The Actual Controller Is Suspected Of Manipulating The Securities Market, And The Concept Package Is Refinanced Or The Case Is Broken

The suspected crime of manipulating the securities market by the actual controller was like thunder, which led to the stock price of Jinyun laser (300220. SZ) plummeted by 29.92% from August 18 to 20.

But the domino effect continues.

(the actual controller is suspected of manipulating the securities market) has a certain impact on the company's fixed increase refinancing. " Jinyun laser related personnel told the 21st century economic report, "the fixed increase refinancing plan has not been reported to the regulatory authorities."

According to the refinancing plan approved by the second extraordinary general meeting of shareholders of Jinyun laser in 2021, it is proposed to increase no more than 45.36 million shares and raise 215.7849 million yuan, all of which will be used for the operation and promotion of IP derivatives.

"The refinancing of Jinyun laser will probably be terminated." A listed securities firm investment bank thought, "regardless of whether the exchange and the CSRC agree, even with the fixed increase, it is difficult to find investors to subscribe to the current situation of Jinyun laser."

Jinyun laser, as a key case of securities compliance research of Capital Research Institute in the 21st century, will bring enlightenment and warning to the capital market for a long time.

Traces of manipulating the stock market

According to the announcement, Jinyun laser received a notice from the family members of Liang Wei, the controlling shareholder and actual controller, on August 17, 2021, that Liang Wei was under surveillance at the residence designated by Huai'an Public Security Bureau for suspected crime of manipulating the securities market.

Jinyun laser said that Liang Wei did not serve as the company's director, supervisor and senior officer, and the relevant matters need further investigation by the public security organs.

In fact, Liang Wei is not only the actual controller of Jinyun laser, but also the founder. Previously, he has been the chairman and general manager of Jinyun laser.

According to the historical announcement, Liang Wei submitted a written resignation report on February 22, 2016, resigning from the position of chairman and general manager of Jinyun laser. Liang Wei was replaced by his sister, Liang Ping, and Xiao Xuan, the daughter of Liang Ping, also became the director of Jinyun laser in the same period.

But as the founder and actual controller of Jinyun laser, Liang Wei only went from the front desk to the background. According to the announcement at that time, after resigning from the position of chairman and general manager, Liang Wei will serve as the operation consultant and director of digital emerging business development center in Jinyun laser.

"I believe that Liang Ping is just Liang Wei's vest." "In some ways, behind the scenes manipulation is more covert than the front desk," a secretary of a coastal listed company told the 21st century economic reporter

Liang Wei is suspected of manipulating the securities market. There are various market rumors, but there is no trace. Jinyun laser has launched two fixed increase refinancing plans since 2020.

On June 10, 2020, Jinyun laser announced that it planned to increase no more than 37.8 million shares and raise 740 million yuan for the expansion of automatic laser processing equipment and supporting services and three IP derivatives projects including IP derivatives blockchain.

However, after the issuance of the fixed increase refinancing plan, Jinyun laser's share price began to decline from the top of the stage. After that, Jinyun laser had to increase the fixed increase to no more than 45.36 million shares.

However, Jinyun laser stock price did not stop falling.

During this period, Jinyun laser launched a total of 14.55 million shares of restricted stock incentive plan in 2020, which determined the initial grant price of 31.74 yuan / share higher than the actual stock price at that time in a rare way, which aroused market concern and doubt.

However, Jinyun laser shares continued to fall.

Re examination shows that its share price has changed from 45.16 yuan / share on June 9, 2020 to 14.8 yuan / share on January 15, 2021.

On January 18, 2021, Jinyun laser announced that it had decided to terminate the issue of shares to specific objects and applied to Shenzhen Stock Exchange to withdraw relevant application documents.

Before the application for withdrawal of fixed increment, Jinyun laser had a strange phenomenon.

According to the disclosure of Shenzhen Stock Exchange on January 13, during the period from December 10, 2020 to January 13, 2021, Jinyun laser obtained 1.514 billion yuan from natural persons, accounting for 61.46%; Among them, small and medium-sized investors bought 1.078 billion yuan, accounting for 43.75%. Institutional investors accounted for 38.54%.

On June 22, 2021, Jinyun laser launched the fixed increase refinancing plan again, which was approved by the general meeting of shareholders on July 2.

Before this, Jinyun laser stock price suddenly soared, from June 3 to 10, 6 trading days, soared 72.58%.

