2017, a loyal leader named Yin Zhangwei, they talked for 57 seconds.

In addition, at 08:31 on September 20, 2017, Guan Xiaozhong called Yin Zhangwei through wechat voice, and the two talked for 50 seconds; at 21:01, Guan Xiaozhong called Yin Zhangwei through wechat voice, and the two talked for 2 minutes and 42 seconds. At 11:40 on September 21, 2017, Guan Zhongzhong called Yin Zhangwei through wechat voice call, and the two talked for 2 minutes and 20 seconds; at 12:03, Yin Zhangwei called Guan Zhongzhong through wechat voice call, and the two people talked for 33 seconds. At 12:04 on the 2nd of December, 2017, a person called Zhang Zhongzhong through wechat. At 14:24 on October 7, 2017, Yin Zhangwei called a certain Zhong through wechat voice call, and the two talked for 18 seconds. At 16:23 on October 19, 2017, Yin Zhangwei called a certain Zhong through wechat voice call, and they talked for 11 seconds. At 09:11 on October 20, 2017, Yin Zhangwei called a certain Zhong through wechat voice call, and they talked for 62 seconds. All the above-mentioned contacts occurred during the period of insider information sensitivity.

III. trading of "Jiahua energy" by Yin Zhangwei

(1) basic information of the account

On December 6, 2013, the "yinzhangwei" credit capital account 92xxx578 was opened in Jincheng Road Business Department of CAITONG securities, with Shanghai credit shareholder account e0xxx321 and Shenzhen credit shareholder account 06xxxx25.

(II) transfer of funds

Zhang yinwei's funds were deposited in the securities account of China Construction Bank.

The "Yin Zhang Wei" securities account is actually controlled and used by Yin Zhangwei himself. Up to now, the account opening has been operated by him, and the trading instructions are made by him. The computer is used to place orders for trading, and the investment is Yin Zhangwei's own funds.

(3) trading of "Jiahua energy" in yinzhangwei

On September 20, 2017, 44100 shares were purchased with a transaction amount of 392490 yuan. On October 20, 2017, 410000 shares were purchased with a transaction amount of 3810900 yuan. As of the survey date, 200 shares were actually sold, with a transaction amount of 1638 yuan, and the rest of the stocks were not sold.

Zhang Jiahua's "abnormal trading of energy"

At 08:31 on September 20, 2017, Guan Zhaozhong called Yin Zhangwei through wechat voice, and the call lasted for 50 seconds. Then, at 09:52 on September 20, Yin Zhangwei entrusted to buy 44100 shares of "Jiahua energy", with a total transaction amount of 392490 yuan. At 21:01 p.m., Guan once again called Yin Zhangwei through wechat voice, and the conversation lasted for 2 minutes and 42 seconds. At 16:23 on October 19, 2017, Yin Zhangwei called in charge of Xiaozhong through wechat voice call, and the call lasted for 11 seconds. The next day, at 09:11 on October 20, Yin Zhangwei called for Guanzhong again through wechat voice call, with the duration of 1 minute and 2 seconds. Then, at 09:49 and 10:42 on October 20, Yin Zhangwei bought 210000 shares and 200000 shares of "Jiahua energy", with a total transaction amount of 3810900 yuan. All the above-mentioned calls occurred during the insider information sensitive period, and were highly consistent with the time point of Yin Zhangwei's trading of "Jiahua energy". Although Yin Zhangwei has always bought "Jiahua energy", the trading volume in this sensitive period is significantly higher than that in other trading days.

The above-mentioned illegal facts can be confirmed by relevant securities account information, securities account transaction flow, bank account information, communication and wechat records, electronic equipment evidence collection information, relevant information provided by the parties concerned and inquiry records of relevant personnel.

In my opinion, Yin Zhangwei's above-mentioned behavior violates Article 73 of the securities law of 2005, which states that "insiders of securities trading insider information and those who illegally obtain insider information are prohibited from using insider information to engage in securities trading activities" and article 76, paragraph 1, "insiders of insider information of securities trading and persons who illegally obtain insider information shall not, before the disclosure of inside information, be prohibited Buying and selling the company's securities, divulging the information, or suggesting others to buy or sell the securities "constitute the insider trading as mentioned in article 202 of the securities law of 2005.

According to the fact, nature, circumstances and social harm degree of the illegal acts of the parties concerned, and in accordance with the provisions of article 202 of the securities law of 2005, we will decide:

1. Order Yin Zhangwei to deal with the securities illegally held in accordance with the law, and confiscate the illegal gains if any;

2. A fine of 300000 yuan was imposed on Yin Zhangwei.

Within 15 days from the date of receiving this punishment decision, the above-mentioned parties shall remit the fines and confiscations to the China Securities Regulatory Commission with the opening bank: Beijing Branch Business Department of China CITIC Bank, account No.: 7111010189800000162, which shall be directly turned over to the state treasury by the bank, and a copy of the payment certificate bearing the name of the party concerned shall be submitted to the Inspection Bureau of the China Securities Regulatory Commission for the record. If the party concerned is not satisfied with the punishment decision, it may apply to the China Securities Regulatory Commission for administrative reconsideration within 60 days after receiving the punishment decision, or directly file an administrative lawsuit with the people's court with jurisdiction within 6 months from the date of receiving the punishment decision. During the period of reconsideration and litigation, the execution of the above decision shall not be suspended.

China Securities Regulatory Commission

July 13, 2020