Securities code: 002548 securities abbreviation: Shenzhen Kingsino Technology Co.Ltd(002548) Announcement No.: 2022-011 bond Code: 128036 bond abbreviation: Jinnong convertible bond
Shenzhen Kingsino Technology Co.Ltd(002548)
Announcement on shareholders holding more than 5% of shares receiving the decision on administrative punishment of CSRC
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are responsible for false records, misleading statements or major omissions in the announcement.
Zhoushan Dacheng Xinnong equity investment partnership (limited partnership) (hereinafter referred to as Dacheng Xinnong), a shareholder holding more than 5% of Shenzhen Kingsino Technology Co.Ltd(002548) (hereinafter referred to as the “company” or ” Shenzhen Kingsino Technology Co.Ltd(002548) “), received the investigation notice issued by China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) on November 6, 2020. Details are disclosed in the securities times, Shanghai Securities News, China Securities News and cninfo.com on November 9, 2020（ http://www.cn.info.com.cn. ）Announcement on shareholders holding more than 5% of shares receiving the notice of case filing and investigation from CSRC (Announcement No.: 2020-175).
On January 12, 2022, the company received the decision on administrative punishment (No. [2021] 125) issued by China Securities Regulatory Commission forwarded by Dacheng Xinnong.
1、 Main contents of the decision on administrative punishment
Party: Zhoushan Dacheng Xinnong equity investment partnership (limited partnership), address: Dinghai District, Zhoushan City, Zhejiang Province.
Wang Jianneng, male, born in June 1965, was the executive partner of Dacheng Xinnong, and his address is Nanshan District, Shenzhen City, Guangdong Province.
Dou Xiaoyu, male, born in July 1989, address: Huaiyin District, Jinan City, Shandong Province.
According to the relevant provisions of the securities law of the people’s Republic of China revised in 2005 (hereinafter referred to as the securities law of 2005), the CSRC investigated and tried the manipulation case of Dacheng Xinnong and Dou Xiaoyu according to law, and informed the parties of the facts, reasons and basis of administrative punishment and the rights enjoyed by the parties according to law. At the request of Cheng Xinnong and Dou Xiaoyu, the CSRC held a hearing and listened to the statements and arguments of the parties. Wang Jianneng neither applied nor made a statement or defense. The investigation and trial of this case have been concluded.
It is found that Dacheng Xinnong and Dou Xiaoyu have the following illegal facts:
（1） Dacheng Xinnong and Dou Xiaoyu conspired to maintain the share price
Since 2018, Shenzhen Kingsino Technology Co.Ltd(002548) share price has continued to decline, and the equity pledge proportion of its former controlling shareholder Dacheng Xinnong has continued to rise. On June 15, 2018, seven major investors of Dacheng xinnongjing made a decision and agreed that the executive partner Wang Jianneng would conduct market value management to deal with the equity pledge crisis.
In August 2018, Wang Jianneng and Dou Xiaoyu reached a cooperation with the goal of maintaining the Shenzhen Kingsino Technology Co.Ltd(002548) share price above the closing line of equity pledge. Wang Jianneng paid a deposit of no more than 10 million yuan. Dou Xiaoyu allocated funds in a ratio of 1:2. Dou Xiaoyu was responsible for placing orders in the allocation account. Wang Jianneng could log in to the account to view the transaction, but could not place orders. From August 20 to 24, 2018, Wang Jianneng transferred RMB 3 million to Dou Xiaoyu through relevant accounts, and the cooperation between the two sides entered the substantive operation stage.
（2） Accounts used by Dacheng Xinnong and Dou Xiaoyu
During the period from August 20, 2018 to February 22, 2019 (hereinafter referred to as the manipulation period), Dou Xiaoyu controlled the use of 36 securities accounts, including “Dou Xiaoyu”, “Gong Mouping” and “Huang mouguo”, and Dacheng Xinnong controlled the use of “Wang Mouqian” account to trade ” Shenzhen Kingsino Technology Co.Ltd(002548) “.
