In February last year, * the major shareholder of St Kunji terminated the transfer of equity to Ziguang Zhuoyuan. Since then, *st Kunji's fate has gone all the way down, not only the share price encountered a "roller coaster" and the company's executives left, but also a large-scale sale and transfer of its assets at the same time. According to the latest announcement, *st Kunji is expected to have a net loss of 375million yuan in 2016, and the company has issued a notice on the risk of suspension of listing
the reason for terminating the equity transfer is that the transaction failed to obtain the approval of the state owned assets supervision and Administration Commission of the State Council within three months. Strangely, this key clause was omitted at the beginning of the equity transfer announcement. Is it deliberate concealment or unintentional omission? Does it cooperate with insider trading or share price manipulation
in order to find out the truth, the CSRC filed a case against Kunming Machine Tool in May last year. In February this year, *st Kunji received the decision on administrative punishment from the CSRC. The reason for the punishment was that the trading parties had "major omissions" in the information disclosure, and did not disclose the "effective conditions" that had a significant impact on the transaction in a timely manner
* it is estimated that at present, the domestic demand for TPU has reached 400000 tons. St Kunming aircraft has been suspended from listing, and the letter Phi violation has been severely punished.
"in order to prevent the relevant parties from coordinating and communicating with each other on the evidence, resulting in the loss of evidence, we went to Kunming, Beijing, Shenyang and other five places to investigate at the same time, and the on-site inspection took only two days." The CSRC inspection and law enforcement officials involved in handling the case told first finance that most illegal information disclosure will have a certain degree of subjective malice, but this case is a little different
huge losses "selling shell"
* ST Kunji was filed for investigation by the CSRC in May 2016, and received the administrative punishment decision of the CSRC in February this year. China business recently learned more about the investigation of the case from the law enforcement officers involved in the investigation of the CSRC, and more details have emerged
dates back to October 2015. Kunming Machine Tool announced on the 8th of that month that the major shareholder Shenyang Machine Tool Group (hereinafter referred to as "Shenyang Machine Tool Group") plans to transfer its 25.08% equity of Kunming Machine tool through public bidding. On the 29th, the listed company announced that it had selected Tibet Ziguang Zhuoyuan Equity Investment Co., Ltd. and 592 new material enterprises in Hubei Province with a revenue of 256billion yuan (hereinafter referred to as "Ziguang Zhuoyuan"). After the equity transfer is completed, Ziguang Zhuoyuan will become the largest shareholder of the company
the reason why the major shareholders sell their control rights is that Kunming Machine tool has no hope of turning losses. Since 2012, the overall performance of the machine tool industry has declined, and Kunming Machine tool is struggling to lose money. In 2014 and 2015, the net profit loss of Kunming Machine Tool exceeded 200million yuan for two consecutive years
before publicly soliciting "buyers", the listed company also tried to acquire an overseas information software listed company with cash for restructuring. However, the reorganization was also terminated when the equity transaction was announced
however, investors reacted strongly to this equity transfer due to the intensive and frequent promotion of capital operations and the restructuring expectations brought about by the change of ownership of major shareholders. Stimulated by the above equity transfer and other news, after the resumption of trading on November 19, 2015, the share price of Kunming Machine Tool rose as high as 17.66 yuan, or 51.98%, in the six trading days to November 27
however, after 3 months, the event suddenly reversed. On February 5, 2016, Kunming Machine Tool announced that if the aforementioned equity transfer matters did not complete the approval procedures of the state owned assets supervision and Administration Commission of the State Council within 3 months as agreed in the agreement, the equity transfer agreement would be automatically terminated on February 8. Due to the Spring Festival, the company announced on February 17 that the relevant parties officially confirmed that the aforementioned equity transfer agreement would be automatically terminated, and the non-public offering plan would also be terminated
the sudden "three-month automatic cancellation" has greatly changed the expectation of this equity transfer. Because this condition never appeared in the previous three-party announcement. The key terms were supplemented and disclosed at the last moment before the expiration and entry into force. This practice of Kunming Machine Tool caught the market unprepared and attracted the high attention of regulators
after the announcement of termination of equity transfer, Kunming Machine tool quickly fell back to the price before the announcement. Within a short period of five months, the volatility of the stock price was close to 100%, much higher than that of the market index in the same period; The maximum daily turnover rate exceeds 20%, far exceeding the usual index of about 2%. The CSRC announced in May that it would file a case for investigation. Two months later, Ziguang Zhuoyuan, Shenji group and some executives could also reduce waste products, which was publicly condemned by another Shanghai Stock Exchange
then, why are the key terms that determine the ultimate fate of equity transfer forgotten by all three parties to the transaction outside the announcement
the key terms are strange and "missing"
in this equity transfer transaction, the roles of the four participants are very clear. Shenji group, the major shareholder, is the "seller", Ziguang Zhuoyuan is the "buyer", Kunming Machine tool is only the "target party" of equity transfer, and Sino German securities is the financial adviser of the "buyer"
in October 2015, after Shenzhen machinery group selected Ziguang Zhuoyuan as the preferred transferee, the two sides formed several versions of the draft share transfer agreement during the negotiation and sent it to Kunming Machine Tool for information disclosure
it is worth noting that on November 9, considering the continuous losses of Kunming Machine tool, the risk of delisting and the uncertainty of approval by the SASAC, Ziguang Zhuoyuan added the "three-month automatic termination" clause in the agreement and the "need to obtain the support of various departments in Yunnan" clause in the effective conditions, and sent the version of the agreement to Shenyang Machinery Group after sealing it on the same day. On November 10, Shenyang Machinery Group sealed the version and both parties formally signed the agreement. On the same day, Shenji group sent the share transfer agreement signed by both parties to the listed company Kunming Machine tool