According to the relevant provisions of the securities law of the peoples Republic of China (hereinafter referred to as the securities law of the peoples Republic of China) revised in 2005, the SFC filed a case, investigated and tried sun Qiushengs insider trading in the shares of Xincheng Holding Group Co., Ltd. (hereinafter referred to as Xincheng Holdings), and informed the parties of the facts, reasons, basis and the parties basis for administrative punishment according to law At the request of sun Qiusheng, the party concerned, a hearing was held on July 2, 2020 to hear the statements and pleadings of sun Qiusheng and his agents. The investigation and trial of this case have been concluded.
After investigation, sun Qiusheng had the following illegal facts:
1u3001 The formation and disclosure of inside information
At noon on July 1, 2019, Wang Zhaohua, then chairman of Xincheng holdings, asked sun Qiusheng to discuss how to deal with the alarm of the family members of the victims who were suspected of child molestation. After that, sun Qiusheng went to other floors.
At about 13:00 on July 1, 2019, four policemen from the police station of Shanghai Municipal Public Security Bureau went to the front desk of block a of Xincheng holding building. Zhang, the Secretary of the then chairman of the board, received the visiting police in the VIP reception room on the 17th floor. Wangs driver Yu told Zhang that Wang would return in about an hour and a half. When sun Qiusheng returned to the 17th floor of Xincheng holding company again, he met the police and was taken back to the police station for questioning. When sun Qiusheng came out of the police station that night, he saw that Wang Xusheng was also being questioned at the police station.
At about 9:30 on July 3, 2019, Wang xsong informed director Lv Xiaoping, deputy general manager and director Liang Mou Cheng, vice president and director Chen Mali, financial director Guan Zhaodong and director Chen Mou Li, scheduled to hold the meeting at about 13:00 on July 3, 2019.
From 13:00 to 14:00 on July 3, 2019, Wang, Liang, Chen, LV, Guan, Chen and Zhang arrived at the meeting room. Wang told Wang at the meeting to cooperate in the investigation at the police station, requiring the companys directors and senior managers to assess risks and prepare risk prevention plans. The directors and senior managers attending the meeting asked Wang to obtain further confirmation documents for preparation Information disclosure.
At about 16:30 on July 3, 2019, Wang received the written detention notice and returned to the company. According to the detention notice issued by Shanghai Public Security Bureau, our bureau has detained Wang Xiaohua suspected of child molestation crime at 16:58 on July 2, 2019. Since then, the board of directors of Xincheng holdings confirmed that Wang Zhaohua, the then chairman of the board, was detained in criminal cases, and Chen, Secretary of the board of directors, organized the information disclosure work.
At about 21:48 on July 3, 2019, Metro holdings uploaded the information disclosure document to the website of Shanghai Stock Exchange, and published it on the designated information disclosure media on July 4.
2u3001 Sun holding in insider trading
uff081uff09 Sun Qiusheng knows inside information
uff082uff09 Sun Qiusheng controls the use of Sun Qiusheng and Qian xujuan securities accounts to trade Xincheng Holdings
Sun Qiusheng securities account was opened in the securities business department of Shanghai Century Avenue of Guohai Securities on April 25, 2001, under which the general account number of Shanghai stock market shareholders is a19xxx1811 and that of Shenzhen stock market shareholders is 005xxx8503. The securities account of Qian Xijuan is opened in the securities business department of China Merchants Securities, Loushanguan Road, Shanghai, with the general account number of shareholders in Shanghai stock market a19xxx4567 and the general account number of shareholders in Shenzhen Stock Exchange 010xxx354. Sun Qiusheng and Qian xujuan are husband and wife relationship. Before and after the sensitive period of insider information, there is no large amount of capital in and out of the Sun Qiusheng securities account and the Qian Mou Juan securities account, and the main source of funds is their own funds.
