In mid April, in response to Sundy Land Investment Co.Ltd(600077) ( Sundy Land Investment Co.Ltd(600077) )'s reply to the supervision letter of Shanghai Stock Exchange, this newspaper published the article "the" highest point "was reduced accurately, and the reply letter came late - Sundy Land Investment Co.Ltd(600077) veteran secretary made what mistake?" And questioned why Zheng Xiliang, the veteran Secretary of the company with more than ten years of experience in securities affairs, made the mistake of "insufficient understanding of rules".
Previously, on March 22, Sundy Land Investment Co.Ltd(600077) without any disclosure, cleared its position at the high point of the stock price and the 2018 ESOP. This operation subsequently attracted investors' doubts and regulatory attention. Under the constant questioning of the regulators, there are many doubts about the violation of the company's 2018 ESOP.
Sure enough, on April 22, Yu Jianwu, chairman of Sundy Land Investment Co.Ltd(600077) and Zheng Xiliang, Secretary of the board of directors, received the decision on disciplinary action issued by Shanghai Stock Exchange. The disciplinary action also exposed the "sneaking away" of Sundy Land Investment Co.Ltd(600077) employee stock ownership plan to the public.
bad: the chairman knew the reduction in holdings in advance, and the company pretended to be "dumb"
From March 14 to 22, Sundy Land Investment Co.Ltd(600077) share price rose the limit for seven consecutive trading days, and the investors involved were in high spirits. During this period, the Shanghai Stock Exchange inquired about Sundy Land Investment Co.Ltd(600077) and asked the company to check the subsequent reduction arrangements of the actual controllers and all directors, supervisors and senior executives, and verify the recent stock transactions of the directors, supervisors and senior executives of the company.
For this inquiry letter, Sundy Land Investment Co.Ltd(600077) adopted the "procrastination" strategy - the Shanghai stock exchange requires Sundy Land Investment Co.Ltd(600077) to reply in writing within five trading days, but until March 19 and 21, the market came only an announcement delaying the reply to the inquiry letter of the Shanghai Stock Exchange.
Just as the share price soared, Sundy Land Investment Co.Ltd(600077) seemed to always care about investors. Abnormal fluctuations in stock trading and risk warning announcements were made one after another to remind investors to calm down on the grounds that the company still had many problems, such as "performance loss in advance", "high proportion pledge of major shareholders" and "uncertainty of cooperation projects". These announcements only made no mention of the reduction arrangement of the employee stock ownership plan in 2018.
On March 22, Sundy Land Investment Co.Ltd(600077) issued another announcement on abnormal fluctuations in stock trading, emphasizing again that "there are no major matters that should be disclosed but not disclosed". On the same day, the company's 2018 employee stock ownership plan almost realized "liquidation" through the secondary market. At this time, Sundy Land Investment Co.Ltd(600077) 's investors are still in the dark. Many investors are still looking forward to the rise of Sundy Land Investment Co.Ltd(600077) share price with the favorable blessing of "lithium related".
Until the closing on March 22, Sundy Land Investment Co.Ltd(600077) put out an announcement to the market: 324292 million shares of the employee stock ownership plan have been sold in 2018, with a sale amount of 220 million yuan. The announcement caught investors off guard, and the company's share price fell by the limit on March 23 and continued to "avalanche" on March 24. As of yesterday, Sundy Land Investment Co.Ltd(600077) 's share price has fallen sharply from the highest point of 7.3 yuan / share to 3.76 yuan / share, down 42.68%. Faced with a halved share price, China World Trade Center Co.Ltd(600007) 7 the market value of tens of thousands of investors' accounts suffered a heavy blow.
Sundy Land Investment Co.Ltd(600077) quietly liquidating the ESOP has aroused strong dissatisfaction from investors and regulatory attention. Zhejiang securities regulatory bureau and Shanghai stock exchange immediately issued regulatory attention letters and regulatory work letters respectively.
After replying to the regulatory concern letter of Zhejiang Securities Regulatory Bureau on April 1, Sundy Land Investment Co.Ltd(600077) still used the word "delay" in replying to the regulatory work letter of Shanghai Stock Exchange. It was not until April 15 that the relevant reply came late. In the reply, the company frequently used words such as "simple understanding", "insufficient understanding" and "not aware" to emphasize that according to the company's previous "improper" understanding, Dong Jiangao did not reduce his holdings.
