Sina Finance News On November 20, Shanghai Stock Exchange Sunriver Culture (Rights protection) Long Wei Culture and relevant responsible persons were given disciplinary punishment, and publicly identified that Huang Youlong, Zhao Wei and others were not suitable to serve as directors, supervisors and senior executives of listed companies within 5 years.
The original text of the Exchange is attached:
1、 Longwei Media did not carefully plan the acquisition and did not fully prompt the termination risk, which seriously misled the market and investors
On December 27, 2016, Sunriver Culture announced that Wanhao Wanjia Group Co., Ltd., the largest shareholder of the company, signed a Share Transfer Agreement with Longwei Media, transferring 185 million shares (29.135% of the total shares of the company) in circulation to Longwei Media at a total price of 3.06 billion yuan. After the transfer, the largest shareholder of the company will be changed from Wanjia Group to Longwei Media, and the actual controller will be changed from Kong Deyong to Zhao Wei.
After the regulatory inquiry of Shanghai Stock Exchange, Sunriver Culture and Longwei Media disclosed on January 12, 2017 that Longwei Media was established on November 2, 2016, with a registered capital of 2 million yuan, which has not yet been paid in place and has not carried out actual business activities. Total assets, net assets, operating income and net profit are zero.
Among the acquisition funds, the shareholders' own funds were 60 million yuan, and the remaining funds were borrowed. The leverage ratio was as high as 51 times.
Meanwhile, as of January 12, 2017, the related equity pledge financing is still in the approval process of financial institutions.
On February 14, 2017, Sunriver Culture disclosed that because Longwei Media said there was significant uncertainty about whether it could complete the financing on schedule, Wanjia Group and Longwei Culture planned to change the number of transferred shares from 185 million shares to 32 million shares (accounting for 5.04% of the total shares of the company), and the transaction amount changed from 3.06 billion yuan to 530 million yuan. After the completion of the transaction, the Company's largest shareholder and actual controller will not change.
On March 28, 2017, Sunriver Culture disclosed that Wanjia Group and Longwei Media did not complete the transfer registration procedures of the completed shares within the agreed time.
On April 1, 2017, the company disclosed that Wanjia Group and Longwei Media signed a cancellation agreement and decided to terminate the share transfer due to changes in the objective situation of share transfer.
The Shanghai Stock Exchange pointed out that Longwei Media was established one month before the acquisition, did not prudently assess the feasibility of the acquisition and did not make adequate capital preparations. Under the circumstances of limited domestic funds available for payment, financing of financial institutions pending approval, and great uncertainty, it purchased listed companies with shell companies, and hastily announced the acquisition information. It was not prudent to plan the acquisition, And failed to fully prompt the possible risk of termination of acquisition.
At the same time, due to the superposition of celebrity effect and other factors, Longwei Media has seriously misled the market and investors, causing the market and media to pay close attention to it, seriously disrupting the normal market order.
2、 Long Wei Media disclosed that there were false records and major omissions in the financing plans and arrangements for the transfer of control
（1） About the source of acquisition funds
Long Wei Media said in its reply to the inquiry letter on January 12, 2017 that the equity transfer funds of 3.06 billion yuan were all self raised funds, including 60 million yuan of shareholders' own funds, 1.5 billion yuan of loans from Tibet Yinbixin Asset Management Company and 1499.9 million yuan of loans from financial institutions in the form of equity pledge.
Long Wei Media and CITIC Bank After Hangzhou Branch negotiated the financing amount, both parties agreed to submit a financing plan with a maximum amount of 3 billion yuan for approval, and the amount in the internal actual declaration plan of CITIC Bank would not exceed 3 billion yuan. The amount of financing pledged by financial institutions disclosed by Longwei Media is inconsistent with the actual situation of 3 billion yuan of financing proposed to Longwei Media in the financing plan of CITIC Bank.
（2） About payment arrangement
Long Wei Media disclosed in the reply to the inquiry letter on January 12, 2017 that the payment method is the determined steps and amount, and did not fully disclose that the payment method will be dynamically adjusted with the approval of financial institutions.
Both parties agreed that if the pledge financing plan of CITIC Bank is approved, the borrowed funds from financial institutions will cover all equity transfer funds except the 60 million yuan contributed by shareholders' own funds, and there is no need to use the funds of Yinbixin. If partial pledge financing is successful, financial institutions will also be given priority in financing, and the gap funds will be borrowed from Bank Trust, that is, the payment method of controlling interest acquisition funds will be dynamically adjusted with the approval and loan situation of financial institutions.