（3） Dacheng Xinnong and Dou Xiaoyu manipulate the share price of ” Shenzhen Kingsino Technology Co.Ltd(002548) “
In order to maintain the share price of ” Shenzhen Kingsino Technology Co.Ltd(002548) “, Wang Jianneng transferred a total of RMB 10 million to the bank account designated by Dou Xiaoyu from August 20 to September 19, 2018 as the transaction margin. Later, due to the decline of share price, Dou Xiaoyu requested to supplement the margin. Wang Jianneng transferred RMB 10 million to the account designated by Dou Xiaoyu from October 10 to 19 and October 25 to November 23, 2018 10.3 million yuan.
During the period from August 20, 2018 to February 22, 2019, Dacheng Xinnong and Dou Xiaoyu concentrated their capital advantages and shareholding advantages to affect the transaction price and transaction volume of ” Shenzhen Kingsino Technology Co.Ltd(002548) ” by means of continuous trading and trading between accounts under their actual control. After calculation, the total profit of the account group is 13069210.58 yuan. 1. Centralized capital advantage, shareholding advantage and continuous trading
Among the 122 trading days during the manipulation period, the trading days of the account group are 121 days, including 109 days with buying behavior and 99 days with selling behavior.
2. Transactions between accounts under their actual control
During the manipulation period, the account group was reversed in 43 trading days, with a total trading volume of more than 5.41 million shares. Among them, there are 9 trading days when the account group’s reverse trading volume accounts for more than 10% of the market bidding trading volume, and 2 trading days when it accounts for more than 20%, with the highest proportion on August 22, 2018 and the reverse proportion of 27.63%.
The CSRC believes that the above-mentioned acts of Dacheng Xinnong and Dou Xiaoyu violate the provisions of items 1 and 3 of paragraph 1 of Article 77 of the securities law of 2005, and constitute the manipulation of the securities market described in article 203. Wang Jianneng is the person in charge directly responsible for Dacheng Xinnong’s manipulation of the securities market.
During the hearing, the party Dacheng Xinnong put forward the following defense opinions:
First, Dacheng Xinnong considered appropriate market value management measures to prevent the collapse of pledge positions. The cooperation with Dou Xiaoyu was based on the starting point of maintaining the company’s share price and protecting the common interests of major shareholders and shareholders. Subjectively, it had no intention to manipulate the market.
Second, Dacheng Xinnong did not directly or indirectly manipulate Shenzhen Kingsino Technology Co.Ltd(002548) shares, did not know the specific account name and transaction method of Dou Xiaoyu’s transaction, and did not agree to obtain illegal income from Dou Xiaoyu. Therefore, it should not be recognized as the subject of illegal manipulation.
Third, Dacheng Xinnong has no profit, and its illegal income should not be confiscated. After the cooperation between Dacheng Xinnong and Dou Xiaoyu, he has not recovered the invested principal from Dou Xiaoyu, let alone obtained any income. Even if the behavior involved constitutes market manipulation, Dou Xiaoyu shall bear all the illegal income, and Dou Xiaoyu and Dacheng Xinnong shall bear half of the fine respectively.
Dou Xiaoyu, the party concerned, requested exemption from administrative punishment. His main defense opinions are as follows:
First, Dacheng Xinnong is the initiator and leader of the cooperation. The respondent did not actively contact Dacheng Xinnong, but formed the cooperative relationship through the matching of others.
Second, in the cooperation, the respondent assumes the role of allocating funds and implementing some account transactions according to the requirements of the other party. There is no written agreement on the cooperation between the two sides. The cooperation content is generally as follows: Dacheng Xinnong first provides a deposit of 10 million yuan, Dou Xiaoyu provides an account and capital allocation, and operates the transaction according to Wang Jianneng’s instructions (relayed through an intermediary). When the stock price is lower than 7.1 yuan, it needs to buy continuously to maintain the stability of the stock price, and Dacheng Xinnong pays an operating fee (consulting fee) of 1.2 million yuan per year.
