In the securities market, information disclosure is not only the exclusive obligation of listed companies, investors will also be faced with the 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 analyze in detail how equity changes should be disclosed to investors.
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 equity change report 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 fell from 53.91% to 49.11%. Judging from the reduction of 4.8%, it did not reach 5%. Many investors have questions here. Do you need to disclose their rights? Change report? According to the "Administrative Measures for the Acquisition of Non-listed Public Companies" (hereinafter referred to as the "Acquisition Measures"), after the shares held by investors and persons acting in concert have reached 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 a time, the change in shareholders’ equity shall be compiled within 3 days from the date of the fact. Report), each increase or decrease of 5% of the public company’s issued shares (that is, every time the shares held by the public company reaches an integral multiple of 5%), it shall be disclosed, and since the fact From the date of disclosure to 2 days after the disclosure, no further trading of the public company’s stock is allowed. Investors are invited to pay attention to this sentence: "every time the shares they have an interest in reaches an integral multiple of 5%", it means that the proportion of the listed company's issued shares held by the investors and their concerted parties after the share changes shall prevail , Not based on 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 fallen below and triggered the disclosure red line of 50% (50% is an integer multiple of 5%). Investor A will be on the day after the change in holdings 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 means 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 reduction of 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 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, from the date of the fact to 2 Within days, it is not allowed to trade the stocks 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.
In addition to the above-mentioned violations of information disclosure, investors have also been punished due to problems with the contents 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 4.189 million shares of company Z held by the investment company through the trading platform of the national stock transfer system according to 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 contents of the "Agreement" but made a repurchase action, which made this action quite confusing, and it was easier to give other investors a hint of "optimistic about the company's development" and inspire the listed company Z Investment interest and formed psychological expectations for the company’s stock price. This violation not only violates the "Detailed Rules for Information Disclosure of Listed Companies in the National Small and Medium-sized Enterprise Share Transfer System (Trial)", the obligor of information disclosure shall disclose information truthfully, accurately, completely and in a timely manner, and shall not contain 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". Information disclosure obligors should disclose the changes in equity 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 have a fluke mentality. 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. (Source: SFC website)