Wang Zhibin, a lawyer from Shanghai Minglun law firm, told the science and technology innovation board daily that the company is the subject of information disclosure, and it is rare for individuals to be suspected of information disclosure violations. Most of the common violations of personal information disclosure are related to the change of the nature of the shareholders or the change of the number of shareholders without timely disclosure, such as the formation of a person acting in concert without disclosure, the increase or decrease of shares meeting the disclosure standards without disclosure, etc
That night, one of the mysteries was revealed. As Gong Hongjia was also a director of fuhanwei (300613. SZ) and chairman of Zhongyuan Xiehe, the two companies announced that the event that (Gong Hongjia) was put on file for investigation was the equity incentive plan designed and implemented by the party concerned for the core management of Hikvision. Mr. Gong gave some incentives to employees because of the companys good performance, but didnt disclose it to the market, an insider from Hikvision replied
One is the director and vice chairman, the other is the director and general manager. What are the specific reasons why the two directors and core executives were investigated? Through in-depth inquiry by the reporter of science and technology innovation board daily, it is found that Gong Hongjia had as many as 21 large-scale transactions between 2011 and 2018, among which the transactions in 2017 and 2018 were not disclosed in time, while there were 5 large-scale transactions between Gong Hongjia and Hu Yangzhong, involving a total amount of 2.973 billion yuan.
None of Gong Hongjias three bulk transactions has been disclosed
From August 18, 2011 to January 22, 2018, Gong Hongjia carried out 21 times of share reduction, all of which were block transactions. The total share reduction of the 21 transactions was 10.3778%, and the transaction amount was about 14.62 billion yuan.
(partial transactions of Gong Hongjia)
In fact, Gong Hongjias disclosure methods in 2016 and 2018 are totally different when it comes to bulk trading.
On September 30, 2016, the pre disclosure announcement of Gong Hongjias share reduction issued by Hikvision said that within three months after the 15 trading days from the date of disclosure, the latter would reduce the companys shares by means of centralized bidding, block trading, agreement transfer, etc., and issued the announcement of the completion of the implementation of the share reduction plan on December 29 of the same year. The whole trading process disclosed that the shares were not Always intact.
By contrast, the three divestments in 2017 and 2018 were not clear in time. Specific transaction records show that on September 27, 2017, a large amount of 106 million shares were reduced, with a reduction ratio of 1,16% and a transaction amount of RMB 3.1 billion; in 2018, two times occurred in January, January 19 and January 22, with a total of 130 million shares, with a reduction ratio of 1.40% and a total amount of RMB 4.8 billion.
In fact, Gong Hongjias action also attracted the attention of the regulatory authorities. On February 1, 2018, the management department of small and medium board company of Shenzhen Stock Exchange issued the inquiry letter on Hikvision (inquiry letter on small and medium board  No. 132), asking Hikvision to explain Gong Hongjias shareholding.
Similar situation also appeared in Hu Yangzhong. The reporter of science and technology innovation board daily found that Hu Yangzhongs increase of holding started from February 22, 2016 to January 22, 2018. Hu Yangzhong chose to increase his holding by means of competitive trading and block trading, including six block trading.
On December 26, 27 and 29, 2016, Hikvision released announcements to disclose Hu Yangzhongs increase in the companys shares, while in 2018, Hu Yangzhong did not make detailed disclosure of the operation, and Hikvision only released a simplified equity change report on January 22, 2018 to explain this result.
The reduction of Dong Jiangaos shares is to be disclosed in advance, whether he uses block trading or centralized bidding trading. In response, a senior secretary of a well-known domestic listed company told the reporter of science and technology innovation board daily.
In addition, according to Article 11 of the rules for the management of the shares held by the directors, supervisors and senior managers of listed companies and their changes, if there is a change in the shares held by the directors, supervisors and senior managers of listed companies, it shall report to the listed companies within two trading days from the date of the change and the listed companies shall make an announcement on the website of the stock exchange u3002
The above terms are further clarified, and the announcement contents include: 1. The number of shares held by the company at the end of the previous year; 2. The date, quantity and price of each change in shares from the end of the previous year to the current change; 3. The number of shares held before the current change; 4. The date, quantity and price of the current change in shares; 5. The number of shares held after the change; 6. Other matters required to be disclosed by the stock exchange.
According to the above provisions, these reductions and increases in holdings in 2018 need to be disclosed, and it is definitely against the regulations if they are not disclosed, the Secretary General of a listed company in a province in East China told the science and technology innovation board daily. First, whether the individual has notified the listed company, and whether the second listed company has fulfilled the obligation of announcement or reported to the exchange for recordation after receiving the notice.
The Secretary further said that in theory, it is impossible for a listed company not to know, because the exchange will publish the trading information of bulk trading on the website of the exchange after the end of each trading day, including the stock code, stock abbreviation, trading volume, trading price and the name of the securities business Department of the member where the buyer and the seller are located No active disclosure.
