Our reporter Gui Xiaosun
According to data from Flush, as of March 8, important shareholders of 671 listed companies in Shanghai and Shenzhen have reduced their holdings.
Among them, 21 companies have more than 5 important shareholders to reduce their holdings during the year.
"Securities Daily" reporters found that at least 15 listed companies admitted in their announcements that the company's shareholders had violated the rules and changed their shares.
In addition, there are some companies whose shareholders change their shares illegally, although they are relatively "concealed", they still fail to escape the supervision of the regulatory authorities.
Zheng Jianou, a senior partner of Beijing Hairun Tianrui Law Firm, said in an interview with a reporter from Securities Daily, "Shareholders who reduce their holdings in violation of regulations often use mishandling or do not understand the rules to avoid the important and try to avoid responsibility after the incident. It reflects their luck. All types of entities in the capital market should fully understand the consequences of violations and consciously abide by the laws and regulations.”
"Misoperation"
the main reason for the violation
Looking at the announcements of listed companies in the two cities, it can be seen that most of the explanations in the announcements attribute the reasons for shareholders' violations of stock changes to "misoperation": the parties involved made mistakes, not subjective intentions, they deeply recognized the seriousness of the violations, and took the initiative to report The board of directors of the company conducted a review and apologized to the majority of investors for the illegal reduction of stock holdings.
Other companies attributed the violation to the unskilled business operators.
On March 2, ST Weiwei stated in the announcement, "This reduction of holdings is not subjective and intentional, mainly because the newly hired staff are not familiar with the regulations on reduction of holdings, which led to the illegal reduction of some of the company's shares during the above-mentioned period. "
On February 28, shareholder VV Group reduced its 0.1289% stake in the company's total share capital through centralized bidding transactions.
After the share reduction, VV Group holds 2.88% of the company's total share capital.
According to the relevant regulations of the Shanghai Stock Exchange, the major shareholder’s shareholding reduction adopts the method of agreement transfer. After the reduction of the shareholding, the major shareholder no longer has the status of the major shareholder, and if the shareholding is reduced through a centralized bidding transaction within 6 months, it shall be sold in the first 15 transactions of the shares. A few days ago, it reported the filing plan to the Shanghai Stock Exchange and made an announcement.
According to the company's verification, VV Group has reduced its holdings of the company's stock within 6 months from the date when the company's shareholding ratio is less than 5%, which constitutes a violation of regulations.
In this regard, Wang Zhibin, a lawyer from Shanghai Minglun Law Firm, said in an interview with a reporter from "Securities Daily" that if in accordance with relevant rules, shareholders should disclose their shareholding reduction plans in advance, or if the shareholding change reaches 5%, they need to perform the announcement obligation but fail to do so. , is suspected of constituting a false statement.
"Generally speaking, the company's important shareholders have the advantage of information. The reason why relevant laws and regulations require important shareholders to perform the obligation to announce the increase or decrease of their holdings under certain conditions is to protect the rights of small and medium investors to deal fairly. Fulfilling its information disclosure obligations, and there is a change in the stock price during the same period, the damaged investor has the right to ask the shareholder to be held liable for compensation."
Lawyer Zheng Jianou said that selling stocks without announcing the reduction plan in advance is an act of "failure to disclose information in accordance with regulations" stipulated in Article 85 of the Securities Law.
"Such conduct may constitute false representation or insider trading, depending on the specific facts. If it does not constitute insider trading, it can be dealt with as misrepresentation. After all, this intentional non-disclosure behavior is related to the significant amount of information disclosed. There is no essential difference between the missing acts."
Financial reporting window
Shareholders need to be cautious when changing shares
In addition to the above-mentioned reduction of shareholdings, there are also some listed companies' shareholders who reduce their shareholdings "undercover."
On March 4, ST Remote said that it had received a supervision letter, because there were shareholders holding more than 5% of the shares. From November 15, 2019 to February 10, 2021, ST Remote has accumulated 40.36 million shares, accounting for ST Remote. 5.62% of the total number of shares, when the proportion of ST Remote shares held by the company has decreased by 5%, the reporting obligation has not been fulfilled in a timely manner in accordance with Article 13 of the "Administrative Measures for the Acquisition of Listed Companies", and the relevant equity change report has not yet been issued. .
In response to the above-mentioned reduction in holdings, lawyer Zheng Jianou said that the Securities Law revised in 2019 has improved the level of investor protection, which is mainly reflected in the substantial increase in administrative penalties. For some serious violations, the China Securities Regulatory Commission has the right to issue tens of millions of yuan. grade fines.
The aforementioned judicial interpretation of the Supreme Court further clarified the specific acceptance and trial rules of civil compensation cases for misrepresentation.
At present, it is in the period of financial report disclosure of listed companies, and the slightest change in the shares of important shareholders will lead to the phenomenon of "stepping on thunder".
In this regard, lawyer Zheng Jianou reminded that controlling shareholders, actual controllers, directors, supervisors and senior executives are not allowed to buy and sell stocks during the financial report disclosure window. This regulation aims to prevent insiders from using important information to conduct insider trading and market manipulation.
"For shareholders other than the above-mentioned persons to reduce their holdings during the window period, although it may not involve insider trading, if they reduce their holdings in violation of regulations, it will indeed cause a large change in the transaction price or transaction volume. This behavior is in line with the Supreme Court implemented on January 22 this year. "Several Provisions on Trial of Civil Compensation Cases for False Statements in the Securities Market" stipulates the 'materiality' condition, small and medium investors who have suffered losses have the right to claim compensation from shareholders who have reduced their holdings in violation of regulations." Zheng Jianou said.
(Securities Daily)