The story relates to an acquisition three years ago.
Since 2015, A-share listed company Shandong Shengyang power supply Co., Ltd. (hereinafter referred to as Shengyang shares) has been actively looking for partners in the field of new energy, and has contacted with many enterprises to discuss asset acquisition or change of control.
At that time, Zhongmin Xinneng Investment Group Co., Ltd. (hereinafter referred to as Zhongmin Xinneng) has been seeking suitable listed company targets to inject its own high-quality assets. In October 15, 2017, after several early contacts, the two sides discussed the cooperation mode, and basically decided to carry out the cooperation, and arranged Weng Mou Quan and others of China Minxin energy to design the specific cooperation scheme. On October 27, Weng studied the cooperation plan with Zhang and other relevant intermediaries, and discussed the policy of injecting assets into Shengyang shares.
On November 6, 2017, the two sides discussed the change of the controlling shareholder of Shengyang shares, the purchase of assets by issuing shares, and the suspension of trading of shares. The next day, Zhongmin Xinneng submitted to China Minsheng Investment Co., Ltd. the request for instructions on the cooperation between Zhongmin Xinneng Investment Group Co., Ltd. and a listed company. On November 10, Shengyang shares issued the announcement of suspension of trading of major events, saying that it plans to plan the acquisition of assets.
On December 20, 2017, Shengyang company announced that the controlling shareholder of Shengyang company would be changed into Zhongmin Xinneng Power Investment Co., Ltd., a wholly-owned subsidiary of Zhongmin Xinneng.
Shandong Securities Regulatory Bureau believes that the asset acquisition of Shengyang shares and the change of controlling shareholders are insider information, and their formation time is no later than October 15, 2017. The inside information of Shengyang stock assets acquisition is disclosed on November 10, 2017, and the inside information of controlling shareholder change is disclosed on December 20, 2017. The period from the formation date to the disclosure date of the above-mentioned insider information is the insider period of insider information.
There have been many phone calls
Weng Mou Quan, as a participant, is the insider of the transaction, while Liu is a superior subordinate relationship with him and is mainly responsible for financing work. They meet frequently.
After the formation of inside information and before the suspension of trading, Liu and Weng had several phone calls, 9 times from October 15 to November 31, 2017 and 7 times from November 2 to 8.
On the morning of the afternoon of October 31, 2017, Liu and his cousin Liu Xiaoliang transferred a large amount of funds and bought Shengyang shares, Liu and Weng had a phone call.
In addition, Weng introduced Liu to Yu and Zhang on August 16, 2017. After the meeting, Liu knew that Shengyang shares was engaged in energy storage, and Zhongmin Xinneng was also willing to do energy storage. It is estimated that the two sides may cooperate.
Subsequently, Liu opened the way of insider trading of Shengyang shares.
After investigation, Liu used two accounts for trading, namely, the wealth securities account named Liu Mou Yu and the Anxin securities account named Liu Mou Yu . Among them, the wealth securities account of Liu Mou Yu purchased 5704 shares of Shengyang shares with a transaction amount of 465300 yuan on October 31, 2017; and Anxin securities account of Liu Mou Yu purchased 35400 shares of Shengyang shares on October 31, 2017, with a transaction amount of RMB 285100. All the stocks purchased were sold on November 8.
China Merchants Bank is the third-party depository bank of Liu Mou Yu wealth securities account. According to the survey, 350000 yuan was transferred in on October 31, 2017, which came from the funds redeemed by Hao Xiaojiao, Lius wife. The third-party depository bank of Liu Xiaoyu Anxin securities account is Minsheng Bank. During the sensitive period of the account, there was no bank securities transfer business. The funds for buying Shengyang shares stock came from selling other stocks.
In a word, Lius two accounts trading Shengyang shares made a total profit of 23400 yuan, both of which were entrusted by Lius mobile phone to operate the transaction.
Cousins joint operation
As a result, it lost more than 2.5 million yuan
Bigger insider trading is still to come.
Liu Mou Liang is Liu Mou Yus cousin. He takes care of Liu Mou Yu and has a close relationship with him. When trading Shengyang shares, Liu and Liu made joint decisions and shared the profits and losses of the transaction. The trading funds were mixed and the starting time of placing orders was highly consistent. Liu introduced his judgment of Shengyang company to Liu. After discussion, they first bought Shengyang shares separately. Before the suspension of trading of Shengyang shares, Liu sold all the Shengyang shares held in his account and transferred them together with the funds of his close relatives to the Ma Mou Lu account, and Liu bought Shengyang shares.
Ma is the wife of Liu. Liu used his mobile phone to entrust an order to operate two accounts of Ma Mou Lu to trade Shengyang shares, resulting in a total loss of more than 2.5 million yuan. After that, Liu Mou Yu assumed a loss of 180 thousand yuan, and Liu a Liang undertook the remaining losses.
