China Economic Finance: follow me!
Hengtai Securities listed on the Hong Kong Stock Exchange (the listing entity is called "Hengtou Securities", 1476.HK) recently announced that the company's 9 shareholders plan to hold approximately 29.94% of the total issued share capital. Sold to CITIC Guoan Group Co., Ltd. (hereinafter referred to as "CITIC Guoan Group"), and the two parties have signed a framework agreement. If the acquisition is completed, CITIC Guoan Group will become the largest shareholder.
However, the equity acquisition has not yet been settled. "We still need to wait for the approval of the China Securities Regulatory Commission. Therefore, whether and when the acquisition can be completed is still uncertain." A relevant person from Hengtai Securities told a reporter from China Business News. According to the reporter’s understanding, Hengtai Securities has not stopped listing in A-shares since it received guidance from brokers in 2014. It is still possible to implement the listing plan in the future, but it depends on whether the time, situation and window are available.
"Many things (back to A) cannot be decided by the company, and it also depends on the wishes of future shareholders." The above-mentioned relevant person said.
"Mysterious" New Shareholder
According to the announcement from Hengtai Securities, the transaction will only be confirmed after the two parties sign a formal agreement before March 31, 2018 and obtain approval from the China Securities Regulatory Commission. According to the aforementioned relevant person from Hengtai Securities, 29.94% is a sensitive shareholding ratio. Whether it will involve tender offers or relative holdings in the future is unknown, and everything is yet to be approved by regulators.
Hengtai Securities is an important asset of the "Tomorrow Department". Tomorrow's holding subsidiary Huazi Industrial (600191.SH) is now the largest single shareholder of Hengtai Securities. According to the 2017 interim report of Hengtai Securities, as of June 30, 2017, the actual controller of the company was Beijing Xicheng District State-owned Assets Supervision and Administration Commission, with a shareholding ratio of 20.42%, followed by Huazi Industrial, Zhongchang Hengyuan and Shanghai Yida Acting in Concert people, holding a total of 17.04% of the shares. However, in this equity transfer, Zhongchang Hengyuan and Shanghai Yida appeared on the list of selling shareholders. Will this affect the voting weight of "Tomorrow Department" in Hengtai Securities? Staff from the Secretary's Office of Huazi Industrial declined to respond on the grounds that "(this equity transfer) has nothing to do with us."
Compared with the "Tomorrow Department", the background of the new shareholder CITIC Guoan Group is also quite mysterious.
CITIC Guoan Group is a subsidiary of China CITIC Group. As of 2017, the company's total assets were 200 billion yuan.
Public information shows that CITIC Guoan Group was originally 100% controlled by CITIC Group. In 2014, CITIC Guoan Group was transformed into a mixed company. After the restructuring, CITIC Group's shareholding ratio dropped to 20.945%, and the remaining shares were acquired by five private companies. Among them, Heilongjiang Dingshang Decoration Engineering Co., Ltd. holds 19.764% of the shares, Guangdong Zhongding Group Co., Ltd. holds 17.787% of the shares, Henan Senyuan Group Co., Ltd. holds 15.811% of the shares, and Beijing Qianrong Investment (Group) Co., Ltd. holds 15.811% of the shares. %, Tianjin Wanshun Real Estate Co., Ltd. holds 9.882% of the shares. In October 2013, CITIC Group signed a capital increase and share expansion agreement with five private shareholders.
industrial and commercial information shows that, except for Wanshun Real Estate, the other four shareholders withdrew one after another in 2014 and 2015. Among the four new shareholders, Ruiyu (Shanghai) Equity Investment Fund Partnership (hereinafter referred to as "Ruiyu") and Beijing Heshengyuan Investment Management Co., Ltd. (hereinafter referred to as "Heshengyuan") both have funds from The managing partners of an impenetrable trust are all people who have close relationships with CITIC Guoan Group.
Among them, Ruiyu's legal person and executive partner is China-Africa CNCBI (Shanghai) Equity Investment Management Co., Ltd. (hereinafter referred to as "China-Africa CNCBI"), and the actual controller of China-Africa CNCBI is CITIC Guoan Group; The legal person and executive partner of Heshengyuan's major shareholder, Beijing Baoding Baichuan Investment Partnership (Limited Partnership), are both CITIC Guoan Fund. CITIC Guoan Group holds 40% of the shares of CITIC Guoan Fund; both Mao De, a natural person shareholder, are CITIC Guoan Fund. Fund related persons.
In other words, after the equity penetration, the two companies’ equity in CITIC Guoan Group was ultimately in the hands of CITIC Guoan Group itself, several natural persons closely related to CITIC Guoan Group, and several impenetrable trusts.The total shares held by the above two companies in CITIC Guoan Group reached 33.6%, exceeding the current 20.94% shareholding ratio of CITIC Group, the state-owned shareholder of CITIC Guoan Group.
