Media Questions St Yuyuan Reorganization Deposit Insider trading

August 31, 2010, the restructuring process, the brink of the brink of the city of St Yuyuan issued three equity investment announcements, plans to acquire Sichuan Xin Wei, Xichang Nanako and Lingyuan St. Three gold Mine equity, the move not only caters to the current hot gold concept of the first name, More so that Yuyuan's main business from the gross margin are negative chemical ceramics transformation for high gross margin of gold mining, so that the company's shareholders have gained great benefits.　　This is a "crow to Phoenix" of the happy event, but the same day issued a non-public issue of stock plans, will originally won the restructuring deduction into a disguised insider trading. First, the emergency set up shell company St Yuyuan Notice said, will be 7.45 yuan/share price to 6 institutional investors targeted 68 million shares, of which 3 companies are St Jade source of senior executives to set up the "Shell" Company, respectively: Beijing Road Source, chairman Lu Lin holding 40% equity, The participation of the 15 million shares, Xuyi Silver letter, Chairman Lu Lin and Vice President Wu Honglin respectively holding 70% and 30% stake, the participation in the purchase of 15 million shares, Xuyi Jintai, finance director Hou Xian and Dong Secretary Zhang each holding 50% shares, the participation in the purchase of 8 million shares.　　Three companies are to carry out other business companies, especially Xuyi silver letter and Xuyi Jintai, are set up in August 2010, is clearly dedicated to participate in the St Yuyuan directional Additional layout of the "pieces." How much can these executives benefit from the creation of shell companies to participate in targeted offerings? Only to Chairman Lu Lin, for example, through the two shell companies to participate in the subscription stock 16.5 million shares (Beijing Road source subscription 15 million shares x40%+ Xuyi silver letter subscription 15 million shares x70%),　　With directional additional price of 7.45 yuan and the announcement of the highest price of St Yuyuan 11.28 yuan calculation, can profit 63.195 million yuan, equal to St Yuyuan June 2010 End of the net assets of 113 million yuan 56%. Second, the quality of the reorganization of the assets of the St Yuyuan due to two consecutive years of losses, and still loss in the middle of this year, if no substantial reorganization action, will be sliding into the abyss of suspension of the market. As a result, a large stake in the hands of the actual control person will become a pile of waste paper.　　In the rush to seek a reorganization plan process, will inevitably lead to the reorganization of assets quality control LAX. In the case of Sichuan Xin Wei Mining, one of the bid of equity, 36.88 million yuan is 7 prospecting warrants, and there is still uncertainty as to when the mining right can be obtained. At the same time, the main assets for the estimated gold resources reserves of 2712.14kg Migen Liangzi Gold deposit, the validity of the prospecting certificate is April 19, 2010, has expired.　　And from the St Yuyuan follow-up Notice, by the middle of October still failed to complete the extension procedures, "the completion of the time is still uncertain", how can not be worried about the actual value of the acquisition of assets? Third, the emergency suspension of inflation in accordance with the St Yuyuan Investment Bulletin, August 21 signed a Xin-Wei mining Equity transfer contract, August 20 signed the Lingyuan of the equity transferLet the contract, August 23 signed Xichang Nanako Land Equity transfer contract, and St Yuyuan from August 24 began to suspend business, until the targeted additional plans with investment announcements issued. The day before the signing of the equity purchase contract, the following is a smooth suspension, such efficiency can not but surprising. From the St Yuyuan before suspension of the quiet stock price trend to see, the acquisition of the relevant information is really tight blockade, but St Yuyuan executives are aware, Stadium, long time will not be able to leak information led to a sharp rise in stock prices, which led to the reference to "the first 20 trading days before the announcement of the average price" The directional additional price rises up.　　Driven by huge profits, St Yuyuan's executives are unusually efficient in dealing with the stock suspension, in order to maximize the protection of the low price of directional additional, it is really well-intentioned. Four, disguised insider trading throughout St Jade source senior executives strictly control the entire operation process, from the establishment of shell companies to pave the way to the signing of the stock purchase contract to implement the reorganization of the content, and then to the emergency suspension of control of additional prices, and finally to the announcement of investment and the issuance of targeted additional plans to lock the death of the reorganization premium income, a long plan,　　Strict implementation of the benefits of conveying chain is clear, the ultimate goal is to belong to all shareholders of the reorganization of interests, through low-cost directional placement of the way to send a few people informed. Company executives who buy shares before the announcement are not guilty of insider trading; Can not enjoy the low price of 7.45 yuan, so deliberately to bypass the first-tier market to deceive, wantonly misappropriation of the excess proceeds of reorganization, and this and from the two-tier market to buy a low price of insider trading behavior what is the essence of the difference?