（3） The announcement does not clarify the major uncertainty of financing funds of financial institutions, and there are major omissions
According to the financing plan of CITIC Bank Hangzhou Branch, the second and third disbursements of the financing funds from Longwei Media to CITIC Bank depend on the stock price of Xiangyuan Culture, which was not disclosed in the announcement.
3、 Long Wei Media failed to disclose the failure to reach financing cooperation with financial institutions in a timely manner
The announcement released by Sunriver Culture on January 12, 2017 showed that Long Wei Media said that the approval process for stock pledge financing of financial institutions was expected to be completed before January 31, 2017.
On January 23, 2017, Wanjia Group and Longwei Media learned that their financing plan to CITIC Bank Hangzhou Branch had not been approved by the head office of CITIC Bank.
As of January 31, 2017, Longwei Media has not reached financing cooperation with any financial institution. The inability to obtain stock pledge financing from financial institutions has a significant impact on Longwei Media's acquisition of Sunriver Culture's controlling right, but Longwei Media failed to timely notify Sunriver Culture of the important progress of financing and the possible impact when it learned that the relevant financing plan had not been approved.
4、 Long Wei Media has major omissions in disclosing the reasons for failing to complete the financing plan on schedule
According to the announcement issued by Sunriver Culture on January 12, 2017, the remaining amount borrowed by Longwei Media from Yinbisin is expected to be released 3 working days before the payment of the second share transfer amount, and the actual release time is expected to be no later than February 7, 2017. It was found that Yinbixin could not lend Longwei Media 1.2 billion yuan on February 7, 2017, that is, Yinbixin did not prepare enough funds when the payment period of the second equity transfer fund expired.
On February 16, 2017, Sunriver Culture disclosed that: on January 20, 2017, Long Wei Media received a phone call from Bank A, and the financing plan of the project was finally not approved.
Since then, Long Wei Media immediately communicated with other banks for many times, hoping to carry out financing cooperation on the project, but received oral feedback from other banks in succession, all of which clearly replied that the approval could not be completed. Therefore, Longwei Media judged that the financing plan could not be completed on schedule.
Through communication, Tibet Yinbixin is willing to fulfill the loan commitment in accordance with the signed agreement, and has provided the first loan of RMB 190 million at the first payment stage of this acquisition.
The announcement released by Sunriver Culture on February 16, 2017 showed that Longwei Media attributed its failure to complete the financing plan on schedule to the failure of financing approval of financial institutions, and did not disclose the fact that when the second equity transfer payment should be paid, Yinbixin did not prepare enough funds, and there were major omissions in relevant information disclosure.
5、 Long Wei Media's information disclosure on actively promoting the smooth completion of this control share transfer transaction has false records and misleading statements
On January 12, 2017, the reply notice to the inquiry letter disclosed by Sunriver Culture showed that Longwei Media said that if it failed to obtain the stock pledge financing of financial institutions in full and in time, Longwei Media would actively communicate with Wanjia Group to make this transaction complete smoothly, and at the same time continue to seek the stock pledge financing of other financial institutions.
On February 26, 2017, the company disclosed that Long Wei Media immediately communicated with other banks many times after learning that the financing plan was not approved by CITIC Bank on January 20, 2017.
After the approval of CITIC Bank failed, Longwei Media did not actively communicate with Wanjia Group, and did not contact other financial institutions to seek financing. There were false records and misleading statements in information disclosure.
According to the inquiry records of Kong Deyong, the actual controller of Wanjia Group and Sunriver Culture, after the failure of CITIC Bank's financing approval, Longwei Media did not actively communicate with Wanjia Group. On February 7, 2017, Huang Youlong, the representative of Longwei Media, sent Zhao Zheng to directly discuss with Kong Deyong about terminating the acquisition of controlling shares.
After the financing plan of CITIC Bank was not approved, no one in Longwei Media contacted other financial institutions. Long Wei Media has false records on the information disclosure of "immediately communicated with other banks for many times", and misleading statements such as "will actively communicate with Wanjia Group to make this transaction complete smoothly".
It was also verified that Sunriver Culture suspended trading on November 28, 2016 due to the planned change of control, and the company's share price was 18.83 yuan/share at the time of suspension. After the resumption of trading on January 12, 2017, Sunriver Culture kept rising for two consecutive trading days, and continued to rise on the third and fourth trading days, rising up to 25.00 yuan/share, up 32.77%.
