news

한어Русский языкEnglishFrançaisIndonesianSanskrit日本語DeutschPortuguêsΕλληνικάespañolItalianoSuomalainenLatina

(Original title: Hongbo New Materials Capital Bureau 1: CSRC resigned personnel may "disappear")

"Jinzhengyan" Southern Capital Center Chi En/Author Yi Xi Nan Jiang Yingwei/Risk Control

With the newNine ArticlesReleased,Securities and Futures CommissionOn April 26, 2024, the CSRC issued the "Regulations on the Supervision of Resigned Personnel in the Investing in Companies to be Listed (Trial)" for public comments. Compared with the Guidance on the Application of Regulatory Rules No. 2 issued in May 2021, the newly formulated regulations on the supervision of resigned personnel will further strengthen the management of key personnel, expand the scope of supervision of resigned personnel, and put forward higher verification requirements. It can be seen that the CSRC has stricter supervision on resigned personnel investing in companies to be listed.

In August 2020, Jiangxi Hongbo New Materials Co., Ltd. (hereinafter referred to as "Hongbo New Materials") successfully landed on the capital market. Prior to this, in 2016, Jiangxi Heguang Electronic Technology Co., Ltd. (hereinafter referred to as "Heguang Electronics") invested in Hongbo New Materials. In 2021, the restriction on sales was lifted, and the shareholding was reduced or the profit exceeded 60 million yuan. It should be pointed out that the holder of Heguang Electronics' contact information from 2019 to 2020 may be Xiang Chunsheng, a former employee of the China Securities Regulatory Commission. So far, does Xiang Chunsheng, a former employee of the China Securities Regulatory Commission, have a hidden interest relationship with Heguang Electronics, a shareholder of Hongbo New Materials?

In February 2022, it was exactly ten years since Xiang Chunsheng left the CSRC. At the end of the same year, Xiang Chunsheng, the "mysterious man with the same name", became one of the top ten shareholders of Hongbo New Materials. The "mysterious shareholder" Xiang Chunsheng may have reduced his holdings by at least more than 5 million shares from July to September 2023, and withdrew from the top ten shareholders of Hongbo New Materials by the end of September of the same year. During the period of reduction, on July 14, 2023, the trading volume of Hongbo New Materials increased significantly, earlier than the bad news, and on the day of the announcement, the stock price of Hongbo New Materials rose by -0.54%, and the stock price rose by -3.02% on the next trading day. Based on the above situation, is Xiang Chunsheng, the "mysterious shareholder" of Hongbo New Materials, the same person as Xiang Chunsheng, a former employee of the CSRC? It is worth paying attention to.

1. The acquisition of shares by Heguang Electronics before its IPO may have had close ties with the former employees of the China Securities Regulatory Commission. The profit from the reduction of holdings exceeded RMB 60 million after the lifting of the sales restriction

The situation of former CSRC employees holding shares in companies to be listed is the focus of the CSRC's review. Research has found that the shareholder of Hongbo New Materials and the former contact holder of Optoelectronics may be "Xiang Chunsheng", a former CSRC employee.

1.1 In April 2024, Hongbo New Materials issued convertible bonds. At that time, Heguang Electronics participated in the allotment as an original shareholder and then announced to reduce its holdings again.

On March 23, 2023, Hongbo New Materials announced a plan to issue convertible corporate bonds to unspecified objects, with a total amount of funds to be raised not exceeding 1 billion yuan. Then on September 11, 2023, Hongbo New Materials lowered the aforementioned amount of funds to be raised to 960 million yuan, of which the planned investment amount for the supplementary working capital project was lowered from 300 million yuan to 260 million yuan.

On January 24, 2024, the China Securities Regulatory Commission approved Hongbo New Materials' application for registration of convertible bonds. As of April 23, Hongbo New Materials completed the issuance of convertible bonds.

On May 14, 2024, the convertible corporate bonds issued by Hongbo New MaterialsShanghai Stock ExchangeThe initial conversion price after listing is RMB 7.51 per share, which shall not be lower than the average trading price of the company's stock in the twenty trading days before the announcement date of the prospectus (i.e. April 15, 2024) and the average trading price of the company's stock on the previous trading day.

