According to the data, as of March 8, the important shareholders of 671 listed companies in Shanghai and Shenzhen had reduced their holdings. Among them, more than 5 important shareholders of 21 companies reduced their holdings during the year.
The reporter of Securities Daily found that at least 15 listed companies admitted in the announcement that the shareholders of the company had changed their shares in violation of regulations. In addition, some shareholders of some companies illegally changed their shares, although they were relatively “hidden”, but they still failed to escape the supervision of the regulatory authorities.
Zheng Jianou, a senior partner of Beijing Hairun Tianrui law firm, said in an interview with the Securities Daily that “after the incident, shareholders who illegally reduce their holdings often avoid the important and ignore the important and try to evade responsibility on the grounds of misoperation or lack of understanding of the rules, which just reflects their fluke. All kinds of subjects in the capital market should fully understand the consequences of the violation and consciously abide by the law and regulations.”
“misoperation”
became the main reason for violation
Referring to the announcements of Listed Companies in the two cities, it can be seen that most of the explanations of the announcements attributed the reasons to “misoperation”: the parties’ misoperation was not subjective and intentional, deeply recognized the seriousness of the violations, took the initiative to review the board of directors of the company and apologize to the majority of investors for the illegal reduction of shares.
In addition, the company attributed the violation to the unskilled business of the operators. On March 2, V V Food & Beverage Co.Ltd(600300) said in the announcement, “the reduction was not subjective and intentional, mainly because the newly hired staff were not familiar with the reduction regulations, which led to the illegal reduction of some of the company’s shares during the above-mentioned period.”
On February 28, the shareholder Weiwei group reduced its shares accounting for 0.1289% of the company’s total share capital through centralized bidding transactions. After the share reduction, Weiwei group holds 2.88% of the company’s total share capital. According to the relevant provisions of the Shanghai Stock Exchange, if the major shareholders reduce their holdings by means of agreement transfer and no longer have the status of major shareholders after the reduction, if they reduce their holdings through centralized bidding trading within 6 months, they shall report the record reduction plan to the Shanghai Stock Exchange 15 trading days before the first sale of shares and make an announcement. After verification by the company, Weiwei group has reduced its shares in the company within 6 months from the date when the proportion of shares in the company is less than 5%, which constitutes an illegal reduction.
In this regard, Lawyer Wang Zhibin of Shanghai Minglun law firm said in an interview with the reporter of Securities Daily that if according to the relevant rules, shareholders should disclose the reduction plan in advance or fail to fulfill the announcement obligation when the share change reaches 5%, it is suspected to constitute a false statement. “Generally speaking, the important shareholders of the company have the information advantage. The reason why the relevant legal rules require the important shareholders to perform the obligation of announcement on the increase or decrease of Holdings under specific conditions is to protect the rights of small and medium-sized investors to conduct fair transactions. If the reducing shareholders fail to properly perform their obligation of information disclosure and there is a change in the share price in the same period, the damaged investors have the right to require the reducing shareholders to undertake Be liable for compensation. “
Lawyer Zheng Jianou said that selling stocks directly without announcing the reduction plan in advance belongs to the act of “failing to disclose information in accordance with the provisions” stipulated in Article 85 of the securities law. “Such acts may constitute both false statements and insider trading, depending on the specific facts. If they do not constitute insider trading, they can be treated as false statements. After all, there is no essential difference between such intentional non disclosure and the act of material omission in the disclosed information.”
earnings window period
shareholders should be cautious in changing shares
In addition to the above-mentioned reduction of shares, the reduction of shares by shareholders of some listed companies is “carried out secretly”.
On March 4, Yuan Cheng Cable Co.Ltd(002692) said that it had received the supervision letter because there were shareholders holding more than 5%. From November 15, 2019 to February 10, 2021, Yuan Cheng Cable Co.Ltd(002692) 4036 million shares were reduced, accounting for 5.62% of the total number of Yuan Cheng Cable Co.Ltd(002692) shares. When the proportion of Yuan Cheng Cable Co.Ltd(002692) shares decreased by 5%, Failed to fulfill the reporting obligation in time in accordance with Article 13 of the measures for the administration of the acquisition of listed companies, and has not yet issued the relevant equity change report.
In response to the above reduction, lawyer Zheng Jianou said that the securities law revised in 2019 has improved the level of investor protection, which is mainly reflected in the significant increase in the intensity of administrative punishment. For some serious violations, the CSRC has the right to issue a ten million yuan fine. The above judicial interpretation of the Supreme Court further defines the specific acceptance and trial rules of civil compensation cases of misrepresentation.
At present, it is in the period of financial report disclosure of listed companies, and the phenomenon of “stepping on thunder” will appear if the shares of important shareholders change slightly inadvertently. In this regard, lawyer Zheng Jianou reminded that the controlling shareholder, actual controller and Dong Jiangao shall not buy or sell stocks during the financial report disclosure window. This provision aims to prevent insiders from using important information for insider trading and market manipulation.
“Although the reduction of shareholders other than the above-mentioned persons in the window period may not involve insider trading, if the illegal reduction of shares does cause great changes in the trading price or trading volume, this behavior is in line with the provisions of the Supreme Court on the trial of civil compensation cases of false statements in the securities market, which came into force on January 22 this year According to the “material” conditions stipulated, small and medium-sized investors who have suffered losses have the right to claim compensation from shareholders who have illegally reduced their holdings. ” Zheng Jianou said.
