The increase in volume before the suspension was required to check Cuihua jewelry to receive a letter of attention due to the change of control rights

Wen | Li Yong

On June 21, the Shenzhen Stock Exchange issued a letter of attention to the company on the change of the changes in the control of the Jewelry control, requiring Cuihua Jewelry to fail to provide the progress and specific arrangements of related matters in the suspension of the application document, which failed to provide relevant matters and complete arrangements. Discover the planning of major matters in time in accordance with the relevant guidelines, and the reasons for the suspension of trading carefully. Earlier on June 17 and June 18, Cuihua Jewelry issued an announcement, saying that the company's controlling shareholder and actual controller may change. ) It is intended to transfer 12%of the company's share agreement to Chen Siwei. At the same time, Cuiyi Investment and his consistent actors Guo Yingjie, Guo Yuchun, and Guo Qiongan gave up the total voting rights corresponding to the total of 19.38%of the shares held, with a term of 3 years. After the change of equity, Chen Siwei will hold 12%of the company's shares and become the company's new actual controller. The company's shares opened on the morning of June 17 (last Friday), and it was expected that the suspension time would not exceed 2 trading days. On June 21, the Ruhua Jewelry stock resumed the daily limit and closed at 18.57 yuan/share. Before the suspension, the increase in volume was required to disclose the disclosure of the inside story transaction. The two parties of the equity change have officially signed the relevant agreement on June 16. Cuihua Jewelry also submitted a suspension application to the exchange on the same day. At that time, the company claimed that Cuiyi Investment was planning to involve major matters involving the company's control rights. Related matters were in negotiations and there were major uncertainty. The intermediary agency conducts further consultations on the transaction plan. It is worth noting that on June 16, the amount of Jewelery in Cuihua rose by 9.61%, and the daily limit was touched several times. On the same day, Ruhua Jewelery sold a total of 151 million yuan. This is 2.65 times the average daily turnover of 29 trading days since May of Cuihua Jewelery, and the willingness to grab funds is obvious. "After the major information of the listed company is announced, it is normal for the stock price to have a change of movement. However, if the amount of quantitative price changes will occur before the news is officially disclosed, it is not ruled out that the relevant information has been leaked in advance, and it should be carefully checked." think. In the letter of follow, the exchange requires Cuihua Jewelry to explain the specific planning process of the transfer of this control, and in detail the specific decision -making procedures, the main decision process of the board of directors to apply for stock suspension, and the failure to be true, accurate, complete in the application document in the suspension of the suspension of the suspension application document The reasons for providing the progress of related matters and specific arrangements, failure to disclose major matters planned in a timely manner, and carefully apply for suspension of trading, and provide practical and accurate proof materials. The exchange also requested that Cuihua Jewelery self -check whether there are relevant personnel who use inside information to use inside information to conduct stock transactions, and report the complete inside insider list and memo of the transaction process. Whether or not the relationship between action is focusing on the problem except for the suspension of the application and whether there are insider transactions. Another focus that the exchange is concerned is whether the relevant parties that control the right to control the right constitute a consistent action relationship. According to the relevant announcement disclosed by Cuihua Jewelry, Chen Siwei intends to accept 12%of Cuihua Jewelry equity held by Cuiyi investment at 426 million yuan. Holding the voting right of 19.38%of the company's shares. As a result, Chen Siwei will become the new actual controller of Cuihua Jewelry. In the focus of the exchange letter, the Cuihua Jewelry self -inspection and explaining the business and capital exchanges between Cuiyi Investment and its consistent actors and Chen Siwei, whether there are other agreements, agreed, whether the stock transfer price is derived from the situation of listed companies in the listed company. Essence The company is required to investigate and explain whether Cuiyi's investment and its consistent active acting with Chen Siwei constitute a consistent action relationship. Detailed explanation of the specific reasons for the change of the control of 12%of the shares and abandoning 19.38%of the share voting rights. "In recent years, many control transfer in the market has been achieved by the method of commissioning or abandoning voting rights by superimposed voting rights. In this way, the original shareholders still retain the right to the remaining shares they hold, but no longer participate in business management Become a simple financial investor, and also leave room for the new practical controller. "Hu Mingming, a lawyer of Liaoning Tongfang Law Firm, said in an interview with the Securities Daily that in the change of the control of Cuihua Jewelry, the transaction was traded, and the transaction was traded. It is considered that "it has essentially constituted a related intention to its own shares and constitutes a package of arrangements." Therefore, the exchange requires the company to explain in detail the legal compliance of the transfer arrangement of the control of the control. Performing the obligation to acquire the offer. The reporter noticed that in November 2021, Cuiyi Investment and its consistent actions with Shanghai Hongchao Enterprise Management Partnership (limited partnership) ("Shanghai Hongchao"), He Yinglin and Longfeng also signed relevant equity transfer agreements. Among them, the number of equity agreed with Longfeng was 15.88.1672 million shares, accounting for 6.20%of the total share capital of Cuihua Jewelery. The transaction has not been completed. At present, the two parties have signed a supplementary agreement on the equity transfer, and the final payment period has been postponed until June 30 this year. Public information shows that this part of Cuiyi Investment and its consistent acts intending to abandon 19.38%of the voting rights also include this part.

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