Recently, big data Bull Stock Yimikang Tech.Group.Co.Ltd(300249) received a letter of concern due to abnormal stock price fluctuations. When announcing the fluctuation of stock price changes, Yimikang Tech.Group.Co.Ltd(300249) disclosed the reduction behavior of the daughter of the actual controller, including centralized bidding and block trading.
Although the reduction of holdings through centralized bidding is not within the disclosure requirements, whether the bulk trading part needs pre disclosure Yimikang Tech.Group.Co.Ltd(300249) in response to the reporter, the relevant reduction rules only require major shareholders to share the reduction amount with their persons acting in concert, and do not require persons acting in concert to reduce their holdings separately, which needs to comply with the provisions of pre disclosure. Sun Haohao, the daughter of the company and the actual controller, did not violate the reduction rules.
no “mark” related to rule change
Recently, big data Bull Stock Yimikang Tech.Group.Co.Ltd(300249) received a letter of concern. From February 18 to February 23, 2022, Yimikang Tech.Group.Co.Ltd(300249) stock price rose by the limit for four consecutive trading days, with a cumulative increase of 107.48%. During this period, it reached the standard of abnormal fluctuation of stock trading twice. The Shenzhen Stock Exchange also requires the company to verify and explain whether the controlling shareholders, actual controllers, directors, supervisors, senior managers and their immediate family members have bought and sold the company’s shares in the recent month and whether there is a reduction plan in the next three months.
In the previous announcement, Yimikang Tech.Group.Co.Ltd(300249) disclosed that sun Haohao, the daughter of the actual controller, had reduced her holdings on February 22 and February 23. However, it is strange that the data of his daughter’s shareholding reduction did not leave a mark in the column of directors, supervisors and relevant personnel of Shenzhen Stock Exchange. According to the remarks of relevant personnel, it includes the parents, spouses, children, brothers and sisters of directors, supervisors and senior managers of listed companies. Sun Yizheng is Yimikang Tech.Group.Co.Ltd(300249) chairman, and his daughter should be within the scope of relevant personnel.
Recently, there is still no information about sun Haohao’s reduction in the column of directors, supervisors and relevant personnel of Shenzhen Stock Exchange. On March 11, 2020, sun Haohao reduced her holdings of 1558000 shares, and the website has the record of her reduction as a director’s child.
It’s strange that sun did not leave a mark on his reduction this time. The reporter consulted the executives of some listed companies and the staff responsible for specific information Phi affairs.
For the system displaying directors, supervisors, senior managers and relevant personnel of listed companies, they said that it was mainly exchange monitoring and active reporting of listed companies.
“The company will also report. Even if it doesn’t report, the exchange will also have real-time monitoring. As long as there is a (shareholding) change, the exchange will automatically pop up.” A director of a listed company who declined to be named told reporters that the system did not show the changes in the shareholding of directors, supervisors and relatives, which may be that the listed company did not report.
Another person in charge of the letter Phi also said, “there is monitoring involved in the trade fair, and the registration company will also remind of shareholding changes.”
“Since the Shenzhen Stock Exchange has made a series of amendments to the rules, after June 12, 2020, the Shenzhen Stock Exchange only requires the share changes of directors, supervisors and senior managers of listed companies to be publicized on the official website of the Shenzhen Stock Exchange, rather than the share changes of close relatives of directors, supervisors and senior managers.” Yimikang Tech.Group.Co.Ltd(300249) relevant people said that according to the relevant rules of the Shenzhen Stock Exchange, the share changes of sun Haohao before June 12, 2020 have been publicized on the official website of the Shenzhen Stock Exchange, while the share changes after June 12, 2020 will not be publicized on the official website of the Shenzhen stock exchange due to the changes of relevant rules. In addition, after inquiry and verification, after the revision of the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (revised in 2020), the official website of Shenzhen Stock Exchange also did not publicize the share change information of close relatives of directors, supervisors and senior executives of other listed companies.
The reporter consulted the website information for nearly four months and did not find the shareholding changes of directors, supervisors and senior managers.
company: no violation of relevant rules on share reduction
Another key question is, as the concerted action person of Yimikang Tech.Group.Co.Ltd(300249) actual controller, doesn’t sun Haohao need to disclose in advance?
