2024-10-06
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unexpectedly, among the top ten shareholders of the listed company ordos (600295), there are hidden persons acting in concert with multiple controlling shareholders.
on the evening of september 30, ordos disclosed that the company had recently received a notice from its controlling shareholder cashmere group and its wholly-owned subsidiary ordos asset management (hong kong) co., ltd. (hereinafter referred to as "hong kong asset company") and needed to supplementary confirmation of its persons acting in concert. , specifically including tianding (hong kong) co., ltd. (hereinafter referred to as "tianding company"), best mould limited (hereinafter referred to as "best mould"), and wise state limited (hereinafter referred to as "wise state"). these three companies are 100% owned directly or indirectly by employees of the cashmere group's affiliated companies and serve as directors, and are actually controlled by the cashmere group.
according to qichacha, cashmere group is a wholly-owned subsidiary of inner mongolia ordos investment holding group (hereinafter referred to as "ordos group"). five people including wang linxiang and zhang xiaohui hold shares in ordos group entrusted by employees. on the "2024 top 500 chinese enterprises" list released by the china enterprise confederation and the china entrepreneurs association in mid-september, ordos group ranked 355th on the list with operating income of 68.076 billion yuan.
a reporter from securities times·e company noticed that for more than 10 years, the above three companies have continued to buy ordos b shares, with the cumulative number of purchases reaching 78.6855 million shares (including bonus shares). counting its shareholdings, cashmere group controls more than 55% of the ordos b shares. behind the exposure of tianding company and other holding-increasing behaviors, the problem of cashmere group’s letter disclosure violations has also been highlighted simultaneously.
according to the ordos announcement, after sorting out, tianding company, best mould, and wise state began to increase their holdings of the company's b shares in february 2010, increasing their holdings of 34.2954 million shares, 25.2579 million shares, and 19.1322 million shares (including bonus shares) respectively, accounting for the company's total the equity ratios are 1.23%, 0.90%, and 0.68% respectively. as of the end of june this year, these three companies were the fifth, sixth, and eighth largest shareholders of listed companies respectively. counting cashmere group and hong kong asset company, ordos controller controls five seats in the top ten shareholders list.
judging from the market, the daily trading volume of ordos b shares ranges from hundreds of thousands to millions of shares. the continued buying of tianding companies (hong kong asset companies have been openly increasing their holdings) has become a stable company's b shares. an important force in stock price movements.
according to ordos’ previous disclosure, since hong kong asset company began to hold shares in 2011, cashmere group and hong kong asset company have been parties acting in concert, and the total shareholding ratio so far is 69.86%. but in fact, the proportion of shares actually controlled by cashmere group is 71.76%.
the listed company stated that after the additional confirmation of persons acting in concert, the equity changes of cashmere group and its persons acting in concert need to be added together to calculate the equity changes of the three companies. after the merger, from april 2010 to december 2013, there was a situation where the shareholding increase ratio exceeded 2% for 12 consecutive months without a tender offer; at the same time, after the merger, the cumulative shareholding increase ratio of the relevant concerted parties reached 1% and 5% of the time, relevant information disclosure obligations were not fully fulfilled in a timely manner. the above situation does not comply with the relevant provisions of the "measures for the administration of acquisitions of listed companies".
in addition, the three companies increased their stock holdings ten days before the ordos periodic reports (including the 2009 annual report, the first quarterly report of 2010, the third quarterly report, the first quarterly report of 2011, the third quarterly report of 2016, and the 2019 annual report). this situation does not meet the requirements. relevant regulations.
the reporter noticed that cashmere group has recently been suspected of conducting a "reversal transaction" on ordos b shares.
in early july this year, hong kong asset company announced that it planned to increase its holdings of ordos b shares within 12 months from july 5, 2024, with the increase amount not less than us$30 million and no more than us$35 million. at that time, hong kong asset company held 407 million shares (b shares) in ordos, with a shareholding ratio of 14.56%. according to the latest disclosure by ordos, the current shareholding ratio of hong kong asset company is 15.56%, which shows that it has recently increased its holdings of approximately 28 million b shares. tianding company reduced its holdings of 0.91% of ordos’ b shares from july to september.
in the announcement, cashmere group and hong kong asset company stated that they have deeply realized that the failure to promptly disclose the increase in stock holdings of the above-mentioned concerted actors violated relevant laws and regulations.
"the increase in stock holdings of relevant companies is based on their confidence in the company's corporate value, and the goal is to hold the company's stocks for the long term." cashmere group and others said that based on this, hong kong assets company, tianding company, best mould, and wise state hereby commit to the next five years. it will not reduce its holdings of ordos stocks during the year, and ensures that it will operate in strict accordance with relevant laws and regulations when continuing to increase its holdings of the company's stocks.
ordos' main business is divided into two major sectors: clothing and electric power, metallurgy and chemical industry. at the 2024 semi-annual performance briefing held at the end of september, in response to whether investors had plans for market value management, ordos stated that it would do a good job in market value management in accordance with relevant regulatory guidelines, continue to focus on the main business, and continue to do a good job in operation and management.