Hony investment’s former investment director was punished for insider trading and bought well-known cinemas

The project involves 27 investors including Beijing hongchuang Investment Management Center (limited partnership) (hereinafter referred to as “hongchuang investment”). Hongchuang investment is the main investor of Beijing Hongyi remote Investment Consulting Co., Ltd. (hereinafter referred to as “Hongyi investment”) in Wanda film and television project. In August 2016, Wanda film announced that it would suspend the major asset restructuring. The failure of the restructuring was due to “the relatively short completion time and large volume of legendary film acquisition, and the film production business in China and the United States” and other reasons. < / P > < p > on February 13, 2017, Wanda film and television signed the equity transfer agreement of Qingdao Wanda film and television Investment Co., Ltd. with Dalian Wanda Group Business Management Co., Ltd., stripping American legend film company from Wanda film and television. On February 16, hongchuang investment and other investors signed the investment transfer agreement with Beijing Wanda Investment Co., Ltd., transferring part of their investment in Wanda film and television to Beijing Wanda Investment Co., Ltd. On March 20, the shareholders’ meeting of Wanda film decided to reduce the company’s capital. On March 24, Wanda film signed the equity repurchase agreement with hongchuang investment. On April 1, Wanda film and television made a directional capital reduction, and some investors withdrew and no longer held the equity of Wanda film and television. After the completion of the directional capital reduction, the remaining 15 investors, including hongchuang investment, hold a total of 30.28% equity of Wanda film. The divestiture of American legend film company and the withdrawal of some investors are the necessary prerequisite for the success of Wanda film’s major asset restructuring project. Since then, Wanda film agency has explored the restructuring plan and conducted due diligence. On July 11, 2017, Wanda film announced the suspension of major asset restructuring, saying that the major event of this planning is to issue shares to purchase 100% equity of Wanda film, involving major asset restructuring. < / P > < p > according to the judgment of Beijing regulatory bureau of China Securities Regulatory Commission, Wanda film plans to issue shares to purchase 100% equity of Wanda film in 2017, which belongs to Item 2, paragraph 2, Article 67 of the securities law of 2005, and constitutes insider information according to Item 1, paragraph 2, Article 75 of the securities law of 2005. The sensitive period of insider information is from February 13, 2017 to July 4, 2017. < / P > < p > the party once served as the investment director of Hongyi investment, as one of the team members of hongchuang investment in Wanda film and television project (other members include partner Cui Yifang and investment manager Zhang Mou), participated in the whole process of hongchuang investment’s investment and capital reduction in Wanda film and television project. According to the provisions of Article 74 (7) of the securities law of 2005, it belongs to the relevant regulations The insider mentioned in Article 3 of the notice on information disclosure of listed companies and behaviors of relevant parties. According to the chat records, Zeng zhengzeng communicated with Cui on related matters of Wanda film and television project on March 15, 2017, and Zhang on Wanda film and television project on March 23. To sum up, Zeng Zheng knew the inside information no later than March 23, 2017. < p > < p > Zeng Zheng and Zhang are married. During the sensitive period of insider information, Zeng Zheng led his wife Zhang to operate his wife’s securities account to trade “Wanda movie”. From March 21 to April 24, 2017, “Zhang” securities account had 23 times of bank securities transfer business, with a total of more than 4.92 million yuan transferred. On March 24, 2017, “Zhang” securities account traded “Wanda movie” for the first time. From March 24, 2017 to April 25, 2017, it bought 82700 shares in total, with a transaction value of RMB 4.6571 million. As of November 5, 2018, it had not sold the shares involved, with a Book loss of RMB 786200. < / P > < p > the Beijing regulatory bureau of China Securities Regulatory Commission (CSRC) has ruled that the above behaviors violated the provisions of Article 73 and paragraph 1 of Article 76 of the securities law of 2005, and constituted the insider trading behavior described in article 202 of the securities law of 2005. < / P > < p > according to the facts, nature, circumstances and degree of social harm of the party’s illegal act, and in accordance with the provisions of article 202 of the securities law of 2005, Beijing regulatory bureau decided to impose a fine of 100000 yuan on the party. < / P > < p > according to the inquiry of China Economic Net, Wanda Film Co., Ltd. (“Wanda film”, 002739. SZ) was established on January 20, 2005, with a registered capital of 2.231 billion yuan. It was listed on Shenzhen Stock Exchange on January 22, 2015. As of October 26, 2020, Beijing Wanda Investment Co., Ltd. is the largest shareholder, holding 945 million shares, accounting for 41.54%. < p > < p > on May 13, 2016, Wanda film released the independent financial consultant’s verification opinions of China International Finance Co., Ltd. on the company’s plan of issuing shares to purchase assets and raising supporting funds and related party transactions. According to the announcement, the company plans to issue shares to the counterparties to purchase 100% of the equity of Wanda film, and at the same time, it plans to issue shares to the counterparties by way of inquiry More than 10 qualified specific objects raise supporting funds through non-public offering of shares, and the total amount of supporting funds raised in this transaction is not expected to exceed 8 billion yuan. The estimated value of Wanda film’s 100% equity is about 37.5 billion yuan, and the transaction price of the underlying assets is temporarily determined to be 37.204 billion yuan through negotiation. This event constitutes a major asset restructuring, and the independent financial adviser is China International Finance Co., Ltd. < / P > < p > according to the report on issuing shares and paying cash to purchase assets and related party transactions (Draft) issued by the company on June 26, 2018, Wanda film plans to pay cash and issuing shares to 21 counterparties such as Wanda investment to purchase 96.8262% of the shares of Wanda film and television held by them, and the transaction price of the underlying assets is RMB 11.619 billion. The