Bowei alloy female employees borrow 750000 insider trading director guarantee from Bowei group

According to the administrative punishment decision of Zhejiang regulatory bureau of China Securities Regulatory Commission ([2020] No. 11) released on the website of China Securities Regulatory Commission, since June 2018, Ningbo Bowei alloy materials Co., Ltd. (hereinafter referred to as “Bowei alloy”, 601137. SH) has continuously received consultation calls from investors, suggesting that the controlling shareholder Bowei Group Co., Ltd Ningbo bode High Tech Co., Ltd. (hereinafter referred to as “bode high tech”) controlled by “Bowei group”) is merged into the listed Bowei alloy, focusing on making a listed company bigger and stronger, and improving the stock price of Bowei alloy. Wang xsheng, the company’s secretary of the board of directors, summarized these situations every month and reported to Xie, the actual controller and chairman of the company, at the regular investment meeting of Bowei alloy. < p > < p > in early September 2018, Zhang Zhaojun, director of Bode high tech and director of Human Resources Department of Bowei alloy, put forward that in view of the uncertainty of independent listing of Bode high tech, it is appropriate to put bode high tech into Bowei alloy from the perspective of employee interests. Xie asked Zhang for opinions on the preliminary idea of Bowei alloy’s acquisition of Bode high tech. Zhang said that it was more appropriate to consider personnel integration, company development and employee interests. At the end of the month, Xie called Lu Yihui, the chief financial officer of Bowei group, and Fu (responsible for investment) of Bowei alloy’s board secretary office to his office to solicit opinions from them on the idea of Bowei alloy’s acquisition of Bode high tech. the three discussed about three times. On October 25, 2018, Xie completed the last program discussion with Lu and Fu, and formally decided to let Bowei alloy acquire bode high tech. < p > < p > on October 29, 2018, Bowei alloy held an interim Board of directors to inform the participants of the intention, reason and purpose of the acquisition, and provided the acquisition plan and other materials. After the meeting, Fu called representatives of intermediary institutions to the listed company, informed the relevant acquisition matters and asked them to arrange personnel to enter the market. On October 30, 2018, Bowei alloy released the notice on planning major issues to disclose the above acquisition matters. < p > < p > < p > the information that Bowei alloy intends to issue shares to purchase 100% equity of Bode hi tech is “the company’s major investment behavior and major decision to purchase property” mentioned in Item 2 of Article 67 of the securities law of 2005. Before being disclosed, it constitutes the inside information mentioned in Item 1, paragraph 2, article 715 of the securities law of 2005. The formation time of inside information shall not be later than September 10, 2018, and shall be disclosed on October 30, 2018. Zhang is an insider of the military department’s inside information. < p > < p > Ren Wu and Zhang Xiaojun, the insider, both work on the 8th floor of Bowei alloy office building. Both of them belong to the human resources department, and Zhang is the superior of Ren Wu. The fund source of Ren Wu’s insider trading is the loan from the group guaranteed by Zhang Yijun. At 9:43 p.m. on October 25, 2018, Ren Wu and Zhang had a 53 second call record. < p > < p > Ren Wu applied for a loan of 750000 yuan to Bowei group on October 23, 2018 on the ground of borrowing money to buy a house, which was guaranteed by Zhang Yijun. On October 24, Xie was approved, and Bowei group transferred 750000 yuan to the three-party deposit account of Renwu Bank of China. On October 26, the 750000 yuan silver certificate was transferred into the securities account. On the same day, the “Renwu” securities account purchased 47400 shares of “Bowei alloy”, with a transaction amount of 307422 yuan and a profit of 7689.62 yuan. < p > < p > during the sensitive period of insider information, Ren Wu contacted the insider of insider information and engaged in securities trading related to the insider information, and his securities trading behavior was obviously abnormal, and Ren Wu could not make reasonable explanation or provide evidence to exclude his activities of using insider information to conduct related securities trading. Ren Wu’s above-mentioned behaviors violate the provisions of Article 73 and paragraph 1 of Article 76 of the securities law of 2005, and constitute the insider trading activities mentioned in article 202 of the securities law of 2005. According to the fact, nature, circumstances and social harm degree of the illegal acts of the parties concerned, and in accordance with the provisions of article 202 of the securities law of 2005, our bureau decided to order Ren Wu to dispose of the illegally held stocks according to law, confiscate the illegal income of RMB 768962 and impose a fine of RMB 100000. Founded in 1987, Bowei Group Co., Ltd. is a high-tech enterprise group specializing in R & D and production of various non-ferrous alloy bars, wire materials and slow moving wires, which integrates mining and diversified investment. Ningbo Bowei alloy materials Co., Ltd. (hereinafter referred to as Bowei alloy, stock code: 601137) is the core enterprise of Bowei group. The company was founded in 1993, with a registered capital of 215 million yuan, covering an area of 250000 square meters, and now has more than 1500 employees. On June 23, 2009, Bowei Co., Ltd. was changed into a joint stock limited company with the approval of Ningbo Municipal Bureau of foreign trade and Economic Cooperation (ywjmzh [2009] No. 386). Bowei Group Co., Ltd. is the largest shareholder, holding 33.94%. < / P > < p > on October 30, 2018, Bowei alloy released the “notice on planning major issues” to disclose the acquisition matters. It is said that the matter involves the issue of shares to purchase assets, and the underlying asset is 100% equity of Ningbo bode Hi Tech Co., Ltd. (to be listed, hereinafter referred to as “bode high tech”), The counterparties of the transaction are Bowei group, Ningbo Bowei Jinshi Investment Co., Ltd., Lisheng Fuying investment management partnership of Ningbo Meishan free trade port area (limited partnership), Zhenjun investment management partnership of Ningbo Meishan free trade port area (limited partnership), and Junrui investment partnership of Ningbo Meishan free trade port area (limited partnership). < p > < p > on June 6, 2019, Bowei alloy released the announcement on the implementation of issuing shares and paying cash to purchase assets and