Under the severe crackdown of regulatory authorities, insider trading can not escape the law.
According to the administrative punishment decision updated and disclosed on the CSRC website recently, the CSRC is Chen Haichang, the legal representative, shareholder and actual controller of Suzhou hairongtian Investment Co., Ltd. (now known as Suzhou hairongtian Enterprise Management Co., Ltd., hereinafter referred to as Suzhou hairongtian), and Cai Wei, the executive partner of Suzhou Jingrui Investment Center (limited partnership, hereinafter referred to as Jingrui investment), Hai Rongtian Shanghai Co., Ltd. filed a case for investigation and trial for the insider trading Taiyuan Lionhead Cement Co.Ltd(600539) of Zhou Xiao, the legal representative and general manager of Hai Rongtian Shanghai Co., Ltd.
The CSRC decided to confiscate 4.78 million yuan of illegal gains from insider trading from Chen Haichang and Cai Wei, and impose a fine of 9.56 million yuan on Chen Haichang and Cai Wei, of which Chen Haichang and Cai Wei bear a fine of 8.6 million yuan and 956000 yuan respectively. The illegal income of hairongtian Shanghai company of 3053200 yuan shall be confiscated and a fine of 6106400 yuan shall be imposed. Zhou Xiao, the person directly in charge, shall be given a warning and a fine of 150000 yuan. Zhou Xiao’s illegal income of 735800 yuan was confiscated and a fine of 1471700 yuan was imposed.
college students “tear their faces”
According to the investigation of the CSRC, on July 1, 2016, Taiyuan Lionhead Cement Co.Ltd(600539) (hereinafter referred to as Taiyuan Lionhead Cement Co.Ltd(600539) ) announced that Suzhou hairongtian and Shanxi Lu’an Engineering Co., Ltd. (hereinafter referred to as Lu’an Engineering) had transferred all the shares of the listed company held by the former controlling shareholder Taiyuan lion head group Co., Ltd. (hereinafter referred to as lion head group) through agreement transfer, and the transfer price was 18.75 yuan / share. At this time, Suzhou hairongtian holds 11.7% of the shares of the listed company and becomes the largest shareholder. Lu’an engineering holds 11.24% of the shares of the listed company and becomes the second largest shareholder.
From July 20 to 26, Taiyuan Lionhead Cement Co.Ltd(600539) terminated the major asset restructuring (sold the main cement business related businesses, assets and liabilities of the listed company to lion head group, and purchased 100% equity of Shanxi luanak carbon I Chemical Co., Ltd. in cash), announced it and held an investor briefing. Taiyuan Lionhead Cement Co.Ltd(600539) promised not to plan any major asset restructuring within 3 months after the announcement of the holding of the investor briefing, to continue to focus on cement, reform and innovation, improve quality and efficiency, and continue to actively look for business development opportunities in strategic industries, so as to optimize and improve the business structure and profitability of listed companies.
At the end of July and the beginning of August, Chen Haichang, song Mouzhen (Chairman and Taiyuan Lionhead Cement Co.Ltd(600539) supervisor of lion head group), Deng mouxin (former chairman and general manager and Taiyuan Lionhead Cement Co.Ltd(600539) director of lion head group), Hao ( Taiyuan Lionhead Cement Co.Ltd(600539) Secretary of the board of directors), Zhu moumin ( Sinolink Securities Co.Ltd(600109) business director of investment banking department) and others discussed the next plan after the termination of restructuring, and believed that listed companies must have business, It is basically determined to continue to look for new assets and inject them into the listed company, and then sell the relevant assets and liabilities of the main cement industry to lion head group. Later, Tao ( Taiyuan Lionhead Cement Co.Ltd(600539) legal representative, chairman and deputy general manager of Suzhou hairongtian) and Zhu started to look for and investigate the target enterprise, and consider the company with large assets at the initial stage.
On August 12, Taiyuan Lionhead Cement Co.Ltd(600539) issued the announcement on issues related to the company’s share transfer, saying that the termination of major asset restructuring will not affect the effectiveness of the share transfer agreement and related agreements between Suzhou hailongtian, Lu’an engineering and lion head group. It is also said that lion head group “will transfer all existing main business assets, liabilities and interests of the listed company” as agreed in the share transfer agreement and related agreements.
At the end of August and the beginning of September, Chen Haichang and Tao talked about that cement assets should be sold to lion head group according to the agreement, Taiyuan Lionhead Cement Co.Ltd(600539) the top priority is to protect the shell, first acquire assets, and turn to enterprises with small assets because listed companies have no cash.
At the end of September and the beginning of October, Chen Haichang, Tao and Meng Yijun (Chen Haichang’s friend, Taiyuan Lionhead Cement Co.Ltd(600539) director and general manager) drank tea and chatted. Meng Yijun mentioned Zhejiang long water purification industry Co., Ltd. (hereinafter referred to as long water purification industry) in Zhuji, Zhejiang Province.
On November 5, Chen Haichang and Hao went to Zhuji, Zhejiang Province and Taiyuan Lionhead Cement Co.Ltd(600539) signed the equity acquisition agreement of Longjing water industry.
On November 7, Taiyuan Lionhead Cement Co.Ltd(600539) issued the announcement on asset acquisition, saying that it planned to transfer 70% of the equity of long water purification industry with 116.2 million yuan in cash and become the controlling shareholder of long water purification industry.