Sundy Land Investment Co.Ltd(600077) 's sentence "insufficient understanding" is too childish?
In the "decision on disciplinary action" issued by the Shanghai Stock Exchange, the Shanghai Stock Exchange pointed out: "the Sundy Land Investment Co.Ltd(600077) chairman and the Secretary of the board of directors are aware of the intention to reduce the shareholding of the employee stock ownership plan in advance. The violation facts of the company and relevant responsible persons are clear and the nature of the violation is bad."
sophistry: the sale of employee stock ownership plan does not need to be disclosed
Compared with the implicit answers to the issues related to the reduction in a series of announcements, Sundy Land Investment Co.Ltd(600077) is very clean when making the reduction.
According to the post disclosure materials, on March 22, the seventh trading day when Sundy Land Investment Co.Ltd(600077) share price pulled out of the limit continuously, Sundy Land Investment Co.Ltd(600077) first held a meeting of the 2018 ESOP Management Committee, which decided to sell the 2018 ESOP. At the end of the meeting, Sundy Land Investment Co.Ltd(600077) immediately convened the 2018 ESOP holders' meeting and adopted the decision to authorize the management committee to handle the 2018 ESOP with full power. Then in the intraday trading, 324292 million shares in the 2018 ESOP were sold directly through the secondary market, with a total amount of 220 million yuan.
Sundy Land Investment Co.Ltd(600077) the 2018 shareholding plan after the liquidation and reduction involves 7 current directors, supervisors and senior managers of the company, with an actual contribution ratio of 27.84%. Specifically, the actual contribution proportion of Yu Jianwu, chairman of the company, accounts for 10.90% of the share of the employee stock ownership plan, and the actual contribution proportion of Zheng Xiliang, Secretary of the board of directors, accounts for 0.93% of the share of the employee stock ownership plan.
The Shanghai Stock Exchange pointed out that under the circumstances that the company's stock price rose continuously, touched the standard of abnormal fluctuation for many times, and the exchange sent a letter requesting the verification of the purchase and sale of shares by directors, supervisors, senior managers, controlling shareholders and their persons acting in concert, and other important shareholders, the company failed to fully verify the stock price sensitive issue of the reduction of ESOP, resulting in three consecutive announcements of changes that there were no directors Supervisors, senior managers, etc. did not prompt the possible reduction of ESOP in the two risk warning announcements. The relevant information disclosure was untrue and incomplete, and the risk warning was insufficient.
As early as March 8, 2022, Sundy Land Investment Co.Ltd(600077) ESOP Management Committee held a communication meeting and made a decision to sell shares. However, regarding this matter, Sundy Land Investment Co.Ltd(600077) was never mentioned in the announcement of abnormal fluctuation of stock trading disclosed on March 15, 17 and 22.
Yu Jianwu, chairman of Sundy Land Investment Co.Ltd(600077) board of directors and Zheng Xiliang, Secretary of the board of directors, objected to the determination of responsibility and punishment decision of Shanghai Stock Exchange and applied for a hearing.
It's not so much an objection as a "sophistry".
Sundy Land Investment Co.Ltd(600077) chairman Yu Jianwu and Secretary Zheng Xiliang pleaded to the Shanghai Stock Exchange: "the Management Committee of the company's employee stock ownership plan held a communication meeting on March 8, 2022 and made a decision to sell shares. The holders' meeting authorized the Management Committee of the employee stock ownership plan to deal with the sale on March 22, 2022. The reduction decision and implementation period were not at the time of relevant stock price changes."
Without suspense, the Shanghai Stock Exchange clearly denied Sundy Land Investment Co.Ltd(600077) the above objection, and reiterated that the violation facts of the company and relevant responsible persons were clear, the nature of the violation was bad and the circumstances were serious.
The Shanghai Stock Exchange pointed out that the stock price of Sundy Land Investment Co.Ltd(600077) changed continuously in the middle of March. In the case of inquiry and prompt in the letter sent by the exchange, Sundy Land Investment Co.Ltd(600077) not only did not give sufficient prompt on the risk of reduction of ESOP, but on the second day after the third change verification announcement was issued, it was disclosed that there was no reduction of shares by directors, supervisors, senior managers and other important shareholders, Seriously affect the reasonable expectations of investors.