According to the convertible bonds issuance announcement to unspecified objects signed by Hongbo New Materials on April 15, 2024 (hereinafter referred to as the "convertible bonds issuance announcement"), the convertible bonds issued this time are divided into two parts. First, the convertible bonds issued by Hongbo New Materials this time will be preferentially allocated to the original shareholders registered after the close of the equity registration date on April 16, 2024. Second, social public investors will participate in the online issuance through the Shanghai Stock Exchange trading system.

Among them, the number of convertible bonds that the original shareholders can subscribe to on a priority basis is the amount of convertible bonds that can be subscribed calculated based on the number of Hongbo New Materials shares held after the close of the equity registration day, at a ratio of 1.567 yuan per share for convertible bonds with a face value, and then converted into lots at 1,000 yuan per lot. Each lot is one subscription unit, that is, 0.001567 lots of convertible bonds can be subscribed per share.

According to the shareholder concentrated bidding agreement signed by Hongbo New Materials on May 7, 2024,ShareholdingAccording to the plan announcement, as of May 7, 2024, Heguang Electronics holds 3.71 million shares of Hongbo New Materials. The above shares are all acquired by Heguang Electronics before Hongbo New Materials' initial public offering and listing, and the shares converted from capital reserves after Hongbo New Materials' listing.

It has been calculated that if Heguang Electronics participates in the convertible bond allotment of Hongbo New Materials, Heguang Electronics, as the original shareholder, can subscribe for a maximum of 5,813 lots, corresponding to an amount of convertible bonds that can be allotted of 5.813 million yuan.

According to the convertible bond issuance announcement, as of May 9, 2024, Heguang Electronics is the ninth largest convertible corporate bond holder of Hongbo New Materials, with a holding of 5.813 million yuan, accounting for 0.61% of the total issuance.

From the above, we can see that Heguang Electronics participated in the convertible bond allotment as an original shareholder and subscribed for the convertible bonds of Hongbo New Materials at the "maximum amount".

It is worth noting that according to the reduction plan announcement issued by Hongbo New Materials on May 7, 2024, after participating in the convertible bond subscription, on May 7, 2024, Heguang Electronics announced that it would reduce all of its current 3.71 million shares of Hongbo New Materials (accounting for 0.61% of the total share capital) through centralized bidding. The reduction period of this bidding transaction is from May 28, 2024 to August 27, 2024.

According to the announcement on the results of the shareholders' centralized bidding to reduce their holdings of shares issued by Hongbo New Materials on July 22, 2024, as of July 22, 2024, Heguang Electronics had reduced its holdings by 3.71 million shares through centralized bidding, accounting for 0.61% of the current total number of shares of Hongbo New Materials.

Behind the above-mentioned refinancing plan, there may be a series of capital "stories".

1.2 In 2016, Heguang Electronics acquired shares at the price of an employee stock ownership platform. When the sales restriction is lifted in 2021, the company may reduce its holdings and make a profit of more than 60 million yuan

Let’s first focus on the process of Heguang Electronics’ investment in Hongbo New Materials.

According to the initial public offering of Hongbo New Materials signed on July 30, 2020A sharesAccording to the stock prospectus, on August 5, 2016, HUNGPAI CHEMISTRY CO., LIMITED, the controlling shareholder of Hongbo New Materials, transferred its 9.89% equity interest in Hongbo New Materials to Heguang Electronics and the employee shareholding platform Jingdezhen Yongquan Investment Consulting Partnership (hereinafter referred to as "Yongquan Investment") at a transfer price of RMB 1.91 per registered capital. Among them, Heguang Electronics subscribed to the RMB 14.7939 million capital contribution of Hongbo New Materials with RMB 28.2564 million.

In addition, Yongquan Investment's investment was to incentivize employees by acquiring equity, and external investors and Optoelectronics invested in Hongbo New Materials because they were optimistic about its development.

That is, at that time, the price at which external investors and Optoelectronics invested in Hongbo New Materials was the same as the price at which the employee stock ownership platform Yongquan Investment invested in it.

According to an announcement by Hongbo New Materials, on August 12, 2020, Hongbo New Materials was listed on the main board of the Shanghai Stock Exchange. At that time, the 14.94 million restricted shares of Hongbo New Materials held by Heguang Electronics (accounting for 4.5% of Hongbo New Materials' equity) were listed and circulated.