On November 14, 2016, Taiyuan Lionhead Cement Co.Ltd(600539) announced the suspension of major asset restructuring.
To sum up, Taiyuan Lionhead Cement Co.Ltd(600539) in order to solve the plight of listed companies and continue to sell cement assets, the decision to find a trading scheme for new asset injection first belongs to a major event and belongs to insider information before information disclosure. At the end of July 2016, Chen Haichang, song Mouzhen, Deng mouxin, Hao and Zhu moumin discussed the next step plan after the termination of major asset restructuring, and basically determined the above-mentioned trading plan. Therefore, the formation time of inside information in this case shall not be later than July 31, 2016. On November 7, 2016 Taiyuan Lionhead Cement Co.Ltd(600539) , relevant announcements were issued to make the inside information public. Chen Haichang is an insider who knows the inside information no later than July 31, 2016.
In terms of Chen Haichang and Cai Wei’s insider trading ” Taiyuan Lionhead Cement Co.Ltd(600539) “, Cai Wei is the executive partner of Jingrui investment and has a close relationship with Chen Haichang, a college classmate. Both parties had frequent telephone contact from September 20 to November 7, 2016, especially after October 8, there were several calls almost every day.
On October 17, 2016, Jingrui investment signed a cooperation agreement with Jiangyin Huazhong Investment Management Co., Ltd. (hereinafter referred to as Huazhong investment), which agreed that Jingrui investment would contribute 30 million yuan and Huazhong investment would provide 90 million yuan for the purchase of ” Taiyuan Lionhead Cement Co.Ltd(600539) “. Cai Wei, as the executive partner of Jingrui investment, came forward to sign the above agreement.
The “Central China investment” account belongs to central China investment and is actually placed by central China investment traders. Cai Wei signed the investment proposal confirmation provided by Huazhong investment to confirm relevant transactions. During the sensitive period of inside information, the account made a profit of 4.78 million yuan, and the funds for trading ” Taiyuan Lionhead Cement Co.Ltd(600539) ” in the “Central China investment” account were provided by Chen Haichang.
The CSRC believes that before the disclosure of the inside information, Chen Haichang, as an insider of the inside information, provided funds and Cai Wei traded ” Taiyuan Lionhead Cement Co.Ltd(600539) ” through the “Central China investment” account, which is highly consistent with the inside information, and can not make a reasonable explanation or provide evidence to exclude him from using the inside information to engage in securities trading activities, Chen Haichang Cai Wei’s above acts constitute insider trading.
Cai Wei did not accept the notification and asked not to be punished. The reasons include that Chen Haichang himself, instructing others to make false statements and planting Cai Wei. The CSRC pointed out that the existing evidence is sufficient to prove that Cai Wei came forward to sign the capital allocation transaction agreement and investment confirmation to assist Chen Haichang in engaging in the transactions involved, and Cai Wei provided false statements when asked by investigators to help Chen Haichang evade supervision and law enforcement. However, considering that Cai Wei obeyed Chen Haichang’s arrangement, participated and cooperated in some links of the case, and the transaction proceeds flow to Chen Haichang, Cai Wei played a secondary role in the illegal act, which was fully considered by the CSRC when measuring the penalty.
divulge secrets to friends
Zhou Xiao and Chen Haichang have been friends for many years and live together in Suzhou. Chen Haichang trusted Zhou Xiao. Zhou Xiao wanted to establish a company in Shanghai. In July 2015, Suzhou hairongtian invested 90% and Zhou Xiao invested 10% to establish hairongtian Shanghai company. The specific affairs of the company were managed by Zhou Xiao. In July and August 2017, Zhou Xiao told Chen Haichang that he would set up a private fund. Suzhou hairongtian subscribed 5 million yuan of fund shares, accounting for 25% of the total funds raised. During the sensitive period of inside information, the two had a 14 second call at 21:23 on October 18, 2016.
In terms of insider trading ” Taiyuan Lionhead Cement Co.Ltd(600539) ” of hailongtian Shanghai company, hailongtian Shanghai company serves as the fund manager of hailongtian No. 1 private fund account, and Zhou Xiao, as the former legal representative and general manager of hailongtian Shanghai company, is the actual decision-maker of hailongtian No. 1 private fund account. As of the investigation date, the profit from trading ” Taiyuan Lionhead Cement Co.Ltd(600539) ” in the sensitive period of inside information of the account was 3053200 yuan.
In terms of Zhou Xiao’s insider trading ” Taiyuan Lionhead Cement Co.Ltd(600539) “, the profit of “Ding Mouyu” securities account during the sensitive period of insider information was 709400 yuan. The actual controller of “Ding Mouyu” securities account is Zhou Xiao. During the sensitive period of inside information, Zhou Xiao traded ” Taiyuan Lionhead Cement Co.Ltd(600539) ” by placing orders on mobile phones and computers.
The CSRC believes that Zhou Xiao has a close relationship with Chen Haichang, an insider of inside information, and the two have contact during the sensitive period of inside information. The behavior of Hai Rongtian Shanghai company using Hai Rongtian No. 1 private fund account and Zhou Xiao using “Ding Mouyu” securities account to trade ” Taiyuan Lionhead Cement Co.Ltd(600539) ” during the sensitive period of inside information is abnormal and highly consistent with the inside information, The above acts of the parties constitute insider trading.
(China Securities Journal)
