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investigation into suspected information disclosure violations, mystery of nord shares "collapse" remains to be solved

2024-09-08

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the suspected information disclosure violations by nord holdings (600110.sh) when it planned to acquire yuncaiwu futures have attracted widespread attention from industry insiders. now there has been new progress in this incident.

nord holdings and its chairman chen lizhi, vice chairman xu songqing, and board secretary wang handuo received a "notice of case filing" from the china securities regulatory commission on september 6; in addition to the suspected information disclosure violations in the above-mentioned acquisition, the company's disclosure of multiple financial reports contained inaccuracies.

in addition, the company's performance has continued to decline in recent years, and its performance in the first half of this year turned from profit to loss; the stock price has continued to fall this year, with a cumulative decline of 46.45%.

the company has suspended the acquisition

on september 6, nord holdings issued an announcement regarding “receiving the notice of filing from the china securities regulatory commission”.

the announcement shows that nord holdings and the company's chairman chen lizhi, vice chairman xu songqing, and board secretary wang handuo received the "notice of case filing" delivered by the china securities regulatory commission on the same day. due to suspected violations of information disclosure laws and regulations, the china securities regulatory commission decided to file a case against them in accordance with relevant laws and regulations.

the case against nord shares was launched this time because of a previous acquisition.

on april 10, nord holdings disclosed an announcement on "proposed acquisition of 90.2% equity of yuncaiwu futures co., ltd.", stating that it plans to acquire 90.2% of the equity of yuncaiwu futures co., ltd. held by shanghai xunuo asset management co., ltd. in cash for 454.61 million yuan.

regarding the purpose and reason of the transaction, nord holdings stated that it was to provide the company with more comprehensive and diversified financial services, effectively improve risk management capabilities, achieve goals such as risk diversification, increased investment returns and optimized fund management, and achieve industrial chain integration and supply chain optimization.

however, due to incomplete and inaccurate information disclosure in the above-mentioned acquisition, the relevant responsible persons of nord holdings received regulatory warnings.

on april 30, nord shares received a decision from the jilin securities regulatory bureau on "issuing a warning letter to nord shares and relevant responsible persons"; on may 31, the company received a decision from the shanghai stock exchange on "giving regulatory warnings to nord shares and relevant responsible persons", which determined that when the company acquired 90.2% of the equity of yuncaiwu futures co., ltd., the target company's audited net profit in 2022 was -55.7422 million yuan, accounting for 15.82% of the company's audited net profit in 2022. the company failed to disclose the relevant matters of the signing of the above-mentioned framework agreement in a timely manner, so it was given a regulatory warning.

nord shares stated that it has actively responded to the issues raised in the above regulatory warnings and issued a rectification report, and also temporarily suspended the acquisition of yuncaiwu.

from profit to loss, the stock price continued to fall

in addition to suspected illegal and irregular information disclosure in the above-mentioned acquisition matters, the company also had inaccurate disclosure of financial statements for several periods.

in its previously issued decision on "issuing regulatory warnings to nord holdings and relevant responsible persons", the shanghai stock exchange disclosed that the company's 2023 annual report disclosed on april 9 showed that the company will change the method of recognizing revenue from entrusted processing business from the gross method to the net method, and the company will correct accounting errors in the 2023 first quarter report, 2023 semi-annual report, and 2023 third quarter report.

among them, the first quarter report of 2023 reduced operating income and operating costs by 48.3314 million yuan, accounting for 4.20% of the operating income before correction and 4.90% of the operating costs before correction; the semi-annual report of 2023 reduced operating income and operating costs by 67.1536 million yuan, accounting for 3.00% of the operating income before correction and 3.43% of the operating costs before correction; the third quarter report of 2023 reduced operating income and operating costs by 222 million yuan, accounting for 6.04% of the operating income before correction and 6.75% of the operating costs before correction.

wang handuo, secretary of the company's board of directors, said in an interview with the media that the current investigation does not involve the above-mentioned matters.

public information shows that nord new materials co., ltd., founded in 1989, is mainly engaged in the research and development, production and sales of electrolytic copper foil for lithium-ion batteries. its products are mainly used in lithium battery production.

a reporter from china business news checked public data and found that nord shares have experienced a "roller coaster" performance change in recent years. in 2020 and 2021, the company's net profit attributable to shareholders of listed companies increased by 104.42% and 7421.93% year-on-year respectively. in 2022, the company's net profit fell by 13.04% year-on-year; in 2023, the company's net profit fell by 92.25%.

in response to the shanghai stock exchange's inquiry letter, nord shares explained the reasons why the company's performance was under pressure last year. it was mainly because the development of new energy was too fast in the first two years, resulting in a temporary oversupply in the industry and a continued decline in product processing fees.

in the first half of this year, nord shares achieved operating income of 2.386 billion yuan, a year-on-year increase of 9.82%; the net profit attributable to shareholders of the listed company was -159 million yuan, turning from profit to loss year-on-year.

nord shares once said in its performance forecast that from the perspective of the terminal market, affected by the domestic macroeconomics and overseas trade wars, tariff barriers, etc., the sales growth of new energy vehicles has slowed down. in the short term, the lithium battery copper foil market is still in a state of oversupply and fierce market competition. although the copper foil processing fee has rebounded in the second quarter, it is still at a low level; the price of copper, the main raw material of copper foil products, continued to rise in the first half of the year, resulting in an increase in the company's actual production cost of copper foil. in summary, the company's overall gross profit margin declined in the first half of the year, and gross profit decreased.

along with the loss, the company's stock price continued to fall in the first half of the year. as of september 6, nord shares had fallen 46.45% this year.

nord shares disclosed a share repurchase plan on july 9. the total repurchase amount shall not be less than rmb 50 million (inclusive) and not more than rmb 100 million (inclusive), and the repurchase price shall not exceed rmb 4.5 per share (inclusive).

however, an announcement released by the company on the evening of september 8 showed that the implementation period of this share repurchase has been more than halfway passed. after comprehensively considering factors such as the company's actual operating status, future development plans and secondary market conditions, the company has not yet implemented the repurchase plan.