Then, on September 23, 2021, Heguang Electronics issued the "Shareholder Share Reduction Plan Announcement", announcing that it will reduce its shareholdings by no more than 7.3 million shares (accounting for 2.2% of Hongbo New Materials' current total share capital) through centralized bidding or block trading from October 22, 2021 to April 21, 2022.

As of April 23, 2022, the time limit for Heguang Electronics' reduction plan has expired, and it has reduced its holdings by 6.94 million shares, accounting for 2.09% of Hongbo New Materials' total share capital, and the total amount of reduction is RMB 93.69 million. After the reduction is completed, Heguang Electronics still holds 8 million shares of Hongbo New Materials, with a shareholding ratio of 2.41%.

It is worth mentioning that during the above-mentioned reduction of holdings by Heguang Electronics, on December 22, 2021, Hongbo New Materials issued an announcement stating that it intends to repurchase shares through centralized bidding transactions. Among them, the repurchase price is not expected to exceed 20 yuan per share.

According to Oriental Wealth Choice data, during the 30 trading days before the above-mentioned repurchase plan was reviewed and approved, the share price of Hongbo New Materials was as low as 12.52 yuan/share and as high as 15.6 yuan/share.

That is to say, two months after the lifting of the sales restriction, Heguang Electronics carried out its first share reduction. According to calculations, compared with the 28.2564 million yuan it paid for its stake in Hongbo New Materials, Heguang Electronics may have made a profit of 65.4336 million yuan through this share reduction. During this period, Hongbo New Materials may plan to repurchase shares at a price higher than the market price.

1.3 Heguang Electronics used the same phone number as Dongfang Jinshi, and the phone holder may be Xiang Chunsheng, a former employee of the CSRC system

Let’s take a look at the shareholder situation of Heguang Electronics.

According to data from the Market Supervision Administration, as of the query date July 19, 2024, the shareholders of Heguang Electronics are Xiang Dongrong and Xiang Jiafu, and Heguang Electronics was established on May 5, 2016.

According to the Securities Investment Fund Association,JD.comFangjinshi Private Equity Fund Management Co., Ltd. (hereinafter referred to as "Oriental Jinshi") was established on May 12, 2021, and its actual controller is Xiang Chunsheng.

From 2019 to 2020, the corporate contact number of Heguang Electronics is 18*******55. From 2021 to 2023, the corporate contact number of Oriental Jinshi is 18*******55.

According to the information on the Alipay platform, as of the query date July 19, 2024, the user name corresponding to the above phone number is "Chunsheng" and the real-name authentication information is "Xiang*sheng".

It can be seen that the owner of the above-mentioned phone may be Xiang Chunsheng, the actual controller of Oriental Jinshi.

In addition, according to data from the Market Supervision Administration, Beijing Oriental Jinshi Asset Management Co., Ltd. (hereinafter referred to as "Jinshi Asset") was established on December 25, 2014. From its establishment to May 2019, the shareholders of Jinshi Asset were Zhang Ting and Xiang Jiafu.

In 2018, Jinshi Asset's corporate contact number was 13*******94. In 2022, Heguang Electronics also used this number as its corporate contact number.

According to the information from the Alipay platform, as of the query date July 19, 2024, the user name of the account corresponding to this number is "Jiafu" and the real-name authentication information is "Xiang*fu".

In other words, at least before 2019, Jinshi Asset was an enterprise invested by Xiang Jiafu.

According to the data from the Market Supervision Administration, from 2014 to 2017, the corporate contact number of Jinshi Assets was 18*******55. As mentioned above, the phone number belonged to Xiang Chunsheng.

As can be seen from the above, as early as 2014, the contact number used by Jinshi Asset pointed to Xiang Chunsheng, and at that time, one of the shareholders of Jinshi Asset, Xiang Jiafu, had the same surname as Xiang Chunsheng. In addition, in 2019 and 2020, Heguang Electronics used Xiang Chunsheng's phone number as the company's contact number.

Back to Xiang Chunsheng, according to the information of China Securities Investment Fund Association, as of the query date July 19, 2024, Xiang Chunsheng is the actual controller of Dongfang Jinshi. Among them, from July 2006 to February 2012, Xiang Chunsheng served as deputy director of the International Cooperation Department of the China Securities Regulatory Commission.

In other words, Xiang Chunsheng is a former employee of the CSRC system.