One assignment, one assignment
Another problem worthy of attention is that while Gong Hongjia continues to reduce his holding in bulk, Hu Yangzhong continues to increase his holding. Comparing the above trading time of the two, we can find that there are many coincidences between the time and price of their bulk trading.
According to the reporter of science and technology innovation board daily, on December 23, 2016, Gong Hongjia reduced his holding of 5 million shares through block trading, with a transaction amount of RMB 114 million, thus calculating the average transaction price of RMB 22.8; on the same day, Hu Yangzhong also increased his holding of 5 million shares through block trading, with a variable average price of RMB 22.8 per share.
On December 27, 2016, Gong Hongjia continued to reduce 15.5 million shares through block trading, with a transaction amount of RMB 356.5 million, so the average transaction price was 23 yuan. On this day, Hu Yangzhong bought 15.5 million shares, with a variable average price of 23 yuan per share.
Two days later, Gong Hongjia reduced his holdings of 20.775 million shares through block trading, and calculated the average transaction price as 23 yuan based on the transaction amount. On the contrary, Hu Yangzhong bought 12 million shares through block trading on that day, but the average transaction change price was 23 yuan per share.
In 2018, Gong Hongjia continued to trade. On January 19, 2018 and January 22, 2018, Gong Hongjia reduced 141 million shares and 15.9 million shares respectively through block trading, with the corresponding transaction amount of 427646.8 million and 5959593.2 million respectively, thus calculating the average transaction price of 37.48 yuan.
In the above two days, Hu Yangzhong increased 43.5 million shares and 15.9 million shares respectively through block trading, and the average price of the increase was also 37.48 yuan per share.
According to statistics by the reporter of science and technology innovation board daily, Hu Yangzhongs five transactions mentioned above involve a total amount of 2.973 billion yuan.
It should also be noted that on June 13, 2016, Xinjiang Weixun Investment Management Co., Ltd. (hereinafter referred to as Xinjiang Weixun), the third largest shareholder of Hikvision and the shareholding platform of the companys core management, reduced 27.68 million shares at a variable average price of 20.1 yuan per share through block trading; on this day, Hu Yangzhong increased the variable average price of 20.10 yuan per share through block trading 6.3 million shares.
If the reducing Party of block trading is the vice chairman and the transferee is the general manager, in addition to disclosing the transaction behavior, do you need to disclose the relationship between them?
The senior partner of Dacheng Law Firm cruises to the reporter and thinks that because of the special identities of both parties, they are related to the listed company and need to be disclosed; the price quantity must be disclosed, the name of the controlling shareholder and the senior manager of the bulk trading investor must be disclosed, and the general shareholder shall be arranged according to the position disclosure system, according to a market person in Zhejiang Province.
A lawyer in the industry also told the science and technology innovation board daily that if both sides of a large transaction are directors and executives, they need to disclose relevant information.
In addition, according to the requirements of the provisions on the reduction of shares held by shareholders and directors of listed companies ( No. 9) issued by the CSRC, shareholders and directors of listed companies shall, in accordance with the laws, regulations and these Provisions, as well as the rules of the stock exchange, perform the obligation of information disclosure in a true, accurate, complete and timely manner.
As for the price of the aforesaid bulk trading, the reporter of science and technology innovation board daily found that the lowest price of Hikvision on the day of June 13, 2016 to January 22, 2018 was 20.50 yuan, 22.61 yuan, 23.15 yuan, 23.58 yuan, 39.85 yuan and 40.20 yuan respectively, the lowest price of the bulk trading of shares of listed companies can not exceed 10% discount, senior research on domestic well-known equity trading Person Zheng Peimin explained to the reporter of science and technology innovation board daily.
Compared with the above average price changes, it can be further found that except for the average price changes on December 23, 2016 slightly higher than the lowest price on that day, the average price changes of the other five block transactions are lower than the lowest price on that day, especially the two times of January 19, 2018 and January 22, 2018, the average price of the transaction is lower than the average price of market bidding by more than 3 yuan / share. If calculated by 3 yuan / share, Hu Yangzhongs average price changes by 59.4 million shares twice, the difference is The price income is nearly 180 million yuan.
In fact, when Gong Hongjia invested in Hikvision in 2001, Chen zongnian and Hu Yangzhong were his entrepreneurial partners. All three graduated from Huazhong University of science and technology. They were alumni. They were known as three swordsmen of Hikvision.
At the early stage of its establishment, Gong Hongjia, a Hong Kong citizen, invested 2.45 million yuan and held 49% of the shares.
In 2007, Gong Hongjia transferred 15% of his equity in Hikvision to Hangzhou Weixun Investment Management Co., Ltd. (hereinafter referred to as Hangzhou Weixun) for 750000 yuan, and 5% of his equity in Hikvision to Hangzhou CommScope Investment Co., Ltd. (hereinafter referred to as Hangzhou CommScope) for 25202800 yuan.
