"long Wei" couple will be banned from the market for 5 years. How are the 16 companies held by Zhao Wei safe?

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In its announcement on February 16, 2017, through Wanjia Culture, Longwei Media attributed the failure to complete the financing plan on schedule to the failure of financing approval of financial institutions, and did not disclose the fact that the bank had not prepared enough funds when the second equity transfer was due. There are major omissions. There are false records and major omissions in the relevant announcements about fund-raising plans and arrangements, mainly in three aspects: long Wei Media said in its reply to an inquiry on January 12, 2017 that it had pledged financing to financial institutions.

Xiangyuan Culture (formerly Wanjia Culture) announced on the evening of November 9 that it had received a "notice in advance of administrative penalties and market ban" issued by the China Securities Regulatory Commission, and the CSRC planned to ban Zhao Wei, Huang Youlong and others from the securities market.

Zhao Wei, Huang Youlong and his wife will be banned from the securities market for five years

Xiangyuan Culture (formerly Wanjia Culture) announced on the evening of November 9 that it received the "advance notice of Administrative punishment and Market ban" issued by the China Securities Regulatory Commission. CSRC plans to ban Zhao Wei, Huang Youlong and others from the securities market and other measures.

the notice shows that there are false records, misleading statements and material omissions in the information disclosed by Longwei Media through Xiangyuan Culture during the transfer of controlling shares. The above actions have caused serious effects such as the sharp fluctuation of Xiangyuan Culture's share price. According to relevant laws and regulations, the CSRC intends to order Xiangyuan Culture to correct, give a warning and impose a fine of 600000 yuan; Kong Deyong will be warned and fined 300000 yuan; long Wei Media will be ordered to correct, warn and impose a fine of 600000 yuan; Huang Youlong, Zhao Wei and Zhao Zheng will be warned and fined 300000 yuan respectively; Kong Dayong, Huang Youlong and Zhao Wei will be banned from the securities market for five years respectively.

false misleading information disclosure according to the notice, false records, misleading statements and major omissions are reflected in five aspects.

first, long Wei Media has insufficient capital preparation in its own territory, and the financing of relevant financial institutions has yet to be approved, and under the circumstances of great uncertainty, it uses shell companies to acquire listed companies and rashly announce them, causing serious misleading to the market and investors.

it is understood that Longwei Media was established in November 2016, with a registered capital of 2 million yuan, which has not yet been paid in place, has not carried out actual business activities, and has zero total assets, net assets, operating income and net profit. On December 23, 2016, Longwei Media signed an agreement with Wanjia Group to acquire 29.14% of Wanjia Culture. A total of 3.06 billion yuan is needed for this acquisition. Among the acquisition funds, Longwei Media has its own capital of 60 million yuan, and the remaining funds are borrowed, with a leverage ratio as high as 51 times. After the signing of the "share transfer Agreement", Longwei Media discussed financing with the relevant banks, and the financing funds of the bank need to go through the approval process of the head office, and there is still uncertainty about whether the final approval will be approved.

second, there are some problems such as false records in transaction letters. Including Longwei Media's information disclosure of financing plans and arrangements, there are false records and major omissions; Longwei Media did not timely disclose the lack of financing cooperation with financial institutions; Longwei Media has major omissions in the disclosure of the reasons for failing to complete the financing plan on schedule; Longwei Media has false records and misleading statements on the information disclosure of actively promoting the smooth completion of this control transfer transaction.

there are false records and major omissions in the relevant announcements about financing plans and arrangements, which are mainly manifested in three aspects: Longwei Media said in its inquiry letter on January 12, 2017 that 1.5 billion yuan was pledged from financial institutions, and the disclosed financing amount was inconsistent with the actual situation that CITIC Bank planned to raise 3 billion yuan from Longwei in its financing plan. According to the plan and inquiry transcripts provided by the relevant personnel of CITIC Bank Hangzhou Branch, long Wei Media negotiated the financing amount with CITIC Bank Hangzhou Branch and agreed to report and approve the financing plan with a maximum amount of 3 billion yuan, and the amount actually declared within CITIC Bank is not more than 3 billion yuan.

the payment method disclosed by Longwei Media in its inquiry letter of January 12, 2017 is the determined step and the determined amount, and the situation that the payment method will be dynamically adjusted according to the examination and approval of financial institutions has not been fully disclosed. The evidence shows that if Citic Bank's pledge financing plan is approved, borrowing funds from financial institutions will cover all equity transfers except 60 million yuan contributed by shareholders' own funds, and there is no need to use Bank of China's funds. If part of the pledge financing is successful, priority will be given to the integration of financial institutions into funds, and the gap funds will be borrowed from Bank of China, that is, the payment method of controlling equity acquisition will be dynamically adjusted according to the examination and approval of financial institutions and the loan situation.

long Wei Media did not make clear in the announcement that there is great uncertainty in the financing funds of financial institutions, and there are major omissions. According to the financing plan of Citic Bank Hangzhou Branch, long Wei Media's second and third amount of financing from CITIC Bank depends on the share price of Wanjia Culture.

