Relevant parties suspected of violating the law, Zhongyuan Concord, and Changfang Lighting reorganization review

The progress of the reorganization audit disclosed by the CSRC on the evening of the 15th showed that the reorganization application of Zhongyuan Concord and Changfang Lighting was suspended in the near future due to the suspected illegal investigation and filing. Coincidentally, both companies are “prudent review” channels. Among them, Li Defu, the actual controller of Zhongyuan Concord, once increased the company's stock in the first half of the suspension period. Whether the act was suspected of insider trading once triggered doubts in the industry.

According to the Zhongyuan Concord restructuring plan, the company intends to purchase 100% equity of Zhicheng Bio with a price of 800 million yuan through the method of “fixed increase + cash”, and in addition to the in-vitro diagnosis; at the same time, it will not raise more than 2.66 to the controlling shareholder Deyuan Investment. 100 million yuan. The transferor promised that the net non-profit profits of Zhicheng Biology in 2014, 2015 and 2016 were 52.235 million yuan, 64.834 million yuan and 83.251 million yuan respectively.

On January 31 this year, Zhongyuan Concord announced the suspension of major events, and the company's stock will be suspended from February 7. According to the self-examination disclosed by the company in the reorganization draft, Li Defu, the actual controller of Zhongyuan Association and the actual controller, bought 226,000 shares of the company on January 14th, and the total shares of the company held reached 528,700 shares; Yongtai, which is actually controlled by Li Defu Wang Shudan, head of the direct investment department of Hung Hom Holdings Group Co., Ltd., bought 5,000 shares of Zhongyuan Xiehe on January 28.

Among them, Wang Shudan participated in the preliminary negotiation of this major asset restructuring project, and the above transaction has been identified as insider trading. However, in view of the small number of shares purchased by Wang Shudan, he has promised to transfer all of his stock trading proceeds to Zhongyuan Concord, and he is no longer involved in the follow-up work of this transaction. The company expects that its stock trading behavior will not constitute materiality for this transaction. obstacle.

For the above-mentioned increase in Li Defu's above-mentioned increase, despite the company's large-scale explanation, the outside world still questioned whether the act was suspected of insider trading, because Li Defu met with the counterparty of this major asset restructuring on January 8 this year. And arrived in Shanghai on the evening of January 14th to meet with the head of the target assets. The company stated that Li Defu's stock account was operated by a special person. The increase on January 14 was the operator's autonomous operation. The operator did not know about the major asset restructuring process. Li Defu did not issue it to the operation before the increase operation. Specific instructions.

Li Defu had already passed the trading time when he arrived in Shanghai on the evening of January 14 to meet with the head of the target asset. The increase in holdings was completed by the stock account operator. Moreover, before Li Defu’s latest increase in holdings, neither of the parties to the transaction negotiated the possibility of this major asset restructuring and neither party made a decision to plan a major asset reorganization with the other party, which did not meet the judicial interpretation of the formation of inside information. The definition of inside information has not yet been formed. However, from the current situation, the explanation may not have convinced the regulatory authorities.

The rectangular lighting was announced after the close on August 15th. It was notified by the China Securities Regulatory Commission that the company involved in the reorganization was suspected of being illegally investigated and filed, and the company's application for merger and acquisition was suspended. At present, no notice of investigation of the listed company has been received.

The restructuring plan of Changfang Lighting is that the company intends to acquire 60% equity of Kang Mingsheng with a price of 528 million yuan from “fixed increase + cash”, and expands into the terminal market to the downstream of LED. Kang Mingsheng products mainly focus on LED mobile lighting applications, including LED flashlights, LED horse lights, LED emergency lights and other 10 series of more than 600 models, widely used in a variety of outdoor leisure, fire, petroleum and petrochemical, gas maintenance, industrial and mining enterprises and other places. The counterparty promised that the net profit of Kang Mingsheng from 2014 to 2016 was not less than 80 million yuan, 105 million yuan and 128 million yuan respectively.

According to the company's self-inspection, the company's independent financial adviser Guoxin Securities bought 380,000 shares of the listed company on February 11 this year and sold it on February 28th. However, the company stated that the above transaction of Guoxin Securities was based on its own judgment on the public information of Changfang Lighting and the trading situation in the secondary market. It did not use the information and other inside information of this transaction. There are no associations for the transaction.

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