The major acquisition plan that has always claimed to be "orderly promotion" actually has other secrets?
On the evening of January 27, Guangdong Champion Asia Electronics Co.Ltd(603386) announced that due to the violation of information disclosure in major acquisition cases, the company's board secretary was timely warned by the Shanghai Stock Exchange.
According to the investigation, Guangdong Champion Asia Electronics Co.Ltd(603386) did not disclose important information in time and did not prompt the risk of uncertainty when the plan for acquiring Sumitomo Electric Shenzhen company has changed significantly. On the contrary, the company has always claimed that the acquisition plan is "advancing in an orderly manner", but the shareholders have been kept in the dark for nearly five months.
Source: company announcement
the acquisition plan has suddenly undergone major changes
According to the announcement, on December 29, 2020, Guangdong Champion Asia Electronics Co.Ltd(603386) disclosed that the company or its wholly-owned subsidiaries and partners intend to pay in cash, Purchase from the counterparty Sumitomo Electric Hong Kong electronic wire products Co., Ltd. 100% equity of the surviving company (hereinafter referred to as the target company) of Sumitomo Electric electronic products (Shenzhen) Co., Ltd. which inherited the flexible circuit board business (FPC) after the company division.
Unexpectedly, the acquisition plan, which has always claimed to be "orderly promotion", was suddenly changed.
On October 21, 2021, Guangdong Champion Asia Electronics Co.Ltd(603386) suddenly issued an announcement announcing the termination of the above-mentioned major asset restructuring plan. The 100% equity of the target company was also adjusted to 15% equity, but the purchase price was significantly increased by nearly 60%.
A paper announcement made investors completely confused. That night, the Shanghai stock exchange quickly issued an inquiry letter, asking to explain the reasons and rationality of the significant changes in the acquisition plan, and to clarify whether the information disclosure related to the early restructuring progress is not timely and accurate.
After the regulatory inquiry of Shanghai Stock Exchange, Guangdong Champion Asia Electronics Co.Ltd(603386) disclosed that it negotiated the cooperation intention with potential partner Zhao Yong as early as May 25, 2021, and determined the cooperation intention on June 17, 2021. Zhao Yongfang will be the partner of this asset purchase, and Zhao Yongfang determines that he needs to become the major shareholder of the target company. On July 19, 2021, the proportion of equity purchased by all parties was basically determined.
Source: company announcement
investors have been "in the dark"
It is worth noting that in the past five months, for the above major changes, the company has always been "tight lipped" in the monthly progress announcement, which not only failed to disclose relevant important information in time, but also failed to prompt relevant uncertainty risks. Until September 28, 2021, the company still announced that the company and relevant parties are orderly promoting and implementing the work required for this major asset purchase.
China Securities News · China Securities Taurus reporter saw on stock bar and other interactive platforms that many investors were very concerned about the progress of the acquisition plan. In the view of investors, all public information shows that the major acquisition plan is still advancing normally according to the original plan. However, the acquisition plan has actually undergone significant changes.
In addition, Guangdong Champion Asia Electronics Co.Ltd(603386) also failed to provide sufficient and specific risk warning for the uncertainty that the target company may not be included in the consolidated statements of Listed Companies in the plan for the purchase of major assets.
the company served as the Secretary of the board of directors in time and was warned by supervision
The Shanghai Stock Exchange said that Guangdong Champion Asia Electronics Co.Ltd(603386) the above acts violated articles 1.4, 2.1 and 2.3 of the stock listing rules of Shanghai Stock Exchange (revised version 2020) and Article 3 of the guidelines for the application of self regulatory rules of listed companies of Shanghai Stock Exchange No. 1 - major asset restructuring (formulated in 2020).
Meanwhile, Li Peng, then Secretary of the board of directors of the company, as the specific person in charge of the company's information disclosure affairs, failed to be diligent and responsible, and was responsible for the above violations of the company, violating the relevant provisions of the stock listing rules and the commitments made in the declaration and commitment of directors (supervisors and senior managers).
In view of the above violation facts and circumstances, according to relevant regulations, the Shanghai Stock Exchange decided to give a regulatory warning to Guangdong Champion Asia Electronics Co.Ltd(603386) Li Peng, who served as the Secretary of the board of directors in time.
Recently, the company's share price has continued to fall. On January 27, Guangdong Champion Asia Electronics Co.Ltd(603386) fell 4.78% to 18.11 yuan per share, with the latest market value of 4.243 billion yuan.