Third, the account actually controlled and used by the defendant was identified incorrectly, the facts were unclear and the evidence was insufficient. First, some account holders such as “Hong mouzhong” and “Xu mouhui” did not investigate and collect evidence or only explained the law enforcement situation, so there was a lack of evidence. Second, except for the 11 accounts of “Dou Xiaoyu” and “Yang” and the “Huang Mou Guo” admitted by the respondent, there is no direct evidence such as single phone, IP / Mac and capital exchange to prove that Dou Xiaoyu has been used. Among them, “Gong Mouping”, “Gong moukui” and “Li” accounts are controlled by Gong Mouping himself, and Dou Xiaoyu only borrowed them briefly in the trial stage before cooperation with Dacheng Xinnong. Third, the existing evidence is not enough to exclude other possibilities. Even if the MAC addresses of transactions in some of the accounts involved overlap, it cannot be proved that the relevant acts were carried out by Dou Xiaoyu. The transaction IP / MAC addresses involved in the account involved are numerous, and the login or transaction traces of Wang Jianneng and the respondent cannot be distinguished only from the file materials. Fourth, some account login logs are missing, and the probative force is questionable. Fifth, with regard to the account table documents in Wang Jianneng’s mobile phone recovery data, the corresponding time, evidence collection process and method of the evidence are unknown, and its probative force is not recognized.
Fourth, the defendant’s behavior does not constitute manipulation of the stock price. First, the content of Dou Xiaoyu’s cooperation with Dacheng Xinnong is capital allocation and trading. The purpose is to maintain the stability of the stock price. There is no subjective intention of colluding to manipulate the illegal profits of the stock, nor does it involve any illegal acts such as raising, bewitching and trading. In the whole process, there are no harmful consequences such as sharp rise and fall of stock prices and damage to the interests of relevant market subjects, and the illegality is low. Second, the defendant did not make use of the capital advantage and shareholding advantage to continuously manipulate the transaction, and did not think that he had this advantage. The standards of the CSRC on the use of position advantage and capital advantage manipulation are not disclosed, and it is impossible to say whether the amount of capital and shareholding ratio of the respondent and relevant subjects constitute manipulation.
Fifth, the identification of illegal income in this case is wrong and the division of responsibility is biased. “Wu mouxin”, “Xu mouhui” and other accounts that are not controlled and used by the defendant shall not be included in the calculation scope of the defendant’s illegal income. Meanwhile, as the initiator and leader of cooperation, Dacheng Xinnong is the biggest beneficiary and should bear the main responsibility.
After review, the CSRC will not accept the above defense opinions of the parties for the following reasons:
First, the identification of joint manipulation. First of all, the facts and evidence of the whole case are sufficient to determine that during the period from August 20, 2018 to February 22, 2019, the party Dacheng Xinnong and Dou Xiaoyu cooperated in the way that one party provided margin, the other party allocated capital and operated the market, and affected the price of ” Shenzhen Kingsino Technology Co.Ltd(002548) ” through continuous trading, contrarian trading and other means, in accordance with Item 1, paragraph 1, Article 77 of the securities law of 2005 According to the third provision, Dacheng Xinnong’s and Dou Xiaoyu’s actions constitute joint manipulation of the securities market. Secondly, although the defense of the parties in this case on the motivation, purpose and harmful consequences of their behavior of safeguarding the stock price can be considered as a penalty factor, it does not affect the composition of the illegal act of market manipulation itself. Thirdly, Dacheng Xinnong and Dou Xiaoyu agreed to manipulate the stock price and cooperated to complete the behavior affecting the stock price. I will believe that the parties have sufficient factual basis for conspiring to manipulate the stock price. Dou Xiaoyu argued that he was trading at the request of Dacheng Xinnong, and Dacheng Xinnong argued that his failure to place an order directly was not a legitimate reason for his exemption from joint illegal liability, and his defense claim could not be established. Finally, whether to publish the specific identification indicators of securities market manipulation is not a prerequisite for our commission to apply the relevant provisions of the securities law to punish illegal acts of market manipulation. In this case, the parties have the subjective intention to manipulate the stock price, and the positions and funds of the account group they control have significant advantages over ordinary investors. During this period, the purchase volume, sale volume and trading volume are significantly higher than ordinary investors. We will determine that it is not improper for them to concentrate their funds and shareholding advantages and affect the ” Shenzhen Kingsino Technology Co.Ltd(002548) ” stock price through continuous trading.