The securities accounts of Sun Qiusheng and Qian xujuan sold Xincheng Holdings on July 2 and 3, 2019, which were all traded through sun Qiushengs mobile phone number. Sun Qiusheng admitted that the actual controller of Sun Qiusheng and Qian xujuan securities accounts was Sun Qiusheng himself, and admitted that the transaction behavior of selling Xincheng Holdings on July 2 and 3, 2019 was made by sun Qiusheng himself.
During the sensitive period of insider information, Sun Qiusheng securities account sold 25000 shares of Xincheng Holdings on July 2 and 3, 2019, with a transaction amount of 1036209 yuan; and Qian xujuan securities account sold 25000 shares of Xincheng Holdings on July 2 and 3, 2019, with a transaction amount of 1038365 yuan and a total loss avoidance amount of 654335.56 yuan.
uff083uff09 The time when sun Qiusheng sold Xincheng Holdings was highly consistent with the time when he learned the inside information and the formation time of inside information
On July 1, 2019, sun Qiusheng contacted Wang Xiaohua, an insider of insider information, and learned that Wang was investigated by the public security organ for suspected child molestation. On July 2, 20000 shares of Xincheng Holdings were sold in the securities accounts of Sun Qiusheng and Qian Xijuan, and Xincheng Holdings 5 were sold in the securities accounts of Sun Qiusheng and Qian Xijuan on July 3, On July 4, the information disclosure document of Xincheng holdings on the detention of the actual controller and chairman of the company was published in the designated information disclosure media.
According to the transaction flow of Sun Qiusheng and Qian xujuan securities accounts, from May 15 to July 1, there was no trading of Xincheng Holdings. On July 1, sun Qiusheng knew that Wang was suspected of child molestation and was investigated by the public security organs, he sold Xincheng Holdings on July 2 and 3. Sun Qiushengs selling time of Xincheng Holdings is highly consistent with the time when he is informed of the inside information and the formation time of the inside information. His motivation to sell Xincheng Holdings in order to avoid losses in the sensitive period is obvious.
The above-mentioned illegal facts can be confirmed by the record of inquiry, announcement and explanation of Metro holdings, transaction records, bank account information, bank securities transfer records and other evidences.
Sun Qiushengs above-mentioned behaviors violate the provisions of Article 73 and paragraph 1 of Article 76 of the securities law of 2005, and constitute the insider trading mentioned in article 202 of the securities law of 2005.
Sun Qiusheng and his agent put forward the following defense opinions in his defense materials and the hearing process:
Second, the fact of insider information is not clear and the evidence is insufficient. First of all, sun Qiusheng does not meet the subject requirements of insider trading. Sun Qiusheng and Wang Xiaohua are only the cooperative relationship of elevator sales and installation. They do not belong to the insider of inside information of securities trading listed in Article 74 of the securities law of 2005, nor the person who illegally obtains insider information stipulated in the securities law of 2005, and is not the subject of insider trading. Secondly, the content of inside information is wrong. From the time of Xincheng holdings information disclosure, Xincheng holdings disclosed Wangs suspected crime only when Wang formally obtained the written detention notice from the public security organ. Subsequently, Xincheng holdings mentioned Xincheng holdings many times in response to the regulatory authorities verification on whether Xincheng holdings failed to fulfill the obligation of information disclosure in time Whether the information disclosure obligation should be fulfilled depends on whether there is sufficient evidence to show that Wang has been taken compulsory measures by the public security organs. However, after the above reply announcement was made, the regulatory authorities did not ask whether Xincheng holdings fulfilled the obligation of information disclosure in time. The regulatory authorities recognized that Xincheng holdings took taking compulsory measures as the formation time of the major event in information disclosure, but required sun Qiusheng to know that Wangs suspected child molestation was investigated by the public security organs as a major event, and there was a double standard, which was neither legal nor reasonable.
Thirdly, sun Qiushengs trading of Xincheng holding stock is not based on knowing inside information, but is purely a normal independent trading.