book value of the owner’s equity of the parent company with 100% equity of Wanda film and television is 5.080 billion yuan, the appraisal value is 12.001 billion yuan, the appraisal appreciation is 6.921 billion yuan, and the appreciation rate is 136.23%. < / P > < p > in this transaction, the company paid a total of 2.693 billion yuan of cash consideration to Wanda investment, which is paid in three phases. The first phase is to pay 1 billion yuan of transaction consideration within 30 working days from the cutting date; the second phase is to pay 900 million yuan of transaction consideration within 30 working days after the annual special audit report of the first accounting year is issued; the third phase is to pay compensation for self profit forecast Within 30 working days after the issuance of the annual special audit report for the second fiscal year of the current period, the remaining 793 million yuan of transaction consideration shall be paid. < / P > < p > the total consideration corresponding to the equity of the underlying assets held by the other parties in the transaction other than Wanda investment (i.e. the consideration paid for shares in the transaction) is RMB 8.926 billion. Based on the issue price of RMB 50.00/share, the total number of shares issued by the listed company to the other parties in the transaction other than Wanda investment is 179 million shares. Wanda investment promises that the net profit of Wanda film in 2018, 2019 and 2020 will not be less than RMB 888 million, RMB 1069 million and RMB 1271 million respectively. < / P > < p > Beijing Hongyi Yuanyuan Investment Consulting Co., Ltd. was established on November 17, 2005 with a registered capital of US $50 million. Tianyancha information shows that Beijing Hongyi Yuanyuan Investment Consulting Co., Ltd. is wholly owned by Hongyi Investment Co., Ltd. Hongyi investment is an organization specialized in equity investment under Lenovo holdings, and is a well-known PE organization in the market, with a management capital scale of more than 80 billion yuan. < / P > < p > according to Dongfang fortune.com, Zeng Zheng, male, Chinese nationality, was born in 1977 and received a master’s degree in Business Administration from Yale University in 2010. Before that, he received a bachelor’s degree in international finance from the University of foreign economic relations and trade in 2000. Zeng Zheng is currently the investment director of PE Investment Department of Hony investment. Since joining Hony investment in 2010, he has worked for more than 9 years, mainly responsible for investment in cultural media, sports, education, Internet and other related fields. Prior to joining Hony investment, Mr. Zeng Zheng served as CFO of Guangyuan Media Holdings Limited. Prior to that, Mr. Zeng Zheng served as strategic consulting analyst in Mercer management consultant, and senior auditor in PricewaterhouseCoopers and Andersen respectively. Zeng Zheng has rich experience in finance, investment, management consulting, enterprise operation and other fields. On May 22, 2020, he was appointed as a non employee supervisor of giant network Group Co., Ltd. < / P > < p > according to China Fund News, Wanda cinema, which was listed in Shenzhen Stock Exchange in 2015, is known as the first share of A-share cinema. The reason why the above restructuring plan has attracted market attention is that its valuation has reached more than 37 billion yuan, including American legend film company, which is an asset under the name of Wanda film. < / P > < p > Zeng Zheng didn’t expect that the restructuring didn’t make the share price of Wanda film soar, but ushered in a sharp drop. After the resumption of trading, they fell by the limit continuously. As a result, their trading also suffered a great loss, and even was “locked up”. As of the investigation date, November 5, 2018, “Zhang” account has not sold the shares involved in the case, with a Book loss of 786200 yuan. In the next three trading days, Wanda film still had “one word drop limit”, and there were four “one word drop limit” after the resumption of Wanda film. Article 67 of the securities law of 2005 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 an interim report on the major event to the securities regulatory agency of the State Council and the stock exchange, and make an announcement, explaining the cause of the event and the current situation Status and possible legal consequences. < / 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 is put on file for investigation by the judicial organ; the company’s directors, supervisors and senior managers are suspected of committing a crime and are subject to compulsory measures by the judicial organ; < / P > < p > Article 11 of the securities law of 2005 Article 75 stipulates: in securities trading activities, the undisclosed information that involves the operation and finance of the company or has a significant impact on the market price of the company’s securities is insider information. < / P > < p > (2) shareholders holding more than 5% of the company’s shares and their directors, supervisors and senior managers, as well as the actual controllers of the company and their directors, supervisors and senior managers; < p > < p > Article 73 of the securities law of 2005 stipulates that insiders of inside information of securities trading and those who illegally obtain inside information are prohibited from using inside information to engage in securities trading Activities. According to Article 76 of the securities law of 2005, insiders of inside information of securities trading and persons who illegally obtain 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 before the inside information is disclosed. < / P > < p > where there are other provisions in this Law on the acquisition of shares of listed companies by natural persons, legal persons or other organizations that hold or jointly hold more than 5% of the company’s shares with others through agreements or other arrangements, such provisions shall apply. < p > < p > Article 202 of the securities law of 2005 stipulates that any insider of insider information of securities trading or any person who illegally obtains insider information shall be ordered to deal with the illegal holding of securities in accordance with the law if he buys or sells the securities, or divulges the information, or suggests others to buy or sell the securities before the disclosure of information related to the issuance or trading of securities or other information that has a significant impact on the price of securities 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 is engaged in insider trading, it shall also report to the person in charge and other persons who are directly responsible