Text|Perseverance. **Bowang Finance.
At the end of the year, the capital market was not flattened, and it rose again.
In just 6 days, a number of listed companies or related parties received notices from the China Securities Regulatory Commission on suspicion of violating laws and regulations, including today's protagonist - Weichuang shares, which shocked the capital market because of two "arbitrary" transfers of 1.3 billion yuan.
The general context is that since December 22 to 27, Weichuang shares have issued a number of announcements due to concerns about letters, regulatory filings, business self-inspections, senior executive resignations, lawsuits and abnormal stock price fluctuations, etc., focusing on the company and the mysterious person "Liu Jun" who were investigated by the CSRC on suspicion of violating laws and regulationsLu Keping, the company's "upper shareholder" and actual controller, was filed by the CSRC on suspicion of violating laws and regulationsZhang Shuhan, secretary of the board of directors, Wen Jingjing, head of finance, and Zhang Wendong, independent director, resigned.
Source**: Wind
And behind these announcements, are related to 13300 million yuan was allocated in connection with this event.
On the evening of December 22, the "Announcement on the Company's Self-inspection of Its Own Operations" issued by Weichuang Company showed that the company had Liu Jun, the actual controller of Xiling Energy, the proposed acquirer, transferred the company 13300 million yuan of funds were transferred to the bank account controlled by it and returned to the company in full on October 31, but since November 1, the company has been transferred out in batches, and the funds have not been returned to the company as of the disclosure date of this announcement.
As the incident continued to ferment, on December 25, Jiangsu Sunshine Group released a statement on the official website for "Weichuang shares". The general meaning is also very clear, "At present, the transaction has not been completed, and no industrial and commercial changes have been made, and neither the company nor the upper-level information disclosure obligor has disclosed information in violation of regulations." The following day, however, the statement was deleted.
Reference**: Official website of Jiangsu Sunshine Group
Behind the confusing huge transfer of money, what role does Weichuang play in the future?
1.3 billion yuan of funds "provoked", and the regulator took urgent action
It all goes back to a "secret" agreement.
In September this year, Jiangsu Sunshine Group, a limited partner of Zhongshu Wolters Kluwer, the controlling shareholder of Weichuang Co., Ltd., and Jiangsu Sunshine Group, the controlling shareholder of Taizhou Monsas, signed the "Equity Transfer Cooperation Framework Agreement" with Xiling Energy, according to which Xiling Energy will obtain control of Zhongshu Wolters Kluwer through investment relations in the next 12 months.
"Mysterious person" Liu Jun is the actual controller of Xiling Energy, the proposed acquirer. According to the announcement, from September 28 to October 27, 2023, Liu Jun transferred the company's 13300 million yuan of funds were transferred to the bank account controlled by it and returned to the company in full on October 31, but since November 1, it has been transferred out of the company in batches, and the funds have not been returned to the company as of the disclosure date of this announcement.
Reference**: Weichuang official website
The strange thing is that the above-mentioned equity transaction has not yet been completed, Liu Jun has not really entered the ownership, but he can quietly transfer away the funds of the listed company, but Weichuang shares have not disclosed such important information, which inevitably triggers regulatory questions.
On December 22, the "Announcement on Receiving the Notice of Case Filing from the China ** Supervision and Administration Commission" issued by Weichuang Co., Ltd. showed that due to the company's suspected illegal information disclosure, the China Securities Regulatory Commission decided to investigate the company in accordance with the "** Law" and other legal provisions. Subsequently, on the 24th, the "Announcement on the Upper Shareholders Receiving the Notice of Case Filing from the China ** Supervision and Administration Commission" issued by Weichuang Co., Ltd. further explained that Lu Keping, the actual controller of Jiangsu Sunshine Group, the controlling shareholder of the limited partner of the company's controlling shareholder Zhongshu Wolters Kluwer, was investigated on suspicion of illegal information disclosure.
In this regard, Weichuang said, "During the filing period, the company will actively cooperate with the investigation of the China Securities Regulatory Commission and fulfill its information disclosure obligations in strict accordance with regulatory requirements." ”
At the same time, the Shenzhen Stock Exchange stated in the "Letter of Concern" issued to Weichuang that "you are highly concerned about the above matters, and your company should take all necessary means to recover relevant funds, safeguard the interests of the company and small and medium-sized shareholders, and carefully self-examine and rectify the deficiencies in internal control." For the suspected illegal information disclosure of your company and related parties, the Firm will subsequently initiate disciplinary proceedings against your company and relevant responsible persons in accordance with the relevant provisions of the Listing Rules of the China Securities Regulatory Commission in accordance with the results of the investigation by the China Securities Regulatory Commission. ”
Reference**: Weichuang official website
Subsequently, Jiangsu Sunshine Group issued a "whitewashing" announcement and publicly "called" the exchange, but then deleted it for some reason.
Affected by the above events, the secondary market performance of Weichuang shares was sluggish, and it continued to fall to the limit.
The inextricable links unveil the mysterious person "Liu Jun".
As early as March 2020, a report on equity changes disclosed by Weichuang shares showed that Zhongshu Wolters Kluwer was its largest shareholder, but there was no actual controller. The "ownerless" Weichuang shares are also completely chaotic.