After investigation, Liu bought 778343 shares of Shengyang shares on October 31, 2017 with the transaction amount of RMB 6.4862 million, and all the shares were sold after the resumption of trading, resulting in a loss of 1.379 million yuan. The account had no previous stock transactions.
Liu bought 814035 shares of Shengyang shares from October 31 to November 9, 2017 with a transaction amount of RMB 6.7779 million. After the resumption of trading, all the shares were sold with a loss of 1.204 million yuan. Before the wave of trading, the account had been vacant for more than a year.
In terms of re examination, Shengyang shares, which were suspended from November 10, 2017, announced in the evening of April 23, 2019 that the company originally planned to acquire 100% equity of Zhongmin Xinguang from Zhongmin Xinneng, a subordinate of China mintou investment company, and raised matching funds. As the assets of the target company are relatively complex, the company considers that the conditions for acquiring the target company are not mature, and decides to terminate this major asset restructuring. After the resumption of trading, the companys share price dropped significantly.
Lets look at the insider trading actions of the Liu brothers. The three-party depository banks of the two accounts mentioned above are all Agricultural Bank of China. From October 31 to November 9, 2017, there were 7 large-scale bank securities transfer businesses, totaling 13.28 million yuan, including 10 million yuan from Lius futures account, 2 million yuan from Lius controlled enterprises, and from Lius sales of Shengyang shares and Lius Yus father Lius bank account, Lius mothers Zhangs redemption of banks financial products, and Lius wifes Hao Xiaojiaos total of 1.28 million yuan. The funds of Liu and his close relatives were transferred to Mas bank account by Hao Xiaojiao arranged by Liu.
Among the funds after the sale of Shengyang shares in the above two accounts of Ma xulu, 9.5 million yuan was transferred to Lius futures account, and 1.1 million yuan was transferred to Lius mother-in-law Tian.
The securities regulatory bureau determines that it constitutes insider trading
Shandong Securities Regulatory Bureau confirmed that Liu and Liu had obviously abnormal behaviors in trading Shengyang shares during the period of insider information sensitivity, and the trading time, account capital change and account re opening time were basically consistent with the time of formation, change and disclosure of insider information.
At the same time, Lius account has the characteristics of buying after selling other stocks, buying for the first time, and enlarging the amount of funds obviously. Lius close relatives funds are used to conduct stock trading, and the willingness to buy is strong. Liu had been investing in futures for the past two years. During the sensitive period of insider information, he suddenly transferred a large amount of funds from the futures account to the long-term unused Ma Mou Lu account, and immediately bought Shengyang shares with strong buying intention. After opening an account, he only traded the shares and the amount of capital was significantly enlarged. The stock trading activities of Liu and Liu are highly consistent with inside information.
Shandong Securities Regulatory Bureau confirmed that during the period of insider information sensitivity, Liu had contact with insiders of the case, and Lius joint trading activities of Shengyang shares were highly consistent with the inside information, and failed to give reasonable explanations. The above behaviors of Liu Mou Yu and Liu Mou Liang constitute the insider trading activities mentioned in the securities law of 2005.
During the hearing, Liu and his agents, Liu and his agents put forward the following defense opinions:
First, Liu did not know the inside information, and the existing evidence could not prove that Liu was the person who illegally obtained the inside information. Lius behavior of buying and selling Shengyang stock stock is the investment decision made by Liu as a intentional person according to his personal research judgment in his normal work, and has nothing to do with inside information.
Secondly, Lius decision to invest in Shengyang shares was made after his communication with his neighbor Guan Zhaohua in early 2017, which has nothing to do with Liu. Moreover, Lius behavior of buying and selling Shengyang shares conforms to his consistent investment style and habits.
Third, Liu Mou Yu and Liu Mou Liang do not constitute a joint insider trading behavior. The cooperative stock speculation behavior of Liu and Liu is reasonable and legitimate, and the relationship between them is very close. Liu has advantages in information and Liu in capital. Both sides realize complementary advantages and win-win cooperation through cooperative stock speculation. However, it is inferred that there are common illegal behaviors of insider trading between the two sides, and the evidence is insufficient.
After reexamination, Shandong Securities Regulatory Bureau found that there was contact between Liu and insiders, and that Liu and Liu jointly traded Shengyang shares, which was highly consistent with the inside information and failed to make reasonable explanation, which was enough to confirm that Liu and Liu constituted a joint insider trading.
According to the illegal facts, nature, circumstances and social harm degree of the parties, and according to the provisions of article 202 of the securities law of 2005, Shandong Securities Regulatory Bureau decided to impose a fine of 300000 yuan on Liu and Liu, of which Liu and Liu respectively bear 150000 yuan.
Source: Yang Qian, editor in charge of China fund daily_ NF4425