A reporter from "China Business News" tried to interview CITIC Guoan Group on the above questions and the matter of taking over Hengtai Securities. Two internal staff members of Guoan said that the group has many business sectors and cannot be conveyed at the moment. The reporter also expressed his intention to interview Luo Ning, vice chairman of CITIC Guoan Group and chairman of CITIC Guoan (000839.SZ). However, as of press time, Luo Ning had not answered the reporter's call or responded to the reporter's text message.
There are "flaws" in internal control and compliance
From the perspective of the acquisition target, Hengtai Securities may not be the best. However, for CITIC Guoan Group, which intends to lay out a brokerage license, it may not care.
2017 was not a peaceful year for Hengtai Securities. This year, Hengtai Securities’ ABS (asset securitization) products, market-making business, and two heads of sales departments were punished by regulators. And in the 2017 securities classification results announced by the China Securities Regulatory Commission, Hengtai Securities was downgraded from A to CCC.
In August 2017, the Asset Management Association of China (hereinafter referred to as the "China Asset Management Association") issued a fine against Hengtai Securities. Due to the illegal transfer of 275 million yuan, 685 million yuan and 478 million yuan of three ABS products under Hengtai Securities respectively, starting from August 1, 2017, the China Asset Management Association suspended the registration of six ABS products of Hengtai Securities. In March, this was also the first fine issued by the Asset Management Association after the implementation of the registration system for asset securitization.
According to the China Foundation Association’s announcement, after the original equity holders of the three special plans collected the recovery money generated from the underlying assets into the supervision account as agreed, they quickly transferred it out in a short period of time without the knowledge of the investors in the special plans; in the special projects Before the planned account transfer and collection date, the funds will be centrally transferred back to the supervision account.
China Asset Management Association believes that the above-mentioned behavior violates the requirements of relevant laws and self-regulatory rules, affects the independence of the special plan assets, destroys the basic legal relationship of the asset securitization business, and puts the special plan assets at risk of embezzlement and misappropriation.
On the evening of July 12, 2017, the stock transfer system announced its decision to adopt self-regulatory measures against Hengtai Securities. It was found that on June 30, 2017, in the process of providing market making services to Tianfeng Power Supply, Hengtai Securities declared and completed transactions with a large deviation from the previous closing price and market disclosure price, resulting in a huge intraday price increase in the stock price. shock. The stock transfer system has adopted self-regulatory measures to issue warning letters to Hengtai Securities.
In addition to the above-mentioned businesses, two other business department heads of Hengtai Securities were punished by regulatory authorities.
On June 6, 2017, the Shanxi Securities Regulatory Bureau found that the Taiyuan Pingyang Road Sales Department of Hengtai Securities failed to effectively prevent employees from using mobile phones to buy and sell stocks. Its person in charge, Li Moumou, also opened securities accounts for marketing customers. transactions and other matters. The Shanxi Securities Regulatory Bureau requires the business department to improve internal controls, strengthen personnel education and management, and effectively prevent employees from violating laws and regulations. Subsequently, the Shanxi Securities Regulatory Bureau punished Li Moumou.
In November 2017, the Inner Mongolia Securities Regulatory Bureau announced on its website that Zhao Moumou, the head of the securities business department of Tianyi Road, Chifeng, Hengtai Securities, illegally disclosed the investigation status of the case to the person under investigation, and decided to take measures to identify him as an inappropriate candidate. Removal from office.
According to Wind statistics, as of May 15, 2017, the asset securitization management amount of Hengtai Securities was 7.439 billion yuan, ranking seventh. Therefore, at that time, Hengtai Securities, as a small and medium-sized securities firm, was also known as the "ABS Star Brokerage" . However, due to the suspension of ABS product registration for six months, Hengtai Securities fell to 19th in November 2017.
reporter called Hengtai Securities regarding the above-mentioned multiple penalties and subsequent business rectification. Staff from the company's board of directors said that although Hengtai Securities' ABS business ranked relatively high in the industry at that time, in fact, the revenue from the ABS business and Profit and contribution to the company as a whole are relatively small. Therefore, (the suspension of ABS business acceptance) has no actual impact on the company.
Regarding the company's internal control and compliance, the above-mentioned staff member said, "In recent years, regulatory policies have been continuously refined and introduced, and the company is also closely following the supervision. The company's institutional system and internal control system are also gradually being improved."
中Economic Finance is a public account under China Business News that focuses on news in the financial field. The content covers banks, insurance, securities firms, funds, exchanges and other financial industries. There are many original articles every day, aiming to provide readers with valuable content. Serve.
[Copyright Statement]
This article is original content. If you want to reprint it, please contact the backend.