third, Longwei Media did not disclose the lack of financing cooperation with financial institutions in a timely manner. Specifically, on January 12, 2017, Longwei Media said in a reply to the Shanghai Stock Exchange through Wanjia Culture that the approval process for stock pledge financing of financial institutions is expected to be completed by January 31, 2017. Evidence shows that on January 23, 2017, Wanjia Group and long Wei Media knew that their financing plan to Citic Bank Hangzhou Branch had not been approved by Citic Bank head office. As of January 31, 2017, Longwei Media has not reached financing cooperation with any financial institutions.

the inability to obtain stock pledge financing from financial institutions has an important impact on Longwei Media's acquisition of Wanjia Culture's controlling stake, but Longwei Media did not inform Wanjia Culture in time. Disclose the progress, changes and possible impact of major events.

fourth, Longwei Media has a major omission in the disclosure of the reasons for failing to complete the financing plan on schedule. According to the announcement of Wanjia Culture on January 12, 2017, "the remaining payment of borrowed funds from Bank of China is expected to be three working days before the payment of the second share transfer, and the actual release time is expected to be no later than February 7, 2017." According to Qin Bo, the actual controller of Yinbixin, Binbixin was unable to lend 1.2 billion yuan to Longwei Media on Feb. 7, 2017, meaning that Yinbixin did not have enough funds at the deadline for the payment of the second equity transfer.

Wanjia Culture announced on February 16, 2017: "on January 20, 2017, Longwei Media received a phone call from Bank A that the financing plan for this project was not approved. Since then, Longwei Media immediately communicated with other banks many times, hoping to carry out financing cooperation on the project, but one after another received oral feedback from other banks, all clearly unable to complete the examination and approval. Therefore, Longwei Media judged that the financing plan could not be completed on schedule. After communication, Tibet Bank Bixin is willing to fulfill the loan commitment in accordance with the agreement already signed, and has provided the first 190 million yuan loan in the first payment stage of this acquisition. "

in the announcement of February 16, 2017 through Wanjia Culture, long Wei Media attributed the failure to complete the financing plan on schedule to the failure of approval of financing by financial institutions, and failed to disclose that when the second equity transfer should be paid, there is a major omission in the fact that Bank must believe that it has not prepared enough funds.

Fifth, there are false records and misleading statements about the information disclosure of Longwei Media about actively promoting the smooth completion of this control transfer transaction. On January 12, 2017, Longwei Media said in a reply to the Shanghai Stock Exchange through Wanjia Culture, "if Longwei Media fails to obtain timely and full stock pledge financing from financial institutions, Longwei Media will actively communicate with Wanjia Group to ensure the smooth completion of this transaction, while continuing to seek stock pledge financing from other financial institutions." The evidence shows that after the approval failure of Citic Bank, long Wei Media did not actively communicate with Wanjia Group, did not contact other financial institutions to seek financing, and there were false records and misleading statements in information disclosure.

according to the notice of adverse impact, Longwei Media, with a registered capital of 2 million yuan, plans to acquire 29.135% of the shares of domestic listed companies with a market value of 10 billion yuan (when negotiating the transfer of control shares) more than a month after its establishment. The acquisition plan has its own capital of 60 million yuan, and the rest are borrowed funds, with a leverage ratio as high as 51 times. In the process of the transfer of controlling shares, Longwei Media did not make full preparations for funds, and in the case of limited funds available in China, it used high leverage to acquire domestic listed companies and began to seek financing from financial institutions only after the equity transfer agreement was signed. Within a short period of time from December 23, 2016 to April 1, 2017, the transfer of controlling shares was constantly changed, from the transfer of controlling shares to the transfer of 5% of shares, and then the transfer of shares was completely terminated, and both parties did not pursue any liability for breach of contract.

the above behavior caused the stock price of Wanjia Culture to fluctuate greatly, aroused great attention from the market and the media, seriously affected the market order, damaged the confidence of medium and small investors, and affected the fairness, impartiality and openness of the market.

it is understood that during the period involved in the case, Wanjia Culture was suspended from trading on November 28, 2016, and its share price was 18.83 yuan per share when it was suspended. After resuming trading on January 12, 2017, Wanjia Culture rose by the daily limit for two consecutive trading days, and continued to close on the third and fourth trading day, rising as high as 25 yuan per share, an increase of 32.77 percent. On February 8, 2017, Wanjia Culture was suspended again, and the share price was 20.13 yuan per share when trading was suspended. During the suspension period, the proportion of shares transferred in the announcement shall be changed from 29.135% to 5%. Trading resumed on February 16, 2017, down 8.49% on the same day and 6.89% on the second trading day. On April 1, 2017 (closed), Wanjia Culture announced the termination of the agreement, the next trading day shares fell 2.39%, the subsequent share prices continued to fall. On June 2, 2017, Wanjia Culture's share price fell to a low of 8.85 yuan per share. As of July 21, 2017, Wanjia Culture closed at 9.03 yuan per share, down 63.88% from its peak on January 17, 2017 and 45.20% lower than before the first suspension on November 28, 2016.

Edit: mary