Shine Trader Live reports:
After three price limits, Tianyin holdings, which was questioned by the market, replied to the attention letter of the exchange this morning. The company disclosed that the mobile phone brand business planned to participate in the joint acquisition is not glory, but the mobile phone sub brand of Tianlong mobile.
For the share price has more than doubled since the end of July, which coincides with the reduction of shareholders holding more than 5%, Tianyin Holdings said in the reply to the notice in the attention letter that the parties to the transaction did not conduct preliminary negotiation and contact until September 1, 2021, which is not related to the reduction plan of Beijing trust.
Tianyin holdings insisted that after self-examination, the company did not violate the fair disclosure of information, disclose insider information in advance, and the relevant insiders did not have insider trading.
Acquisition object surfaced
On the evening of September 10, it announced that it planned to participate in the joint acquisition of a mobile phone brand business. On September 12, it received a letter of concern from the Shenzhen Stock Exchange, requiring Tianyin holdings to disclose the transaction subject matter and the basic information of all parties involved in the transaction.
On September 15, Tianyin holdings disclosed the basic information of the acquisition object and joint acquirer in the reply announcement of the attention letter. Tianyin Holdings said that the transaction did not involve the glory brand trademark, some R & D and supply chain assets rumored in the market, and the market rumors were untrue. The counterparty of this transaction is Shenzhen Tianlong Mobile Technology Co., Ltd. (hereinafter referred to as “Tianlong mobile”), and the proposed acquisition scope involves the mobile phone sub brand trademark, some R & D, supply chain and other assets of Tianlong mobile.
Tianlong mobile is actually quite famous in the industry.
According to the investigation, Tianlong mobile was founded on June 10, 2005 with a registered capital of 1.5 billion yuan. Its business scope includes the design and development of wireless communication products, digital electronic products, computer software and hardware, scientific and technological information consulting, R & D, production and operation of GSM mobile phones, CDMA mobile phones, PHS mobile phones, 3G mobile phones, 4G mobile phones and peripheral accessories, and providing technical services for related products, Wholesale, export and related supporting business of mobile phones and raw materials.
Tianlong mobile is deeply engaged in ODM business. Its sales network is spread in nearly 80 countries around the world, and its business realizes multi-dimensional and all-round customer group coverage.
The joint acquirer of this transaction is Dongguan Financial Holding Group Co., Ltd., a wholly-owned subsidiary of Dongguan SASAC, established on September 20, 1996 with a registered capital of 5.3 billion yuan. At present, Tianyin holdings is only one of the acquirers involved in this transaction. It is expected that after the completion of the transaction, the proportion of equity held by the company in the subject business entity will be 25% – 35%, and the corresponding equity investment will be calculated by the equity method, which will not change the scope of the company’s consolidated statements for the time being.
According to Tianyin holdings, it is preliminarily judged that the assets involved in the acquisition belong to the subsidiaries of the counterparty registered in many overseas countries and regions. The transaction is highly complex and difficult. The counterparty needs to establish a new company and reorganize the corresponding internal assets by the counterparty as the main body of the subject business to be acquired. Even if the transaction proceeds smoothly, it will not have a significant impact on the company’s performance in 2021.
Tianyin holdings stressed that this transaction is currently in the initial negotiation and planning stage, and has not signed any letter of intent or relevant transaction agreement with the counterparty on this matter. The company has not determined the specific transaction subject, the specific asset scope involved and the transaction consideration, and has not carried out due diligence, audit, evaluation and other related work.
Denied cooperating with shareholders to reduce their holdings and hype stock prices
Since the end of July, Tianyin Holdings has continued to rise sharply, with a cumulative increase of more than 200%. Before the sharp rise in the share price of Tianyin holdings, Tianyin holdings issued a pre disclosure announcement on the reduction of shareholders holding more than 5%.
This has aroused the concern of the exchange about whether the company’s information disclosure is true, accurate and complete, whether it cooperates with the reduction of shareholders’ holdings, and whether there is a motivation to hype the stock price.
In the reply to the notice of concern letter, Tianyin Holdings said that the parties to this transaction did not conduct preliminary negotiation and contact until September 1, 2021, and there was no connection with the reduction plan of Beijing trust.
On May 12, 2021, Tianyin holdings disclosed that Beijing International Trust Co., Ltd. – Tianyin holdings equity investment trust (formerly Gannan fruit industry) (hereinafter referred to as “Beijing trust”), a shareholder holding more than 5%, plans to reduce the company’s shares by centralized bidding or block trading within 6 months after 15 trading days from the date of announcement (accounting for 3% of the total share capital of the company).
Tianyin holdings pointed out that the company disclosed on July 2, 2021 that Beijing trust reduced the company’s shares by a total of 10.251 million shares through the Shenzhen stock exchange system, accounting for 1.00% of the company’s total share capital; on September 3, it disclosed that the implementation time of Beijing trust’s share reduction plan has been more than half, and Beijing trust has reduced 10.251 million shares in total, and the reduction plan has not been implemented yet; since then, Beijing trust has reduced its shares in September 2021 On September 8 and September 9, 450000 shares and 550000 shares of the company were reduced through the Shenzhen stock exchange system.
Tianyin Holdings said that up to now, in addition to the share reduction plan disclosed on May 12, 2021 being implemented by Beijing trust, the controlling shareholders, shareholders holding more than 5% and directors, supervisors and senior executives of the listed company have not changed in the three months before the transaction announcement, and the company has not received any oral or written notice of its intention to increase or reduce its shares in the company in the next three months. In addition to the transaction announcement In addition to the content, Beijing trust is unaware of the specific content of this transaction. There is no situation that the company cooperates with shareholders to reduce their holdings, and there is no motivation to hype the stock price.
Tianyin holdings also stressed that at the beginning of this major event planning, the company signed a confidentiality agreement with all parties to the transaction In accordance with relevant laws and regulations, the company has established an insider file on the matter, and read out and emphasized the insider management system to relevant personnel. After verification, the company has strictly complied with the requirements of relevant laws and regulations before the formal disclosure of relevant information, and there is no disclosure of insider information in advance, and there is no insider trading for relevant insiders.
Reprint indicated source：Shine Trader Limited Live information