1.4 "National Article 9" reiterates strict management of CSRC resigned personnel, Hongbo New Materials may not disclose the relationship between Xiang Chunsheng and Heguang Electronics

On April 26, 2019, the China Securities Regulatory Commission accepted Hongbo New Materials' application for listing. On July 17, 2020, the China Securities Regulatory Commission approved Hongbo New Materials' initial public offering. It took Hongbo New Materials 15 months from submitting the application materials to being approved for listing.

On April 12, 2024, the State Council issued the new "Nine National Regulations", which pointed out that it is necessary to strictly improve the management of resigned personnel and rectify the problems of "shadow shareholders" and "revolving doors" between government and business. In addition, the China Securities Regulatory Commission simultaneously issued the "Regulations on the Supervision of Resigned Personnel in the China Securities Regulatory Commission System Buying Shares in Listed Companies (Trial)" to strengthen the verification of improper shareholdings of resigned personnel.

It can be seen that the situation of former employees of the CSRC investing in companies planning to go public is a focus of the CSRC's attention.

However, a study by the Southern Capital Center of "Jin Zhengyan" found that as of the query date July 19, 2024, the listing application materials submitted by Hongbo New Materials and the announcements issued after the listing did not mention the relationship between Xiang Chunsheng and Heguang Electronics.

In short, in 2016, when Hongbo New Materials had not yet been listed, Heguang Electronics invested in Hongbo New Materials. In August 2020, Hongbo New Materials was successfully listed. In 2021, Heguang Electronics made a profit of more than 60 million yuan through share reduction. Coincidentally, in 2019 and 2020, Heguang Electronics used the phone number of Xiang Chunsheng, a former employee of the China Securities Regulatory Commission, as the company's contact number. Among them, whether Heguang Electronics, a shareholder of Hongbo New Materials, and Xiang Chunsheng, a former employee of the China Securities Regulatory Commission, have a hidden interest relationship is worthy of attention.

2. The trading volume increased significantly before the bad news, and the "mysterious person with the same name" who left the CSRC once appeared in the top ten shareholders

The "story" of Heguang Electronics' reduction of holdings continues. At the beginning of 2022, Xiang Chunsheng had been away from the China Securities Regulatory Commission for ten years. At the end of that year, the "mysterious man with the same name" as Xiang Chunsheng became the top ten shareholders of Hongbo New Materials. From July to September 2023, the "mysterious man" Xiang Chunsheng reduced his holdings by at least 5 million shares.

Interestingly, on the evening of July 14, 2023, Hongbo New Materials released its 2023 first half performance forecast, stating that net profit in the first half of 2023 would decline by more than 80%. On the day the forecast was released, Hongbo New Materials' stock trading volume increased significantly, and the stock price rose by -0.54%. On the next trading day, July 17, 2023, the stock price rose by -3.02%.

2.1 In June 2022, Heguang Electronics reduced its holdings by 6.9 million shares through block trading. At the end of the same year, "Xiang Chunsheng" became one of the top ten new shareholders.

As mentioned above, Heguang Electronics completed its first share reduction on April 23, 2022. Through this share reduction, Heguang Electronics may make a profit of more than 60 million yuan.

According to the announcement on the results of shareholder share reduction signed by Hongbo New Materials on June 26, 2023, as of June 25, 2023, Heguang Electronics completed its second share reduction, reducing its holdings by 6.9 million shares through block trading.

According to information disclosed by the Shanghai Stock Exchange, from December 2022 to June 2023, there were three large-scale transactions of Hongbo New Materials' shares, on December 27, 2022, January 6, 2023, and January 19, 2023, with trading volumes of 3.3 million shares, 2 million shares, and 1.6 million shares, respectively, and transaction amounts of RMB 45.276 million, RMB 27.6 million, and RMB 23.68 million, respectively.

After calculation, the total transaction volume of the above three transactions was 6.9 million shares, and the total transaction amount was 96.556 million yuan.

The above three block transactions are similar to the above-mentioned share reduction of Heguang Electronics in terms of total transaction volume and transaction period.

It is worth mentioning that at the end of 2022, the "mysterious man" Xiang Chunsheng became one of the top ten new shareholders of Hongbo New Materials. At the same time, as of March 31, 2023, Xiang Chunsheng held 6.9103 million shares of Hongbo New Materials.