Fourth, the willingness to ask for lighter, mitigated or exempted punishment. Sun Qiushengs trading is selling behavior, not actively buying stocks for profit. At the same time, sun Qiusheng is passively aware of inside information and is not subjective and vicious. He did not sell all the stocks of Xincheng holding in the sensitive period. He actively cooperated in the investigation stage. At the same time, sun Qiusheng is enthusiastic about public welfare. As a private entrepreneur, he always abides by the law and operates in accordance with the law. He has made outstanding contributions to the society in tax and employment. In addition, during the epidemic period, sun Qiusheng donated nearly 300000 yuan in cash and medical supplies to the epidemic area in Hubei Province, and organized the company to actively contribute to the fight against the epidemic.
To sum up, the party concerned requests exemption from punishment, or a lighter or mitigated punishment.
After review, I will consider that:
First, Article 67 (2) (12) of the securities law of 2005 clearly authorized the CSRC to make provisions on other major events. Therefore, from the perspective of regulating information disclosure behavior and protecting the legitimate rights and interests of investors, the article 30 (2) (11) of Article 30, paragraph 2 (11) stipulates that directors of listed companies who are suspected of violating laws and disciplines are investigated by competent authorities as a major event It is based on the law.
Secondly, sun Qiusheng has a close relationship with Wang Xiaohua, the insider of insider information. During the period of insider information sensitivity, sun Qiusheng contacted Wang Xiaohua, got to know the inside information, and illegally used the insider information to engage in the stock trading of Xincheng Holdings. The relevant trading behavior was obviously abnormal, and there was no legitimate reason or proper information source. Therefore, based on the above factors, I will determine the party concerned as illegal Those who obtain inside information have clear facts and solid evidence.
In addition, there is a certain process from the formation of inside information to the disclosure, and the formation time of inside information is not equal to the legal time of information disclosure of listed companies.
Thirdly, according to the trading flow of Sun Qiusheng and Qian xujuan securities accounts, sun Qiusheng did not trade Xincheng Holdings stocks from May 15 to July 1, 2019. After knowing the inside information on July 1, he sold the shares of Xincheng Holdings on July 2 and 3, which can prove that the reason why Sun Qiusheng traded Xincheng Holdings shares during the sensitive period was that he knew the then chairman Wang Zhaohua Inside information investigated by public security organs.
Within 15 days from the date of receiving this punishment decision, the above-mentioned parties shall remit the fines and confiscations to the China Securities Regulatory Commission with the opening bank: Beijing Branch Business Department of China CITIC Bank, account No.: 7111010189800000162, which shall be directly turned over to the state treasury, and a copy of the payment certificate with the name of the party shall be sent to the office of the administrative penalty Committee of the China Securities Regulatory Commission keep on record. If the party concerned is not satisfied with the punishment decision, it may apply to the China Securities Regulatory Commission for administrative reconsideration within 60 days after receiving the punishment decision, or directly file an administrative lawsuit with the peoples court with jurisdiction within 6 months from the date of receiving the punishment decision. During the period of reconsideration and litigation, the execution of the above decision shall not be suspended. China Securities Regulatory Commission on August 3, 2020 read a number of bank warnings: if credit card funds buy real estate and stock speculation, the amount will be reduced and payment will be stopped. The former chairman of Wantong technology is accused of being punished by the major shareholder of criminal case. Lei Juns first response and Dong Mingzhus 5-year bet: I won the regret bet in the sixth year. Source: Zhong Qiming, editor in charge of China Securities Regulatory Commission_ NF5619
Within 15 days from the date of receiving this punishment decision, the above-mentioned parties shall remit the fines and confiscations to the China Securities Regulatory Commission with the opening bank: Beijing Branch Business Department of China CITIC Bank, account No.: 7111010189800000162, which shall be directly turned over to the state treasury, and a copy of the payment certificate with the name of the party shall be sent to the office of the administrative penalty Committee of the China Securities Regulatory Commission keep on record. If the party concerned is not satisfied with the punishment decision, it may apply to the China Securities Regulatory Commission for administrative reconsideration within 60 days after receiving the punishment decision, or directly file an administrative lawsuit with the peoples court with jurisdiction within 6 months from the date of receiving the punishment decision. During the period of reconsideration and litigation, the execution of the above decision shall not be suspended.