"Liang Wei is suspected of manipulating the stock market because he intends to manipulate the stock price of Jinyun laser." An informed person told the 21st century economic reporter exclusively that "last year, the relevant parties noticed the abnormal situation of Jinyun laser and investigated Liang Wei's external partners."

Repeatedly touching the "red line" of supervision

Liang Wei's resignation as chairman and general manager of Jinyun laser has something to do with touching the "red line" of supervision.

According to the administrative punishment decision of the CSRC disclosed and received by Jinyun laser on November 5, 2015, from February 5 to March 17, 2015, the controlling shareholder, chairman and general manager of Jinyun laser, Liang Wei and the persons acting in concert reduced their holdings, accounting for 8.83% of the total share capital. They did not fulfill the reporting and disclosure obligations, and there was a reduction behavior within the limited transfer period.

Therefore, the CSRC imposed a fine of 400000 yuan on Liang Weichao's undisclosed share reduction and a fine of 12.8 million yuan on Liang Wei Chao's share reduction within the restricted transfer period, totaling 13.2 million yuan.

This not only directly led to Liang Wei's loss of the position of chairman and general manager, but also caused the abortion of Jinyun laser's fixed increase refinancing plan at that time.

By the end of 2014, Jinyun laser plans to issue no more than 10.08 million shares in private, raising 299.8 million yuan, all of which will be used to supplement the company's working capital.

As for the reasons for terminating the refinancing of fixed increase, Jinyun laser announced that because Liang Wei was subject to the administrative punishment of the CSRC, according to the relevant provisions of refinancing, the non-public offering of shares is not qualified to continue to advance.

But after Liang Wei resigned, Jinyun laser announced a major asset restructuring and refinancing.

On May 24, 2016, Jinyun laser disclosed the plan of issuing shares and paying cash to purchase assets and raising supporting funds. It plans to purchase 100% shares of interest advertising with a price of 700 million yuan by fixed increase and cash payment, and raise a matching fund of 520 million yuan.

Three months later, Jinyun laser terminated the restructuring and refinancing on the ground that "the raised matching funds cannot be used to supplement the circulating funds of listed companies and underlying assets".

After the reorganization and refinancing plan was announced, Jinyun laser also started stock price maintenance measures, and the controlling shareholders, persons acting in concert and the directors, supervisors and senior executives increased their holdings.

However, the increase is only symbolic. Jinyun laser's announcement shows that the amount of each increase is no less than 10% of the accumulated amount of reduction from January 1, 2015 to July 8, 2015.

Liang Wei and his people acting in concert have reduced their holdings within the limited transfer period in violation of the regulations, and so far the accumulated amount of reduction and cash out is quite large.

According to public information, at the beginning of Jinyun laser's listing, Liang Wei, Liang Ping and Jin Shengtong, acting in concert, jointly held 59.99% of Jinyun laser's total equity, of which Liang Wei directly held 54.85%.

However, as of June 16, 2021, Liang Wei's shareholding ratio was only 35.85%.

According to the first quarter report of this year, jinshengtong (quanshengtong) held 2.79% of the shares, compared with 3.71% at the beginning of listing; At the beginning of listing, Liang Ping, who held 1.43% of shares, has disappeared from the top 10 shareholders.

Based on this calculation, Liang Wei and the people acting in concert reduced their holdings of 21.35% of the total equity of Jinyun laser. According to the reduction plan, Liang Wei still had 2.436 million shares to be reduced before September 15 this year.

The 21st century economic reporter noticed that Liang Wei and the people acting in concert not only wantonly reduced their holdings but also deliberately concealed related party transactions.

According to the decision of Hubei securities regulatory bureau to issue warning letters to Jinyun laser, Liang Wei and Liang Ping on April 29, 2021, in December 2019, Guangshun Huijia, the third party, purchased 220 terminals from Jinyun laser, with the contract amount of 11 million yuan. On December 20, Guangshun Huijia paid 3.3 million futures funds according to the contract, and Jinyun laser confirmed 9.7345 million yuan of revenue in the current month.

However, after verification, 3.3 million yuan came from Xiao Xuan, a close relative of Liang Wei, the actual controller of Jinyun laser, and the director of Jinyun laser. The transaction between Jinyun laser and Guangshun Huijia is actually a related party transaction, which is led by Liang Wei. However, Jinyun laser disclosed the transaction according to the sales business with a third party, which was not reviewed and disclosed according to the related party transaction review procedure.

