picked up sesame and lost watermelon
Author: Zheng Minfang
Editor: Songhe
The actual controller's insider trading violations are causing greater bitter fruit for listed companies.
On December 8, Ganfeng Lithium Industry (002460.SZ) received the "Administrative Penalty Prevention Notice" from Jiangte Electric (002176.SZ) Stock from Jiangxi Securities Regulatory Bureau .
According to the investigation results, Ganfeng Lithium Industry was not only confiscated with illegal gains of 1.1052 million yuan, but also fined 3.3159 million yuan; as the first person responsible for the incident, the actual controller Li Liangbin was fined 600,000 yuan and other punishment measures.
This matter has been a long history - as early as July this year, Ganfeng Lithium was investigated by the China Securities Regulatory Commission for suspected insider trading, and now the punishment has finally fallen.
The impact of this "final" is not just that. On November 23 this year, Ganfeng Lithium Industry plans to split Jiangxi Ganfeng Lithium Battery Technology Co., Ltd. (hereinafter referred to as "Ganfeng Lithium Battery") to list on the Shenzhen Stock Exchange. However, at present, because Ganfeng Lithium Industry and Li Liangbin were subject to administrative penalties for , Ganfeng Lithium Battery may face substantial obstacles in spin-off.
According to the "Rules for Split of Listed Companies (Trial)" (hereinafter referred to as the "Split of Splits"), listed companies or their actual controllers shall not be split up if they are subject to administrative penalties for the CSRC within the past 36 months.
Whether the spin-off operation of Ganfeng Lithium Industry will eventually fail because it does not meet the rules, Ganfeng Lithium Industry told News Wind (ID: TradeWind01) on December 8: "The specific result has not been reached yet, and now this is just a prior notice."
Ganfeng Lithium Industry's IPO of Ganfeng Lithium Industry may also prompt a number of shareholders behind it, including listed companies such as Transsion Holdings (688036.SH), Xingang Co., Ltd. (600782.SH), and other listed companies.
01
involved in insider trading
The insider trading case began with a acquisition of Jiangte Electric by Ganfeng Lithium two years ago.
, which mainly engages in lithium mica selection, lithium carbonate processing, and special motors, has been in a loss state for two consecutive years due to poor management and has been delisted risk warnings. In 2018 and 2019, the net profits were -1.68 billion yuan and -2.068 billion yuan respectively.
In August 2020, Jiangte Electric signed a "Memorandum of Cooperation" with Ganfeng Lithium under the promotion of local departments, intending to introduce the latter to exclusively subscribe to its 30% shares and become the controlling shareholder. On the day the memorandum of
was signed, Jiangte Electric also disclosed the information that the actual controller might change, but less than a month later, the cooperation between the two was aborted due to unresolved competition disputes among the industry.
A rapidly launched but quickly terminated capital operation has become the fuse for breeding insider trading.
From June to August 2020, when Ganfeng Lithium and Jiangte Motor were still in private contact, Li Liangbin, the actual controller of Ganfeng Lithium, who is one of the insiders of the acquisition, was trading Jiangte Motor's shares privately.
survey showed that under the instruction of Li Liangbin, the trading entity Ganfeng Lithium spent 26.4838 million yuan to buy 15.6777 million shares of Jiangte Motor on June 22, 2020; on July 8 and 9, 2020, they sold all of them, making a total profit of 1.1052 million yuan.
"It can't keep the fire in paper", and the insider trading was revealed two years later.
In July 2022, Ganfeng Lithium was investigated by the China Securities Regulatory Commission for suspected insider trading in the secondary market. In December of the same year, the China Securities Regulatory Commission also issued relevant fines for the behavior.
Among them, Ganfeng Lithium will not only confiscate the illegal gains of 1.1052 million yuan, but also be fined 3.3159 million yuan; at the same time, Li Liangbin and Ouyang Ming, secretary of the board of directors, were fined 600,000 yuan and 200,000 yuan respectively, and were both given warnings.
This is not the first time that Ganfeng Lithium executives have been involved in transaction compliance issues.
