the 10 billion yuan tender offer was suddenly terminated
2024-08-31
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while st xinchao had three consecutive daily limit increases and funds in the secondary market were celebrating, the "coal giant" huineng's tender offer for the company's shares came to an abrupt halt.
on august 30, st xinchao suddenly announced that the company received a "notice letter" from its shareholder huineng haitou, informing it that huineng haitou decided to terminate the planning of the partial tender offer for the company's shares. the company's shares will resume trading from the opening of the market on the morning of september 2, 2024.
one of the reasons for the termination is the issue of persons acting in concert that the market has been concerned about. on august 30, st xinchao received a "notice letter" from beijing huineng haitou new energy development co., ltd. (hereinafter referred to as "huineng haitou" or "the acquirer"), and learned that: after comparing the relevant provisions of article 83 of the "administrative measures for acquisition of listed companies", the acquirer and the relevant shareholders are persons acting in concert.
a sudden reversal in a week
huineng haito’s acquisition of st xinchao came and went in a hurry.
on august 23, huineng haitou released the "summary of the tender offer report of shandong xinchao energy co., ltd.", intending to issue a partial tender offer to all shareholders of st xinchao except huineng haitou. the number of shares to be acquired is 3.128 billion shares, accounting for 46% of the total share capital of the listed company, and the offer price is 3.10 yuan per share. as soon as the plan was released, st xinchao's stock price rose by the daily limit.
however, the market discovered at that time that huineng haito may not have truthfully disclosed the persons acting in concert and the actual shareholding situation, and was suspected of violating laws and regulations (regulations on acquisition management of listed companies).
specifically, among the top five shareholders of st xinchao, in addition to the largest shareholder ningbo guojin sunshine equity investment center (limited partnership), there are four other shareholders including huineng haitou, some of which have relatively complex connections. behind the scenes, the figures of inner mongolia's "coal tycoons" guo jinshu and guo jianjun, father and son, are particularly eye-catching.
from december 2023 to march 2024, many investors became shareholders of st xinchao through open market purchases and judicial auctions in a short period of time, including beijing shengbang kehua trading co., ltd. (hereinafter referred to as "beijing shengbang"), inner mongolia bernacheng private equity fund management co., ltd.-bernacheng xinmaohuishi no. 1 private equity securities investment fund (hereinafter referred to as "bernacheng no. 1"), huineng haitou, inner mongolia fanhai investment management co., ltd.-fanhai huixiang long-term value private equity securities investment fund (hereinafter referred to as "inner mongolia fanhai fund"), etc. it is judged that the aforementioned entities may have intricate connections and constitute concerted actors, but they have not truthfully disclosed to the listed company, the exchange, the china securities regulatory commission and other relevant parties.
previously, when issuing the tender offer announcement, st xinchao also disclosed that it had recently received complaints and reports from investors, claiming that huineng haito had not truthfully reported the disclosure of its joint actors and actual shareholdings, and that there was suspicion of violations of laws and regulations, and provided relevant evidence.
in addition, st xinchao also pointed out that the company consulted with american lawyers on this tender offer. the lawyers believe that the committee on foreign investment in the united states (cfius) has the right to review this transaction, and the tender offer and related changes must be reported to the cfius in advance and approved by the cfius, otherwise the company's existing business in the united states will be significantly affected. there is still considerable uncertainty in the review process and conclusion of the cfius.
these circumstances immediately attracted the attention of regulators. on august 23, st xinchao received a "regulatory work letter on st xinchao shareholders' tender offer for the company's shares" from the shanghai stock exchange, requiring huineng haitou to verify and explain item by item whether huineng haitou and the relevant shareholders are persons acting in concert and whether huineng haitou is in a situation where it is not allowed to acquire a listed company in accordance with the relevant provisions of the "administrative measures for the acquisition of listed companies".
at the same time, verify whether there are any risks related to overseas review as indicated in the announcement, and whether this tender offer is affected. please ask financial advisors and lawyers to clearly express their opinions in accordance with the "administrative measures for acquisition of listed companies".
it is worth noting that at that time, huineng haito responded to st xinchao and said, "except for the disclosed situation, there is no other person acting in concert holding shares in your company."
acknowledge the existence of persons acting in concert
however, in the announcement tonight, huineng made it clear that after comparing the relevant provisions of article 83 of the "administrative measures for the acquisition of listed companies", in line with the principle of prudence, beijing shengbang, lv jianxiong and li mingjing have formed a concerted action relationship, and huineng haitou has formed a concerted action relationship with beijing shengbang,bernardo 1, fanhai huixiang is a person acting in concert. since huineng haitou may have had a deviation in its understanding of the relevant rules, this tender offer is subject to significant uncertainty. in order to safeguard the interests of the majority of investors and avoid abnormal fluctuations in the company's stock price, after careful study, huineng haitou has decided to terminate the planning of this partial tender offer for the company's shares, and will make additional disclosures on relevant information later. "
in the reply to the "regulatory work letter on the shareholders' tender offer for shares of shandong xinchao energy co., ltd." disclosed tonight, huineng listed the situations of its persons acting in concert.
at the same time, it was emphasized that the identification of persons acting in concert may involve the risk of information disclosure violations, which may trigger relevant penalties and result in huineng haito being prohibited from acquiring listed companies.
huineng has made it clear that after the termination of this tender offer, huineng haito has no plans to increase its holdings in st xinchao shares within december.
the second project to connect with a-shares failed
since august, huineng group first acquired 9.01% of the shares of asia potassium international, and recently proposed to acquire 46% of the equity of st xinchao through huineng haitou.in addition, in july this year, china hanwang sold all shares of australian gold mining company primary gold to huineng group. this previously mysterious "coal king" of inner mongolia officially stepped onto the capital market.
apart from the termination of the tender offer for st xinchao, there has been no abnormal disclosure regarding huineng's investment in yaka international.
guo jinshu is known as the "coal king" of inner mongolia. his son guo jianjun recently said in an exclusive interview with a reporter that huineng group will use its own funds to enter the capital market and will not choose a "barbarian" approach. guo jianjun emphasized that the development path of huineng group is to grow bigger and stronger through a "rolling continuous approach", aiming to empower the efficiency of the coal industry in the operation of the acquired company.
st xinchao is the second major operation of huineng group to connect with the capital market. from the current perspective, this operation failed after only one week.
proofreading: peng qihua
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