related transactions and listing new shares. The company purchased 93% of the shares of Bode Gaoke held by Bowei group, Jinshi investment, Junrui investment, Lisheng Fuying and Qianjun investment in the form of issuing shares and paying cash. Bowei group, a wholly-owned subsidiary of bower alloy, plans to purchase 7% of the shares held by Bowei group in cash. < p > < p > taking September 30, 2018 as the base date of appraisal, Tianyuan appraisal issued the assets appraisal report no. 0001 [2019] to evaluate 100% shares of Bode high tech. the appraisal institution used income method and asset-based method to evaluate all shareholders’ equity of Bode high tech, and finally adopted the evaluation results of income method as the evaluation conclusion The evaluation value of income method is 990.53 million yuan. According to the evaluation results and through friendly negotiation between all parties, the overall value of 100% shares of Bode hi tech is determined to be RMB 990 million. The listed company issued 19.626 million shares to bower group, 29.7698 million shares to Jinshi investment, 15.9132 million shares to Junrui investment, 3.5932 million shares to Lisheng Fuying and 1.8319 million shares to Qianjun investment The company and its subsidiaries paid 495 million cash to Bowei group, and purchased 100% of the shares held by the counterparties of the transaction by issuing shares and paying cash. According to the asset purchase agreement and its supplementary agreement, the price of the shares to be issued is 7.07 yuan / share, and the number of shares issued is 7.0141 million shares. < p > < p > < p > Article 67 of the securities law stipulates that when a major event occurs that may have a greater impact on the stock trading price of a listed company, and the investors have not yet known about it, the listed company shall immediately submit a temporary report on the major event to the securities regulatory body under the State Council and the stock exchange, and make an announcement to explain the cause, current status and status of the event Possible legal consequences. The following circumstances are referred to as major events mentioned in the preceding paragraph: < / P > < p > (8) the situation of shareholders or actual controllers holding more than 5% of the company’s shares or controlling the company has changed greatly; < / P > < p > (11) the company is suspected of committing a crime, and the company’s directors, supervisors and senior managers are suspected of committing crimes and are subject to compulsory measures by judicial organs ; < / P > < p > < p > < p > Article 73 of the securities law stipulates that it is forbidden for insiders of securities trading and those who illegally obtain inside information to engage in securities trading activities by using inside information. < p > < p > < p > < p > Article 75 of the securities law stipulates that in securities trading activities, the information that has not been made public that involves the company’s operation and finance or has a significant impact on the market price of the company’s securities is insider information. The following information is inside information: < / P > < p > < p > Article 76 of the securities law stipulates that: before the disclosure of the inside information of the company, the insiders of the inside information of securities trading and those who illegally obtain the inside information shall not buy or sell the securities of the company, or disclose the information, or suggest others to buy or sell the securities. Where a natural person, legal person or other organization that holds or jointly holds more than 5% of the company’s shares with others through agreements or other arrangements, purchases the shares of a listed company by natural persons, legal persons or other organizations, where there are other provisions in this law, such provisions shall apply. < p > < p > < p > < p > Article 202 of the securities law stipulates that if an insider or a person who illegally obtains inside information of a securities transaction buys or sells the securities, divulges the information, or advises others to buy or sell the securities before the disclosure of the information involving the issuance, trading or other information that has a significant impact on the price of the securities, it shall be ordered to deal with the illegally held securities according to law The illegal income shall be confiscated and a fine of not less than one time and not more than five times the illegal income shall be imposed; if there is no illegal income or the illegal income is less than 30000 yuan, a fine of 30000 yuan to 600000 yuan shall be imposed. If a unit engages in insider trading, it shall also give a warning to the person in charge directly responsible and other persons directly responsible, and impose a fine of not less than 30000 yuan but not more than 300000 yuan. Any staff member of a securities regulatory body who conducts insider trading shall be given a heavier punishment. In accordance with the relevant provisions of the securities law of the people’s Republic of China (hereinafter referred to as the securities law of the people’s Republic of China) revised in 2005, our bureau investigated and tried the case of Ren Wu’s insider trading in shares of Ningbo Bowei alloy materials Co., Ltd. (hereinafter referred to as “Bowei alloy”), and informed the party concerned of the facts, reasons and basis for administrative punishment according to law The rights enjoyed by the parties according to law. The party concerned has not made any statement, defense or request for a hearing. The investigation and trial of this case have been concluded. < / P > < p > since June 2018, affected by the downturn in the stock market, Bowei alloy has successively received Advisory calls from investors, suggesting that Ningbo bode High Tech Co., Ltd. (hereinafter referred to as “bode technology”) controlled by the controlling shareholder Bowei Group Co., Ltd. (hereinafter referred to as “Bowei group”) should be merged into the listed Bowei alloy, focusing on making a listed company bigger Strengthen, improve the stock price of Bowei alloy. Wang xsheng, the company’s secretary of the board of directors, summarized these situations every month and reported to Xie, the actual controller and chairman of the company, at the regular investment meeting of Bowei alloy. < p > < p > in early September 2018, Zhang Zhaojun, director of Bode high tech and director of Human Resources Department of Bowei alloy, put forward that in view of the uncertainty of independent listing of Bode high tech, it is necessary to consider the comparison of Bode high tech into Bowei alloy from the perspective of employee interests