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Investor protection, clear rules and risk awareness case-changes in equity also require information disclosure. Do you know investors?

Investor protection, clear rules and risk awareness case-changes in equity also require information disclosure. Do you know investors?

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  • Time of issue:2017-09-05 00:00
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(Summary description)

Investor protection, clear rules and risk awareness case-changes in equity also require information disclosure. Do you know investors?

(Summary description)

  • Categories:News Center
  • Author:
  • Origin:
  • Time of issue:2017-09-05 00:00
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Information
    China Securities Regulatory Commission www.csrc.gov.cn Time: 2017-08-22 Source: National Share Transfer Company

  In the securities market, information disclosure is not only the exclusive obligation of listed companies, investors will also face situations where they need to disclose information. Especially in the NEEQ market, the composition of investors is quite different from that of the A-share market, mainly institutional and high-net-worth individual investors, while listed companies are mainly small, medium and micro enterprises, and most listed companies have a small equity scale , The equity structure is relatively simple, so investors’ equity changes are more likely to hit the red line that requires disclosure of the "Equity Changes Report". We use the following two cases to explain to investors in detail how equity changes should be disclosed.

   On November 23, 2016, Investor A sold 3450,000 shares of listed company G by way of agreement transfer, and its shareholding ratio fell from 53.91% to 49.11%, and the report on changes in equity was disclosed the next day. On November 25 and November 28, 2016, Investor A continued to buy 1,000 shares of listed company G and sold 3,000,000 shares of listed company G by means of agreement transfer, accounting for 0.001% of the listed company’s total share capital. 4.38%. Is investor A's above behavior in violation of the regulations? Let us analyze in detail the three stock trading behaviors of investor A:

The first reduction in holdings: Investor A's shareholding ratio dropped from 53.91% to 49.11%. Judging from the reduction of 4.8%, it has not reached 5%. Many investors have questions here. Do you need to disclose their rights and interests at this time? Change report? According to the "Administrative Measures for the Acquisition of Non-listed Public Companies" (hereinafter referred to as the "Acquisition Measures"), the shares held by investors and their concerted parties reach 10% of the issued shares of the public company. The company’s regulations are different. When the listed company’s information disclosure obligor holds or controls 5% of the issued shares of the listed company, or obtains or combines more than 5% at one time, the change in shareholder’s equity shall be compiled within 3 days from the date of the fact. Report), each increase or decrease of 5% (that is, every time the shares held by him/her equity reaches an integral multiple of 5%) of the shares he owns in the public company’s issued shares shall be disclosed, and since this fact occurs From the date of disclosure to 2 days after the disclosure, no further trading of the public company’s stocks is allowed. Investors should pay attention to this sentence: "every time the shares they have an interest in reaches an integral multiple of 5%", it means the proportion of the listed company's issued shares held by the investors and their concerted parties after the share changes Prevail, not the number of shares that have changed. Then, judging from the number of shares owned by investor A after the change in equity, 49.11% has been lower than and triggered the disclosure red line of 50% (50% is an integer multiple of 5%). Investor A is on the day after the change in shareholding That is, this disclosure requirement was fulfilled on November 24, 2016.

Second increase in holdings: On November 25, 2016, Investor A once again bought 1,000 shares of listed company G by way of agreement transfer. Although it only accounted for 0.001% of the listed company’s total share capital, this increase in holdings violated The "Acquisition Measures" stipulates that the time node of equity changes, that is, investor A should not increase its holdings from the date of the first decrease in holdings to 2 days after the disclosure. If we set the previous disclosure date of investor A's equity change on November 24, 2016 as T day, then when A wants to make another equity change, it should be on T+3, which is November 28 (because of 2016). November 27th is the weekend, so it will be postponed to the next working day according to law).

For the third time, on November 28, 2016, the investor sold 3,000,000 shares of the listed company through an agreement transfer, accounting for 4.38% of the total share capital of the listed company. Judging from the number of shares owned by investor A at this point, 44.731% is already below the disclosure red line of 45% (45% is an integer multiple of 5%). Therefore, investors must prepare and disclose a report on changes in equity within 2 days. Within days, it is not allowed to buy or sell the shares of the listed company.

   Regarding investor A’s stock trading violations, the National Equities Exchange and Quotations, in accordance with Article 6.1 of the "National SME Share Transfer System Business Rules (Trial)", adopted self-regulatory measures that require investor A to submit written commitments.  

  &Nbsp;In addition to the above-mentioned violations of information disclosure, investors have also been punished due to problems with the content disclosed in the "Report on Changes in Equity". Let us then look at the following case.

   On May 23, 2016, S , the chairman of the listed company Z, repurchased the 4.189 million shares of company Z held by the investment company through the national equity transfer system trading platform in accordance with the agreement signed with an investment company. On May 24, 2016, S, as the obligor of information disclosure, disclosed the "Report on Changes in Equity", but did not mention the relevant content of the "Agreement" in the report. Chairman S concealed the content of the "Agreement" but made a repurchase action, which made this action quite confusing, and it was easier for other investors to impose a hint of "optimistic about the company's development" and stimulate the listing Company Z’s investment interest, and the formation of psychological expectations for the company’s stock price. This violation not only violated the "Detailed Rules for Information Disclosure of Companies Listed in the National Small and Medium-sized Enterprise Share Transfer System (Trial)", the obligor of information disclosure should disclose information truthfully, accurately, completely and in a timely manner, without false records or misleading statements. Or a major omission, and it also violates the "Non-listed Public Company Information Disclosure Content and Format Standard No. 5-Equity Change Report, Acquisition Report, and Tender Acquisition Report". The main content of documents such as related agreements, administrative transfers or changes, and court rulings. Regarding the violations of the above-mentioned investors, the China Securities Regulatory Commission has adopted administrative supervision measures to issue warning letters and record them in the integrity files of the securities and futures markets.

   The above case also reminds investors in the NEEQ that they should carefully study the regulations and systems of the NEEQ, and pay special attention to the disclosure of red lines and the timing of suspension of trading in situations involving changes in equity. At the same time, I advise investors who are lucky enough that the sword of supervision is not only for listed companies, but also applies to investors. If they do not act according to market rules, they will be punished. Honesty is fundamental in the capital market. Don't ruin your reputation because of small profits.

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