In addition, on January 7, 2019, Jinyun laser signed a terminal project development agreement with the then affiliated company doll No.1, and on April 7, 2020, Jinyun laser subsidiary signed a brand promotion agreement with doll No.

Hubei securities regulatory bureau pointed out that Liang Wei, the real controller of Jinyun laser and director of digital emerging business development center, was mainly responsible for the company's IP derivatives business, leading and concealing related party transactions; On the premise that the project development agreement is a related party transaction, the chairman and general manager Liang Ping failed to inform the Secretary Office of the board of directors to perform the corresponding review procedures and do a good job of information disclosure, which violated the relevant provisions.

Operation logic of zombie company

Including the last two abortions of refinancing and the "jam" of refinancing caused by the actual controller's suspected crime of manipulating the securities market, the three refinancings of Jinyun laser so far have drawn a pause.

To make matters worse, Jinyun laser's first quarter report predicts that the cumulative net profit from January to June 2021 may be a loss.

In fact, Jinyun laser, which was launched in May 2011, is a real zombie company.

In the year of listing, Jinyun laser's net profit decreased by 39.54% year-on-year, and it had been in the decline channel for five consecutive years, with a loss of 14.868 million yuan in 2015.

Since then, Jinyun laser played a small profit and huge loss of the cycle of the game.

According to the statistics of the 21st Century Capital Research Institute, in 2016, it made a profit of 6.734 million yuan, and lost 42.3451 million yuan in 2017. In 2018 and 2019, it achieved a net profit of 7.142 million yuan and 4.2561 million yuan, a huge loss of 55.5257 million yuan in 2020, and a further loss of 4.5625 million yuan in the first quarter of this year.

According to the calculation, Jinyun laser, which has raised 210.4 million yuan from IPO, has a total loss of 51.8298 million yuan due to its profit and loss in the past 10 years (from 2011 to 2020).

In addition, since the listing of Jinyun laser, the dividend amount is only 9.31 million yuan. After deducting most of the money taken by Liang Wei and those acting in concert, investors get very little.

However, since Jinyun laser entered the capital market, the ability of speculation and deception is not trivial. Now it seems to mislead the market and investors.

In the prospectus, Jinyun laser claims that it will strive to achieve the business goal of about 500 million yuan in 2014.

According to the periodic report, the highest annual revenue of Jinyun laser is 222 million yuan in 2019, which is only 44.4% of the proposed target of 500 million yuan in 2014.

On June 20, 2014, Liang Wei, then chairman and general manager of Jinyun laser, declared to more than 100 institutional investors, media and suppliers that "our dream is to achieve tens of billion yuan in 3D printing business of the company within five years, and to achieve 2 billion yuan conservatively.".

Liang Wei also said that in the field of wedding and children's imaging, there is a 40 billion yuan market every year, "we take one percent of the market as a very big cake.".

However, as time goes by, the 3D and other revenue of Jinyun laser in 2020 is only 26.3987 million yuan, which is only 1.3% of the above 2 billion yuan.

However, as the leading stock of 3D printing concept at that time, Jinyun laser's stock price soared several times, and the highest market value reached 11.485 billion yuan. The actual controllers and directors, supervisors and senior executives who took the opportunity to reduce their holdings made a lot of profits.

However, Jinyun laser, which once had many hot concepts such as blockchain, virtual reality, 3D printing, components and other hot concepts, has a market value of only 1.934 billion yuan with the continuous bursting of the bubble.

Jinyun laser concept hype is rampant, but also inseparable from the organization.

According to the public information, Guotai Junan is the one who recommended Jinyun laser most. In 2020, it issued several securities research reports and gave Jinyun laser investment rating of increasing its holdings, with target prices of 75.48 yuan and 62.88 yuan respectively. But by the end of August 20 this year, Jinyun laser stock price was only 12.81 yuan / share.

Now, Liang Wei is under surveillance for his suspected crime of manipulating the securities market, and Jinyun laser's financial bath and concept packaging, which are questioned by the market, may be uncovered one after another.

"At present, there is no other person involved in the company (Liang Wei is suspected of manipulating the securities market), and we are not very clear about the specific situation of the case." Jinyun laser related personnel to the 21st century economic report reporter said.