According to the company’s 2020 annual report, sun Haohao is the top ten shareholders of Yimikang Tech.Group.Co.Ltd(300249) , holding 5.155 million shares, with a shareholding ratio of 1.18%. Sun Yizheng, Zhang Wan, sun Jingjing and sun Haohao are persons acting in concert, holding more than 30% of the shares in total.
The chairman of a listed company who declined to be named told reporters that according to the identification of the person acting in concert in the administrative measures for the acquisition of listed companies, the children and the actual controller hold the shares of the same control subject, so we should abide by the provisions of the person acting in concert, “therefore, my personal understanding needs to be disclosed in advance.”
According to the specific provisions of the measures for the administration of the acquisition of listed companies, the number of shares held by multiple shareholders who constitute persons acting in concert will be consolidated and calculated, and as a whole, they will comply with the provisions of the detailed rules on the proportion of reduction and information disclosure.
In the standard of abnormal fluctuation of stock trading, Yimikang Tech.Group.Co.Ltd(300249) gives the reason that the shares of the company held by sun Haohao were purchased through centralized bidding and block trading through the Shenzhen stock exchange system, and its reduction does not need to be pre disclosed in accordance with the provisions of Several Provisions on reduction of shares by shareholders, directors, supervisors and senior managers of listed companies.
The reporter of “daily economic news” inquired about the relevant reduction regulations and found that centralized bidding is indeed not necessary, but it does not stipulate the purchase of large transactions. The original text of several provisions of the CSRC on the reduction of shares held by shareholders and directors, supervisors and senior managers of listed companies is that “these Provisions shall not apply to the reduction of shares of listed companies purchased by major shareholders through centralized bidding trading in stock exchanges.”
The Shenzhen Stock Exchange also only mentioned the reduction of shares obtained through centralized bidding transactions, excluding the purchase of block transactions.
In response to a reporter’s question on the implementation rules for the reduction of shares held by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange, “The detailed rules for implementation do not restrict the reduction of shares purchased through centralized bidding transaction. However, except for the shares purchased through centralized bidding transaction, any reduction of shares held by major shareholders, including shares before IPO, fixed increase shares, allotment of shares, and shares obtained through bulk trading, agreement transfer, judicial transfer, inheritance, etc., must comply with the detailed rules for implementation The provisions of the law. “
It is not difficult to find that it is clearly mentioned here that the acquisition of shares in block transactions needs to comply with the implementation rules. The implementation rules have strengthened the disclosure of share reduction. That is, major shareholders, directors, supervisors and senior executives shall disclose the reduction plan in advance, disclose the progress of reduction in the process, and disclose the completion of reduction afterwards by reporting and announcing to the exchange.
“The part involved in block trading needs to be disclosed. If there are shares restricted by the reduction regulations, priority should be given to reducing the restricted shares.” Wang huaitao of Shanghai Xingu law firm said that sun Haohao has a mixed shareholding situation of centralized bidding purchase and block trading purchase. According to the implementation rules, within the specified reduction proportion, it is deemed to have priority to reduce the shares restricted by the reduction regulations. For example, if the number of shares reduced by major shareholders through centralized bidding transaction does not exceed 1% of the total number of shares of the company within any continuous 90 natural days, the shares reduced shall be regarded as the shares subject to the reduction restrictions.
“The company and sun Haohao have not violated the relevant rules of reduction.” Yimikang Tech.Group.Co.Ltd(300249) relevant persons also responded to this. For the individual reduction of shares by the persons acting in concert of major shareholders, the relevant reduction rules only require the major shareholders to share the reduction amount with their persons acting in concert, and do not require the persons acting in concert to comply with the provisions of pre disclosure.
At the same time, at the beginning of 2020, sun Haohao informed the company that it had a reduction plan in the near future. In order to ensure that it did not violate the relevant provisions of reduction, the company carefully consulted the reduction rules and relevant regulatory opinions, and received the reply that the concerted action person did not need pre disclosure for individual reduction, sun Haohao carried out reduction on January 16, 2020 and March 11, 2020 respectively, According to the share change management rules of Shenzhen Stock Exchange at that time, its reduction was also publicized on the official website of Shenzhen Stock Exchange; At the same time, according to the regulations, the reduction of shares has also shared the reduction limit with major shareholders. The company has disclosed the announcement on the implementation progress of the reduction plan when the shareholding change of controlling shareholders, actual controllers and persons acting in concert reaches 1% on cninfo.com on May 19, 2020.
