slotmannodepositbonus| The acquisition of cloud wealth futures is temporarily suspended! Nord shares also received a warning letter! Will the 80 million deposit be wasted?

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On the evening of May 6, Nord announced that the company had decided to suspend the acquisition of Cloud Fortune Futures Co., Ltd. (hereinafter referred to as "Cloud Fortune Futures") 90Slotmannodepositbonus.2% equity.

As for the reasons for the suspension, Nord shares said that as the current transaction time is not yet ripe, and the acquisition still needs to obtain the relevant regulatory authoritiesSlotmannodepositbonusWith the approval of the approval and qualification of shareholders, there is a great uncertainty in the final delivery of this transaction. During the execution of this transaction, there may be uncertainties or risks in many aspects, such as laws and regulations, performance ability, technology and market. In order to fully protect the rights and interests of listed companies and other shareholders, it is decided to suspend the acquisition of Cloud Fortune Futures Co., Ltd. 90SlotmannodepositbonusFulfillment of .2% equity.

Suspend the acquisition

Specifically, Nord shares plan to buy the 90.2% stake in Yunfu Fortune Futures Co., Ltd. Held by Xuno assets in cash, with a transaction consideration of 455 million yuan.

It is reported that the business scope of cloud wealth futures includes commodity futures brokerage, financial futures brokerage, futures investment consulting business, and the source of income mainly depends on the service fees collected from clients and the return of exchange fees, interest income and spot trading income. From January to November in 2021, 2022 and 2023, Cloud Fortune Futures achieved net profits of-11.3637 million yuan,-55.7422 million yuan and-36.7853 million yuan, respectively.

Nord Co., Ltd. is mainly engaged in the research and development, production and sales of electrolytic copper foil, its products are mainly used in the production of power lithium batteries, a small part of them are used in consumer batteries and energy storage batteries.

With regard to the proposed acquisition of 90.2% of the shares in Cloud Fortune Futures, Nord shares said that the company intends to acquire outstanding enterprises in the futures industry to provide the company with more comprehensive and diversified financial services and effectively improve its risk management ability. to achieve the goals of risk diversification, investment return improvement and capital management optimization, to achieve the goal of integrating the industrial chain and optimizing the supply chain.

However, the continued losses of the target company, whether there is business cooperation in cross-border mergers and acquisitions, high premium acquisitions and other issues, let the exchange to issue a letter of inquiry the day after the announcement.

Some market participants speculated that the inquiry letter from the Shanghai Stock Exchange may be one of the reasons for Norde shares to suspend the acquisition of cloud wealth futures shares.

While announcing the suspension of the acquisition, Nord shares also disclosed its response to the inquiry letter of the Shanghai Stock Exchange.

In view of this transaction, the Shanghai Stock Exchange requires Nord shares to combine business model, profit model, etc., to explain the cooperation between Yunfu Fortune Futures Co., Ltd. and listed companies, and to explain the reasons for the continuous loss of net profit of Yunfu Fortune Futures Co., Ltd. whether it is an excellent enterprise in the futures industry. Combined with the company's business performance and future development strategy, this paper explains whether cross-border acquisition of continuous loss targets is conducive to the integration of the company's industrial chain, optimize the supply chain, and enhance the profitability and sustainable operating ability of listed companies.

Nord shares said that although this acquisition is a cross-border acquisition of listed companies from manufacturing to the financial sector, it is also a further extension of the "industry + finance" strategy sought by listed companies based on their own business development needs. The company has been holding a 25% stake in Tianfu Futures Co., Ltd. many years ago. In recent years, it has been hedging non-ferrous copper through the derivatives market, which has achieved good results in controlling the cost of raw materials. The company is optimistic about the development prospect of China's futures industry, and hopes to make use of the characteristics and influence of the industry to further expand the business scope, seize the development opportunities of the futures industry, and further deepen the integration of industry and finance while doing a good job in the operation of physical enterprises. Enhance the company's comprehensive competitiveness.

The continuous negative net profit of cloud wealth futures is mainly due to the lack of business volume caused by its lack of physical business background, and it is also faced with insufficient capital to carry out a large number of business. The continuous losses in the early stage are mainly due to more investment in the early construction of the informationization of the futures system and the expansion of business channels. If the company completes the acquisition of cloud wealth futures equity, it can provide futures hedging consulting and brokerage business for related enterprises in the industrial chain, stabilize industry production costs, and introduce these businesses into the business of futures companies. Cloud Fortune Futures can effectively rely on the business industrial chain, capital and other advantages of listed companies to further improve business scale and profitability, enhance market share and industry status.

Executives are warned

In this acquisition, the company also has the problem of information disclosure.

As early as February 6, 2024, the company signed an "equity transfer agreement" with the other party of the transaction and paid 80 million yuan as a deposit. However, the company failed to disclose the transaction in a timely manner in accordance with the regulations and did not disclose it until April 9, 2024.

In this regard, the Jilin Securities Regulatory Bureau pointed out that the above acts violated the relevant provisions of articles 3, 22 and 24 of the measures for the Administration of Information Disclosure of listed companies (CSRC order No. 182). Chen Lizhi, chairman of the company, Xu Songqing, then general manager, Wang Handuo, secretary of the board of directors, and Wang Liwen, financial director, were responsible for the above violations.

Therefore, Jilin Securities Supervision Bureau issued warning letters to the company and Chen Lizhi, Xu Songqing, Wang Handuo and Wang Liwen.

In view of the above situation, the company also explained in its reply.

According to Nord, the company commissioned an evaluation company to conduct the evaluation at the end of December 2023, and then commissioned an audit institution to conduct an audit in early January 2024. Understand the general financial situation and valuation of the underlying assets through the reports of the above-mentioned third-party organizations. And initially determined the purchase intention, decided to formally enter the market for the purpose of acquisition to make a detailed adjustment (previously only commissioned a third-party organization to conduct an audit evaluation). Due to the high proportion of equity to be acquired, the market adjustment for the purpose of acquisition may have some impact on the operation of the target company, so the other party of the transaction requires the company to sign the agreement and pay the deposit before formally entering the market. But at the same time, it is also agreed that if the result of the adjustment does not meet the expectations of the buyer, the buyer has the right to decide whether to continue to implement the agreement within 3 days from the date of completion of the due diligence, and if the buyer decides to terminate this agreement, the seller shall return the deposit received to the buyer within 3 working days, and both parties shall not be liable for breach of contract.

Therefore, until April 2024, the company's management decided to continue promoting the transaction based on the results of due diligence and the multi-dimensional demonstration of this matter in the audit report, evaluation report and feasibility study report. The matter was submitted to the company's board of directors for review. On April 8, 2024, after review and approval at the 29th meeting of the company's 10th board of directors, the company signed a "Supplementary Agreement" with the counterparty. The "Supplementary Agreement" determines the buyer's purchase intention, and at the same time, the deposit was adjusted to formally form a transaction deposit, which was disclosed on the same day. There were cases where the information was not disclosed in a timely manner.

However, many investors still have concerns. Now that the full adjustment deposit has formed a transaction deposit. If the transaction is terminated, can the above deposit be recovered?

(Article sourceslotmannodepositbonus: International Finance News)