From the details disclosed, as Sundy Land Investment Co.Ltd(600077) employee stock ownership plan holds 2.46% of the company's shares, of which the current directors, supervisors and senior managers hold 27.84%, it belongs to "other important shareholders of the company". In the case of serious abnormal fluctuations in stock prices, whether the company's employee stock ownership plan is reduced is highly concerned by investors, which is sensitive information that may have a great impact on the company's stock trading price.
In a word, Sundy Land Investment Co.Ltd(600077) 's bad behavior has stepped on the line.
behind risk taking: "liquidity depletion" panic
Sundy Land Investment Co.Ltd(600077) why did the reduction take risks Sundy Land Investment Co.Ltd(600077) the long-term "liquidity depletion" in the secondary market may be the deep-seated reason for its rush to liquidate and cash out.
The 2018 ESOP originally expired on September 1, 2021, which also means that all shares of the ESOP are released from the "locked state", that is, they can be sold at any time. However, Sundy Land Investment Co.Ltd(600077) at this time, its performance in the secondary market is quite sluggish. In September 2021, the total transaction amount of Sundy Land Investment Co.Ltd(600077) was only 427 million yuan, with an average daily transaction amount of just over 20 million yuan. By the fourth quarter of 2021, the transaction of Sundy Land Investment Co.Ltd(600077) has become increasingly cold, and the liquidity of stock trading is very worrying. On November 3, 2021, Sundy Land Investment Co.Ltd(600077) the full day trading volume was only 4.1 million yuan.
In the face of such liquidity, who can get out of the secondary market? The shareholding plan of 330287 million shares is not a small number. However, Sundy Land Investment Co.Ltd(600077) unexpectedly waited until the bitter and sweet.
After the Spring Festival in 2022, the marginal improvement trend of real estate policy is gradually clear. The A-share real estate sector and individual stocks strengthened one after another, and the trading volume soared Sundy Land Investment Co.Ltd(600077) daily turnover also rose rapidly. On the day of the reduction of Sundy Land Investment Co.Ltd(600077) 2018 employee stock ownership plan, the transaction amount reached 2.653 billion yuan. In the fourth quarter of 2021, the total turnover of Sundy Land Investment Co.Ltd(600077) consecutive three months was only 1.87 billion yuan.
One day's turnover exceeded that of the previous quarter. Meanwhile, Sundy Land Investment Co.Ltd(600077) has frequently staged continuous limit increases since this year, with the largest increase in the range reaching 166.42%. This has provided sufficient conditions for the stock selling and the doubling of the stock price of the employee stock ownership plan. There is no doubt that this is the best "cash out window".
After this village, there is no such shop. Even if it violates the rules, it is necessary to clear the stock. However, after a series of violations of the stock price plan, it finally brought huge losses to investors.
What makes the market more worried is that in addition to the "sneak" 2018 ESOP, Sundy Land Investment Co.Ltd(600077) there is also a 2016 ESOP whose duration has been extended three times, and the reduction has not yet been implemented. In the future, Sundy Land Investment Co.Ltd(600077) what will be done?
Zhejiang securities regulatory bureau once sent a letter of concern to Sundy Land Investment Co.Ltd(600077) on March 23, mentioning that the company's 2016 employee stock ownership plan has been postponed for many times, and asked to explain whether there is a plan to sell the employee stock ownership plan in the near future Sundy Land Investment Co.Ltd(600077) then said in a subsequent reply: "up to now, the company's 2016 employee stock ownership plan has not been sold." In the risk warning item in the announcement replying to the supervision letter of Shanghai Stock Exchange on April 15, Sundy Land Investment Co.Ltd(600077) stressed: "there is uncertainty about the future reduction time point of the employee stock ownership plan in 2016."
Regarding the doubts about the reduction of Sundy Land Investment Co.Ltd(600077) 2018 ESOP, the reporter previously wrote to and called the company, but Sundy Land Investment Co.Ltd(600077) refused to give an answer on the grounds that it was in the window of the annual report.
I can't help asking, who is responsible for the losses of Sundy Land Investment Co.Ltd(600077) investors?
(Su Cheng)