Second, on the legitimacy of investigation and evidence collection procedures. First of all, with regard to the question raised by Dou Xiaoyu about the failure to investigate and collect evidence from some account nominees, we believe that some account nominees such as “Hong mouzhong” in this case are not illegal parties. When the existing evidence is sufficient to prove that the relevant account actually controls the user, we fail to investigate and inquire their account nominees, which does not affect the determination of the facts of the case, Nor does it constitute a lack of investigation procedures. Secondly, as for Dou Xiaoyu’s question about the evidence collection procedure of the account table file in Wang Jianneng’s mobile phone recovery data, I will believe that the above evidence was extracted from Wang Jianneng’s mobile phone by the investigators according to law. The evidence collection personnel, time, evidence collection method and process were recorded in the on-site records and signed by Wang Jianneng. The evidence collection procedure was not improper, Moreover, the contents of the account statement documents can be mutually confirmed with other evidence and should be accepted. Dou Xiaoyu claimed that the evidence collection procedure was illegal and did not recognize the effectiveness of evidence on the grounds that no seizure measures were taken. His claim was unfounded in the law. Third, the identification of account control relationship. First of all, we obtained a full set of information related to this case, such as account opening, login and entrustment data, from the account custody securities firm involved in the case according to law. There is no evidence to show that there are problems in the authenticity and probative force of the above evidence. Secondly, we did not determine the relationship of account control and use based on the coincidence of transaction MAC addresses or other single subjective and objective evidence, but comprehensively determined that the party Dou Xiaoyu controlled the use of the above 36 accounts during the period involved according to a number of evidence such as the party’s self recognition, the designation of the account’s nominal owner and relevant personnel, relevant electronic documents, account fund association, terminal Association and so on. The unknown login information of some accounts does not affect our determination of the control relationship of the account based on other subjective and objective evidence such as entrustment flow, records of relevant personnel and relevant electronic documents. Finally, the party Dou Xiaoyu claimed that some accounts were controlled and used by others, but failed to provide any evidence to prove it. I will not accept his claim.
Fourth, on the division of illegal income and responsibility. The illegal income in this case refers to the profit from manipulating the illegal act, rather than the income agreed to be distributed or actually obtained by the parties. According to the position and role of Dacheng Xinnong and Dou Xiaoyu in the joint manipulation in this case, I think it is not improper for the parties to bear 50% of the illegal responsibility. According to the facts, nature, circumstances and degree of social harm of the illegal acts of the parties, and in accordance with Article 203 of the securities law of 2005, the CSRC decides:
(I) for the collusion of Zhoushan Dacheng Xinnong equity investment partnership and Dou Xiaoyu in manipulating the price of ” Shenzhen Kingsino Technology Co.Ltd(002548) “, the illegal income of 13069210.58 yuan shall be confiscated and a fine of 13069210.58 yuan shall be imposed. Zhoushan Dacheng Xinnong equity investment partnership and Dou Xiaoyu shall bear 13069210.58 yuan respectively;
(II) give a warning to Wang Jianneng and impose a fine of 200000 yuan.
The above-mentioned parties shall, within 15 days from the date of receiving this decision on administrative punishment, remit the fines and confiscations to the opening bank of the China Securities Regulatory Commission, which shall directly turn them over to the state treasury, and send the copy of the payment voucher marked with the name of the party to the Office of the administrative punishment Commission of the China Securities Regulatory Commission for the record. If a party refuses to accept the punishment decision, he may apply to the China Securities Regulatory Commission for administrative reconsideration within 60 days from the date of receiving the punishment decision, or directly file an administrative lawsuit with the people’s court with jurisdiction within 6 months from the date of receiving the punishment decision