Reference**: Weichuang official website
According to Wind, as of the end of September this year, Zhongshu Wolters Kluwer held 21.9 billion shares, with a shareholding ratio of 2422%, the largest shareholder. It is reported that Zhongshu Wluwer is funded by Taizhou Monsas (fully funded by Sunshine Group) and Guolian Venture Capital. 07%。
It is worth mentioning that Sunshine Group has become a shareholder of Zhongshu Wolters Kluwer and Weichuang through the transfer of equity and capital contributions. Previously, in 2020, Guoxin Zhongshu initiated the establishment of a partnership with its own executive partner, Zhongshu Wolters Kluwer, with 14The total price of 5.6 billion yuan was transferred to the above-mentioned equity of Weichuang shares. Subsequently, Taizhou Monsas's shareholding changed, and Sunshine Group became its sole shareholder.
On the surface, Guoxin Zhongshu is the leader of the equity transfer, and acts as the initiator, ordinary and descendant, and managing partner, but the company's subscribed capital contribution in Zhongshu Wolters Kluwer is only 1 million yuan, accounting for only 007%；In fact, Taizhou Monsas is the major shareholder of Zhongshu Wolters Kluwer, holding 9993% of the shares.
Although in the announcement, Weichuang Co., Ltd. claimed that the main body that plans to obtain control of Zhongshu Wolters Kluwer is "Jiangxi Xiling Energy", but through the open market channels, only one company named "Jiangxi Xiling Energy" is the closest to it in name.
Data**: Tianyancha official website
According to Tianyancha, Jiangxi Xiling Energy was established in 2021 and is a member of Qingkechuang Industrial Group, located in Ganzhou City, Jiangxi Province, which is an enterprise mainly engaged in electric power, heat production and industry, with a registered capital of 100 million yuan, and the shareholders are Liu Chen and Xu Nengxiang, with shareholding ratios of %.
On the surface, the company is not related to Liu Jun, the de facto controller of Xiling Energy, who plans to take control of Zhongshu Wolters Kluwer from Sunshine Group, but in fact it is very relevant.
According to reports, Liu Jun is the founder of Suzhou Qingkechuang, former director and general manager of Northeast Electric, director of Xinda Grease of the first delisted company, and currently serves in as many as 23 companies, many of which are named after "Qingkechuang".
The earnings report was voted against and executives fled en masse
According to the official website, Weichuang Co., Ltd. was established in 2002, a member of Jiangyin New Guolian Group, located in Guangzhou, Guangdong Province, is an enterprise mainly engaged in the manufacturing of computers, communications and other electronic equipment.
At present, Weichuang Co., Ltd. has two main businesses: video conferencing business and child growth platform business. Among them, the VW business provides the overall solution of "display + transmission control + application + service" for users such as control center, command center, dispatch center, data center, conference room, etc., covering R&D, manufacturing, marketing and service, and the main products include various splicing display units based on different display technologies, various types of ultra-high-resolution signal processors, transmission and control software, high-resolution visualization applications for different industries and original factory services covering the whole life cycle of pre-sale, in-sale and after-sale.
In the first three quarters, Weichuang achieved operating income of 36.3 billion yuan, down 15 percent year-on-year68%；The net profit attributable to shareholders of the listed company was 134710,000 yuan, down 82 percent year-on-year36%；The non-net profit fell by 928%；Among them, the third quarter achieved revenue of 1200 million yuan, down 24 percent year-on-year81%, with a net profit of -15.55 million yuan, a year-on-year decrease of 1304%。
In addition to poor performance, Weichuang shares were also voted against by a director because of the "inability to guarantee the authenticity and accuracy of the report" involving more than 500 million advance payments.
According to the announcement, the board of directors of Weichuang Co., Ltd. deliberated and passed the "Proposal on < the Full Report of the Third Quarter of 2023" with 7 votes and 1 vote against, and director Li Ang could not guarantee the truthfulness, accuracy and completeness of the company's report for the third quarter of 2023, so he voted against. The reason for Li Ang's objection was that "Weichuang signed purchase contracts with two ** companies in May and August this year and paid 3$100 million and 2300 million yuan, accounting for 80% of the total contract price, and fully recovered in October this year. However, after inquiring about industrial and commercial information, the above two ** companies are affiliated companies, and the registered capital is low, which does not match the amount of this **. Li Ang has doubts about the necessity and reasonableness of the purchase contracts signed by Weichuang Co., Ltd. with two ** companies, and cannot judge whether there is a situation of occupying the company's funds through advance payment."
Reference**: Weichuang official website
At the time of the transfer of 1.3 billion yuan, the executives of Weichuang Co., Ltd. competed to "flee".
On December 25, Weichuang Co., Ltd. announced that the company's board of directors received the resignation report of Zhang Shuhan, secretary of the company's board of directors, on November 3, 2023, and the resignation report of independent director Zhang Wendong on November 30. At the same time, it also received the resignation reports of Wen Jingjing, the head of finance, and Gao Zhiping and Geng Zhijian, independent directors. After their resignation, the five will not hold any positions in the company and its holding subsidiaries.
Just a month ago, Weichuang Co., Ltd. announced that due to the adjustment of work arrangements, Chen Xiang resigned as the company's director, secretary of the board of directors and deputy general manager, Lu Yu resigned as general manager, and Zhou Feng resigned as the head of finance. Subsequently, Zhang Shuhan and Wen Jingjing took over the positions of secretary of the board of directors and head of finance respectively. In other words, Zhang Shuhan, who has only been in office for more than 20 days, quickly submitted his resignation report.
The follow-up of Weichuang shares' 1.3 billion earth-shattering thunder still needs to be answered by the market, and "Bowang Finance" will continue to pay attention.