/kloc-Sequela of "buy buy Buy" in October/October

In recent years, OCT Group (hereinafter referred to as "OCT"), which was "bought by buy buy", has fallen into a whirlpool of violations. 654381On the evening of October 28th, Yunnan Tourism Co., Ltd. (hereinafter referred to as "Yunnan Tourism"), a subsidiary of OCT, announced that due to suspected violation of securities laws and regulations, the evaluation agency operating the company's major asset restructuring was put on file for investigation, and related mergers and acquisitions had also been suspended. In addition to the violation of the acquisition process by external evaluation agencies, many senior executives in OCT were also punished for insider trading violations. In this regard, OCT Group made it clear in its reply to the beijing business today reporter that it would prevent the recurrence of violations by improving the management system and other work. It is generally believed in the industry that how to avoid the illegal behavior of insiders taking advantage of the acquisition loopholes is indeed a major examination question for OCT, which is racing around quickly.

external invasion

Assess the extent to which the company is dragged down by the investigation.

According to the Yunnan Tourism Announcement, Beijing Zhongqihua Assets Appraisal Co., Ltd. (hereinafter referred to as "Zhongqihua"), an appraisal agency of the company's major asset restructuring, has been placed on file for investigation for allegedly violating securities laws and regulations. According to the relevant regulations, Yunnan Tourism has applied to the CSRC to suspend the audit of the acquisition of Shenzhen OCT Cultural Tourism Technology Co., Ltd. (hereinafter referred to as "Lv Wen Technology") and obtained the permission of the CSRC. It is worth noting that in the past year, OCT has been trying to list Lv Wen Science and Technology, the main enterprise of its cultural technology industry sector, through the Yunnan tourism realization curve. Therefore, this important M&A project was "stopped" because the evaluation agency violated the rules, and many people in the industry were worried about the possible impact.

In this regard, the relevant person in charge of OCT stressed in an interview with beijing business today today that this incident will not have a significant adverse impact on Yunnan's tourism production and operation activities. Yunnan Tourism will actively cooperate with relevant intermediaries to complete the review procedures of application documents after the suspension of review of major asset restructuring, and apply for resumption of review in time according to the requirements of relevant laws and regulations after conditions are met. "The problem this time is because the appraisal company is suspected of violating securities laws and regulations when carrying out other projects, and it has nothing to do with major asset restructuring projects in Yunnan tourism."

However, the outside world's view is not as optimistic as that of OCT. "All capital operations will involve multiple intermediate links, such as financial consultants, sponsors and evaluation companies. If there is any problem in any of these links, the restructuring project will be suspended, and even if a new evaluation agency is replaced in the future, it will be subject to relevant review. This process is relatively long, which is likely to delay the process of mergers and acquisitions and financing, "a senior financial analyst pointed out. "And according to past experience, once important intermediaries are replaced halfway, the difficulty of restructuring will greatly increase."

Family disputes/disturbances

Executives are often involved in illegal events.

OCT, which seems to be implicated by "foreign invasion", is actually "internal worry" is quite serious. According to public information, in recent days, OCT has successively experienced problems such as illegal investment transactions by internal executives. In late June last year, the National Audit Office released the results of the 20 16 annual audit of OCT Group Co., Ltd., which showed that as of the time of audit, 9 senior executives of OCT Group/kloc-0 illegally contributed as much as 47 175300 yuan to become shareholders, and some shareholders engaged in similar business with their units.

Not only that, just ten days ago, the CSRC released the news that OCT executives were suspected of insider trading earlier this year. According to the CSRC, Zhu Desheng, an executive of OCT, is an insider of "OCT Western Investment bought 565,438+0% shares of Qujiang Wentou, changing the actual controller of Qujiang Lv Wen" and "OCT Group bought 265,438+0.04% shares of Xi 'an Catering, changing the controlling shareholder of Xi 'an Catering", and traded the shares of Qujiang Lv Wen and Xi 'an Catering during the sensitive period of inside information. Therefore, the CSRC punished Zhu Desheng's insider trading case according to law, confiscated his illegal income of 39,792.82 yuan and fined 79,585.64 yuan.

Regarding Zhu Desheng, OCT further revealed to beijing business today Today reporter that the group has set up an investigation team to investigate and will deal with it in strict accordance with the rules and regulations. At present, the parties concerned have been suspended. According to Yan Yuejin, research director of the think tank center of Yiju Research Institute, various loopholes in the internal risk control and management of OCT are the root causes of a series of recent problems, which will inevitably affect the subsequent project mergers and acquisitions of OCT and bring considerable pressure to OCT's plan to expand the listing of the cultural tourism sector.

danger

The internal control mechanism is not perfect.

"In fact, OCT, as a central enterprise, has the above-mentioned series of problems among internal executives, which is not only a problem at the decision-making level of the enterprise, but also shows the deficiency of the internal system and mechanism of the enterprise." Senior tourism expert Wang Xingbin said. Although OCT has made it clear that it will conduct a comprehensive investigation within the whole group and resolutely put an end to such incidents (Zhu Desheng is suspected of insider trading), it is undeniable that OCT, which was "bought by buy buy" in recent years, is facing new internal management challenges while becoming an aircraft carrier enterprise in the cultural tourism industry.

In the process of large-scale M&A, it is not uncommon for OCT to have projects of 10 billion yuan and 100 billion yuan. In the first half of last year alone, OCT acquired a total construction area of 3.28 million square meters. According to the data of Ke Rui, OCT has successfully acquired 10 land projects with a total land price of1270 million yuan and a total equity investment of 7.4 billion yuan through various means such as market auction, cooperative land auction and equity acquisition.

It is generally believed in the industry that under the background of frequent mergers and acquisitions, it is really difficult for OCT with many problems to improve its internal control mechanism. Yan Yuejin bluntly said that as a central enterprise, OCT has multiple business branches, and the management of each department holds certain power. If supervision is not in place, it is likely that there will be some loopholes that can be exploited, and it is difficult to put an end to illegal activities. "If there are major violations of laws and regulations in succession, it may also enter the blacklist of the CSRC." The aforementioned senior financial analyst also pointed out that "OCT, which is in a period of rapid development and expansion, needs to further streamline its corporate governance system, otherwise it will not be ruled out.