On February 8, 2017, Sunriver Culture suspended trading again. The share price was 20.13 yuan/share at the time of suspension. During the suspension, the proportion of shareholders' share transfer announced was changed from 29.135% to 5.0396%.
Sunriver Culture resumed trading on February 16, 2017, with the share price falling 8.49% on that day and 6.89% on the second trading day.
On April 1, 2017 (the market was closed), Sunriver Culture announced the "Cancellation Agreement", and the share price fell 2.39% on the next trading day, and then the share price continued to fall.
On June 2, 2017, Sunriver Culture's share price fell to the lowest point of 8.85 yuan/share.
As of July 21, 2017, the closing price of Sunriver Culture was 9.03 yuan/share, down 63.88% from the peak of 25 yuan/share on January 17, 2017, and down 45.20% from the price before the first suspension on November 28, 2016.
During the period of control transfer and related information disclosure, Sunriver Culture's share price fluctuated significantly.
To sum up, Longwei Media, as the acquirer of a listed company, rashly planned the acquisition and did not fully prompt the termination risk when its own capital preparation was insufficient and the source of capital was extremely uncertain. In the process of equity transfer, there were false records, misleading statements, major omissions and untimely disclosure of relevant information, which seriously damaged the investors' right to know.
The Shanghai Stock Exchange pointed out that Longwei Media violated Article 3 of the Administrative Measures for the Acquisition of Listed Companies, Article 1.4, 2.1, 2.5, 2.6, 2.7, 2.22 and other provisions of the Stock Listing Rules.
Sunriver Culture, as the legal information disclosure obligor, disclosed the reply to the inquiry letter of Shenzhen Stock Exchange on January 12 and February 16, 2017 with false records, misleading statements and major omissions, which seriously damaged the investors' right to know, and its behavior violated Articles 2.1, 2.5, 2.6, 2.7 and other provisions of the Stock Listing Rules.
As for the specific responsible person, Huang Youlong, as the representative of Longwei Media, organized, planned and assigned relevant personnel to carry out this control share transfer, actually negotiated with Kong Deyong, the actual controller of Wanjia Group, decided to acquire the control shares of Sunriver Culture, and assigned personnel to carry out financing arrangements and information disclosure.
Zhao Wei, the legal representative of Longwei Media, agreed after his spouse Huang Youlong informed him of the acquisition of Sunriver Culture's controlling interest, knew and supported the acquisition of controlling interest, signed the Share Transfer Agreement, the Supplementary Agreement to the Share Transfer Agreement, etc., provided information assistance when CITIC Bank inquired about the personal credit report, and read the information disclosure before the announcement was released.
Zhao Zheng, appointed by Huang Youlong, is responsible for the acquisition of controlling shares on behalf of Long Wei Media, participating in the acquisition negotiations, seeking funds, organizing the response to the inquiry letter of the Exchange, and actually carrying out the subsequent negotiations on the change of equity transfer proportion and the cancellation of the agreement.
The Shanghai Stock Exchange pointed out that Huang Youlong and Zhao Wei are the direct responsible persons for Longwei Media's violations, and Zhao Zheng is the other direct responsible persons for Longwei Media's violations, which violate the provisions of Articles 2.1 and 2.7 of the Stock Listing Rules.
Kong Deyong, chairman of Sunriver Culture, organized, planned and participated in the whole process of controlling right transfer, financing process, change of equity transfer and other matters, and was directly responsible for Sunriver Culture's violations. Kong Deyong failed to be diligent and dutiful, and violated the provisions of Articles 2.1, 2.5, 2.6, 2.7, 3.1.5 and other provisions of the Stock Listing Rules, as well as the commitments made in the Statement and Commitment of Directors (Supervisors, Senior Executives).
In view of the above facts and circumstances of violations, and in accordance with the relevant provisions of Articles 17.2 and 17.3 of the Stock Listing Rules and the Measures for the Implementation of Disciplinary and Regulatory Measures, the Shanghai Stock Exchange has decided to publicly condemn Sunriver Culture's timely appointment as Chairman Kong Deyong, Longwei Media and its direct responsible personnel Huang Youlong, Zhao Wei, and other direct responsible personnel Zhao Zheng, It was also publicly recognized that Kong Deyong, Huang Youlong, Zhao Wei and Zhao Zheng were not suitable to serve as directors, supervisors and senior managers of listed companies within five years.
Editor in charge: Wang Han