In the sensitive period two days before the third quarter report of Ganfeng Lithium was disclosed, Xiong Jianlang, one of the actual controllers of Ganfeng Lithium, spent 1.9995 million yuan to buy 25,900 shares of the company in the secondary market.
On November 1, Xiong Jianlang took the initiative to report the illegal operation to Ganfeng Lithium and stated that the incident occurred because his spouse privately logged into his personal securities account and an error operation occurred during the window period.
Ganfeng Lithium Industry pointed out: "Mr. Xiong Jianlang said that he and his spouse will learn from his lessons, strictly abide by the relevant laws and regulations, consciously maintain the order of the securities market, and strengthen stock account management."
02
impact on the spin-off expectation in the passage
what troubles Ganfeng Lithium Industry is not a mere millions of fines, but the subsequent spin-off and listing operation may be hindered.
On November 23, 2022, Ganfeng Lithium Industry announced that it plans to spin off its subsidiary Ganfeng Lithium Battery to go public on the Shenzhen Stock Exchange. According to the annual report, Ganfeng Lithium Battery, which mainly sells power battery, has achieved sufficient performance - operating income and net profit in 2021 were 2.075 billion yuan and 40 billion yuan respectively.
However, under the constraints of the split rules, the dream of independent listing may become a "bubble".
According to Article 4 of the Split Rules, "A listed company or its controlling shareholder or actual controller has been subject to administrative penalties from China Securities Regulatory Commission in the past 36 months", and will not be split.
If the administrative penalty is officially "implemented", Ganfeng Lithium will be unable to split its subsidiary and go public within the next 36 months.
"May affect the spin-off listing of Jiangxi Ganfeng Lithium Battery Technology Co., Ltd., and the final conclusion shall be subject to the administrative penalty decision issued by the Jiangxi Regulatory Bureau of the China Securities Regulatory Commission." Ganfeng Lithium said.
"The specific result has not been released yet, and now this is just a prior notice." Ganfeng Lithium Industry said to Tradewind (ID: TradeWind01) on December 8.
Regarding whether it would file a complaint about the punishment, Ganfeng Lithium responded: "We don't know these situations yet."
If the penalty is finally implemented, whether Ganfeng Lithium can seek opportunities for overseas spin-off and listing will also be the focus of the market. Judging from the current split rules, hope is still slim.
According to Article 2 of the Split Rule: "The split of listed companies referred to in these rules refers to the act of a listed company to issue shares and list or achieve reorganization and listing in the domestic or overseas securities market for the first time in the form of a subsidiary directly or indirectly controlled by it."
In other words, the spin-off of subsidiaries of A-share listed companies to list overseas is also subject to the rules.
In fact, Ganfeng Lithium Battery IPO has always been highly concerned by the market, and its independent listing is by no means "good news" for the external shareholders behind it.
Currently, the external shareholders of Ganfeng Lithium Battery include Hubei Xiaomi Changjiang Industrial Fund Partnership (Limited Partnership), Hainan Jimu Venture Capital Co., Ltd., and Shenzhen Zhanxiang Information Technology Co., Ltd., a subsidiary of Transsion Holdings, a subsidiary of Transsion Holdings, a company of Transsion Holdings, a company of Ganfeng Lithium Battery.
In order to prepare for the listing of Ganfeng Lithium Battery, Ganfeng Lithium also announced that it would increase its capital by no more than 2.09 billion yuan with its own funds. At the same time, it will introduce a total of 11 external investors, including the second phase of the Advanced Manufacturing Industry Investment Fund (Limited Partnership) under the National Development Investment Group Co., Ltd., Chongqing Fuling District Xincheng District Development (Group) Co., Ltd., a subsidiary of the main board enterprise Xingang Co., Ltd., and Gudewei (688390.SH), and a total of 11 external investors, with the capital increase of no more than 390 million yuan.
This spin-off listing may encounter obstacles. Whether the expectations of introducing the above-mentioned investors will change, the market is also waiting for the answer.