According to Hongbo New Materials' 2022 annual report and 2023 first quarter report, as of December 31, 2022, Xiang Chunsheng became one of the top ten shareholders of Hongbo New Materials, holding 3.3 million shares. As of March 31, 2023, Xiang Chunsheng held 6.9103 million shares of Hongbo New Materials.

Let’s look at the price of Hongbo New Materials’ bulk transactions.

According to information disclosed by the Shanghai Stock Exchange, the transaction times of the above three large transactions were December 27, 2022, January 6, 2023, and January 19, 2023, and the transaction prices were 13.72 yuan/share, 13.8 yuan/share, and 14.8 yuan/share, respectively.

According to Oriental Wealth Choice data, considering the non-adjusted case, on December 27, 2022, January 6, 2023, and January 19, 2023, the lowest prices of Hongbo New Materials' stock on that day were 15 yuan/share, 15.32 yuan/share, and 16.1 yuan/share, respectively.

2.2 It coincided with the market's strict investigation of the shareholding of former employees. In February 2022, Xiang Chunsheng had been away from the CSRC for ten years.

According to public information released by the China Securities Regulatory Commission on April 19, 2021, recently, some media reported that former employees of the China Securities Regulatory Commission system suddenly invested in a proposed listed company, which attracted attention from all parties.

The CSRC attaches great importance to this and insists on preventing illegal and irregular "wealth creation", maintaining the "three fairness" order of the market, and strengthening the integrity of the regulatory team. It insists on problem-oriented approach and learning from one case to another, and conducts a comprehensive investigation of the companies under review. For those where there are cases of former employees of the system taking shares, it strengthens verification and disclosure, and strictly reviews and controls. At the same time, it is working hard to fill in the gaps in the system and systematically regulate the behavior of former employees taking shares.

Subsequently, the CSRC issued the Regulatory Rules Application Guidance No. 2 on Issuance on May 28, 2021, requiring issuers to verify whether there are any former employees investing in the issuer and whether their investment is improper when submitting issuance application documents.

According to information from the Asset Management Association of China, Xiang Chunsheng resigned from the International Cooperation Department of the China Securities Regulatory Commission in February 2012.

That is to say, after February 2022, it has been ten years since Xiang Chunsheng left the CSRC system.

It can be seen that from 2019 to 2020, Heguang Electronics may have used the phone number of Xiang Chunsheng, a former employee of the China Securities Regulatory Commission, as the company's contact number. Based on the "relationship" between shareholder Heguang Electronics and Xiang Chunsheng, a former employee of the China Securities Regulatory Commission, is the new shareholder "Xiang Chunsheng" of Hongbo New Materials the same name as the former employee of the China Securities Regulatory Commission, or is he the same person? If he is the same person, in 2021, the China Securities Regulatory Commission will strictly investigate the former employees of the system who have invested in the proposed listed company. In 2022, "Xiang Chunsheng" has been away from the China Securities Regulatory Commission for more than ten years. All kinds of anomalies are worth paying attention to.

2.3 As of the end of September 2023, Xiang Chunsheng withdrew from the list of the top ten shareholders of Hongbo New Materials and may reduce his holdings by more than 5 million shares

According to the Implementation Rules for the Reduction of Holdings by Shareholders and Directors, Supervisors and Senior Management of Listed Companies of the Shanghai Stock Exchange (Shanghai Stock Exchange [2017] No. 24) issued by the Shanghai Stock Exchange on May 27, 2017, the reduction of holdings by specific shareholders refers to the reduction of holdings by shareholders other than major shareholders of the company's pre-IPO shares and non-publicly issued shares of listed companies (hereinafter collectively referred to as "specific shares").

Article 5 shows that if a specific shareholder reduces his holdings through block trading, the transferee shall not transfer the transferred shares within 6 months after the transfer.

If the "mysterious man" Xiang Chunsheng acquires the shares of Hongbo New Materials acquired by Heguang Electronics before the initial public offering through block transactions, these shares will have a lock-up period of 6 months, and the shares acquired by the "mysterious man" Xiang Chunsheng may be unlocked on June 27, July 6, and July 19, 2023, respectively.

According to Hongbo New Materials' 2023 semi-annual report, as of June 30, 2023, Xiang Chunsheng held 9.14 million shares of Hongbo New Materials.