Here, Id like to explain the relationship between Hangzhou Weixun and Gong Hongjia, and why Gong Hongjia chose to transfer his shares at a price of 750000 yuan.
In fact, this Hangzhou Weixun is the predecessor of Xinjiang Weixun mentioned above. At that time, Gong Hongjias low-cost transfer of equity was to fulfill his earlier commitments. It is understood that Gong Hongjia promised to the operation team of the limited company in the resolution of the board of directors in January 2004 that if the companys operation is in good condition in the future, he will transfer 15% equity to the operation team of the company according to the original investment cost of the company.
This can also be seen as Gong Hongjias equity incentive to the companys management. According to the prospectus, this is to motivate the management team represented by Hu Yangzhong.
In addition, in the equity structure of Hangzhou CommScope, which transferred 5% of Gong Hongjias equity, the prospectus at that time disclosed that Hu Yangzhong personally held 12% of the equity of Hangzhou CommScope, Wu weiqi, executive deputy general manager of Hikvision at that time, held 8% of the equity of Hangzhou CommScope, and Chen Chunmei held 80.00% of the equity of Hangzhou CommScope. At the same time, Chen Chunmei and Gong Hongjia were husband and wife, while from Hangzhou CommScope, the companys In terms of equity structure, Gong Hongjia and Hu Yangzhong have different relations.
The shareholder structure of Hikvision shows that as of the third quarter of this year, Hu Yangzhongs individual shareholding ratio is 1.95%. In addition, he indirectly holds Hikvision through Xinjiang CommScope (formerly Hangzhou CommScope) and Xinjiang Weixun (formerly Hangzhou Weixun), an employee shareholding platform. According to the closing price on November 14, the market value of the shares directly held by Gong Hongjia is about 6.08 billion yuan. During the same period, Gong Hongjia directly held 1.26 billion shares of Hikvision, accounting for 13.43%.
Among the top ten shareholders of Hikvision, Gong Hongjia and Hu Yangzhong are ranked second and sixth respectively. In the Hurun rich list released on October 10, 2019, Gong Hongjia and Chen Chunmei are ranked 34th, with a wealth value of 65 billion yuan, while Hu Yangzhong gets 309 with a wealth of 12.5 billion yuan. The rich identity of two core executives of Hikvision has attracted attention for a time.
Three senior executives resigned voluntarily
It is worth mentioning that for Hu Yangzhong, in addition to increasing his holding of Hikvision, he began to appear in the top ten circulation shareholders of ruimaotong (600180. SH) in the first quarter of 2017, and began to buy Kangenbei in the second quarter of 2017.
According to the public information, Hu Yangzhong began to buy Kangenbei in the second quarter of 2017. According to the 2017 China Daily, Hu Yangzhong is the 10th largest new circulating shareholder of the company, holding 24.6 million shares, with a shareholding ratio of 0.9807%.
After that, Hu Yangzhong continued to increase his holding. To the third quarter report of 2017 released by Kangenbei, Hu Yangzhong held 40.3314 million shares of the company, accounting for 1.96% of the outstanding shares. Compared with the 24.622 million shares reported in the half year report, the company increased its shareholding by 15.794 million shares. In February 2018, Kangenbei said on the interactive platform that Hu Yangzhong, general manager of Hikvision, is the shareholder of the companys circulating shares after the companys understanding and confirmation.
Hu began to reduce his shareholding during the 2018 China Daily. As of the 2018 half year report disclosed by Kangenbei, Hus shareholding decreased to 31142700 shares. From then on to the third quarter report of Kangenbei in 2018, Hu Yangzhong did not reduce or increase the aforesaid shares, which is the last time that Hu Yangzhong appeared in the ranks of the top ten current shareholders of Kangenbei.
Data shows that as of November 14, the total market value of Hikvision reached 311.8 billion yuan, ranking first in the market value of small and medium-sized board.
It is worth noting that, just before the announcement of the above filing notice, on October 25, Hikvision received written resignation reports from three senior managers.
Specifically, Jiang Haiqing applied for resigning as senior vice general manager of the company due to the business management adjustment of the company, and continued to be the legal representative, executive director and general manager of Hangzhou fluorite Network Co., Ltd. and its subsidiaries; Jia Yonghua applied for resigning as senior vice general manager of the company due to the business management adjustment of the company, and continued to be the robot technology of Hangzhou Haikang Legal representative, executive director and general manager of limited company and its subsidiaries.
At the same time, due to the business management adjustment of the company, Lipan applied to resign from the position of senior deputy general manager of the company, and continued to serve as the legal representative, executive director and general manager of Hangzhou Haikang Automobile Technology Co., Ltd. and its subsidiaries.
On the other hand, Xinjiang Weixun, founded on October 29, 2007, has 49 shareholders, which are mainly the shareholding platform of the core management level. Among them, Jiang Haiqing and Jia Yonghua Lipan are the top shareholders of Xinjiang Weixun.
Source: editor in charge of science and technology innovation board Daily: Chen Hequn, nb12679