According to Hongbo New Materials' third quarter report for 2023, Xiang Chunsheng withdrew from the list of Hongbo New Materials' top ten shareholders as of September 30, 2023. At this time, the tenth largest shareholder of Hongbo New Materials held 3.8573 million shares.

It should be noted that on May 31, 2023, Hongbo New Materials completed the implementation of the 2022 equity distribution, and issued 0.4 shares per share to all shareholders from capital reserves.

It can be seen that as of the end of September 2023, Xiang Chunsheng was no longer one of the top ten shareholders of Hongbo New Materials. At that time, the tenth largest shareholder held 3.8573 million shares, which means that Xiang Chunsheng held fewer shares than the tenth largest shareholder. Further calculations show that from July to September 2023, the mysterious man "Xiang Chunsheng" may have reduced his holdings by at least 5.2827 million shares. Among them, does Xiang Chunsheng still hold shares in Hongbo New Materials? It is still unknown.

2.4 On the evening of July 14, 2023, the company released a performance forecast stating that net profit plummeted, and the trading volume on that day increased significantly. The stock price fell by 0.54% and fell by 3.02% on the next trading day.

It should be pointed out that on the evening of July 14, 2023, Hongbo New Materials released its 2023 semi-annual performance forecast, stating that in the first half of 2023, due to the decline in sales prices of major products such as sulfur-containing silanes, its performance showed a significant decline compared with the same period last year.

Among them, Hongbo New Materials expects its net profit attributable to shareholders of the parent company in the first half of 2023 to decrease by 85.29% to 89.07% year-on-year compared with the same period last year.

According to Hongbo New Materials' 2023 semi-annual report, in the first half of 2023, Hongbo New Materials achieved operating income of 661 million yuan, a year-on-year growth rate of -30.57%, and realized net profit attributable to shareholders of 29 million yuan, a year-on-year growth rate of -87.69%.

From July 17, 2023 to September 30, 2023, the first trading day after the release of the above-mentioned 2023 semi-annual performance forecast announcement, the stock price of Hongbo New Materials showed a downward trend.

According to the "Shanghai Stock Exchange Listing Rules" revised in January 2022, if a company expects to achieve profitability in its semi-annual operating results and its net profit increases or decreases by more than 50% compared with the same period last year, it shall make a notice within 15 days after the end of the semi-annual period.

According to the latest revised "Shanghai Stock Exchange Listing Rules", if a company expects its semi-annual operating results to be "profitable, and net profit will increase or decrease by more than 50% compared with the same period last year", it should make a notice within 15 days after the end of the semi-annual period.

It is worth noting that according to public information, Hongbo New Materials released the above performance forecast on the evening of July 14, 2023.

According to data from Oriental Wealth Choice, in July 2023, the stock trading volume of Hongbo New Materials reached its highest level on the 14th, with the number of shares reaching 5.3717 million. In addition, from July 3 to July 13, the total trading volume of Hongbo New Materials on each trading day did not exceed 3.5 million shares.

Moreover, on the day when the above-mentioned semi-annual report forecast was released, July 14, 2023, the stock price of Hongbo New Materials rose or fell by -0.54%, and the stock price rose or fell by -3.02% on the next trading day, July 17, 2023.

It can be seen that on the evening of July 14, Hongbo New Materials released its performance forecast of a net profit decline of more than 80% in the first half of 2023. It is worth noting that on July 14, Hongbo New Materials' trading volume increased significantly, but its stock price fell slightly, and the stock price fell by more than 3% on the next trading day.

In short, in 2022, the top ten shareholders of Hongbo New Materials, "Xiang Chunsheng", have the same name as Xiang Chunsheng, who left the China Securities Regulatory Commission. By the end of the third quarter of 2023, the "mysterious man" Xiang Chunsheng withdrew from the top ten shareholders of Hongbo New Materials, and at that time he may have reduced his holdings by at least 5 million shares. Coincidentally, Xiang Chunsheng, who left the China Securities Regulatory Commission, may have a "close relationship" with shareholder Heguang Electronics. Among them, are the newly added "mysterious shareholder" Xiang Chunsheng and Xiang Chunsheng, who left the China Securities Regulatory Commission, the same person? It is worth paying attention to.