The prospects of the investigation and investigation of the Yuanwang Valley case: all kinds of refusal to use the zero-mouth for the iron case

The CSRC recently announced the punishment cases for two illegal and illegal companies. Among them, Yuanwang Valley Real Control People’s Congress was fined 21 million yuan for insider trading and the market was banned. Another company, Baoli International, was punished for violating the rules. A number of executives were also given warnings and fines. See how they all "ride the way" of investors.

Insider trading, self-owned shares, Yuanwang Valley real controller Xu Yusuo, allegedly fined

First, the reorganization of the shackles, and then the insider trading exposure, Yuan Yu Valley actual controller Xu Yusuo can be described as "the loss of the wife and the soldiers", in order to reduce the guilty, Xu Yusuo refusing to resist, all kinds of refusal, behind the twists and turns of the case investigation, is objective evidence for " Xu Yusuo was finally fined 21 million yuan and was banned by the market.

The inspectors of the China Securities Regulatory Commission and Xu Yusuo’s wits and wits are comparable to commercial blockbusters, investigations and counter-investigations; investigations and obstruction of investigations; identification of guilt and refusal to find people, and this between retreat and retreat is quite dramatic.

At the beginning of the listing, the real controllers began to make big profits in insider trading.

This insider trading originated from an overseas investment. On August 28, 2014, Xu Yusuo, Yuanwanggu Secretary and Investment Manager made initial contact with shareholders of Bibliotheca Group GmbH to discuss the valuation and investment structure of Bibliotheca Group GmbH. On September 11, 2014, the two parties signed a confidentiality agreement. On October 23, 2014, the two sides held talks again. Yuanwang Valley proposed preliminary acquisition intentions, including valuation methods and investment structure, and initially determined the purchase price of 100 million euros. After several rounds of consultations, in March 2015. On the 26th, Yuanwang Valley issued a notice to plan major events, and the company's shares were suspended from the same day.

However, the reorganization took place shortly after two months. On May 14, 2015, Yuanwang Valley issued a notice stating that the timing of related matters involved in this restructuring has not yet fully matured, so the major asset restructuring was terminated and the company's shares resumed trading from the same day.

In the process, Xu Yusuo, the actual controller of Yuanwang Valley, is the main decision maker and promoter of this major asset reorganization. He is involved in the acquisition and is inside information insider. It knows the inside information no later than September 2014. 11th. Despite the loss of overseas “gold rush”, Xu Yusuo profited from insider trading in the process. Xu Yusuo controlled the use of "Liao Mosong" account to buy 250,000 shares of "Yuanwang Valley" before the inside information was released, and gained more than 5.4 million yuan.

The investigation by the investigation personnel of the China Securities Regulatory Commission found that Xu Yusuo began to control the use of his distant relatives, Liao Mosong’s securities account, to frequently trade “Yuanwanggu” stocks in the long-term listing of Yuanwanggu in 2007, engaging in short-term trading and insider trading, and the nature of illegal acts. bad.

A special background is that Xu Yusuo fled from October 24, 2012 to November 27, 2014 on suspicion of bribery. On November 28, 2014, Xu Yusuo surrendered to the country and Xu Yusuo was in contact with Bibliotheca Group GmbH during the escape period and began to promote the acquisition. At the beginning of the investigation of this case, Xu Yusuo’s judicial procedure for the bribery of the above-mentioned units has not yet ended. The old things have not happened, and new things have come again, which has a great impact on Xu Yusuo. Therefore, Xu Yusuo is recalcitrant and refuses to admit the illegal facts.

In order to punish and punish all kinds of evidence in front of the evidence

Xu Yusuo made three moves "killer", but they were all effectively attacked by the inspectors.

First, the hidden order computer obstructed the investigation. The investigation team found that the transactions in the Liao Mosong securities account suspected of insider trading were placed in the Yuanwang Valley company using the office computer. The investigation team immediately went to Yuanwanggu Company to find the computer. However, the investigators did not find the computer in Yuanwanggu, and the computer in Xu Yusuo’s office was removed.

Second, the account control relationship is not determined. Xu Yusuo knew that insider information could not be refuted, so he took the form of denying the account control relationship to deal with the investigation. Xu Yusuo has a strong anti-investigation awareness. In this regard, the investigators proceeded from the objective evidence to analyze the control relationship of the account.

For example, when investigating the account of Liao Mosong, the investigation team extended the investigation of the existing Xu Moyang (the son of Xu Yusuo) account and found that there is a high degree of convergence between the two. The investigation team immediately talked about Xu Yusuo, Xu Yusuo explained that it promoted the far The situation of Wanggu’s reorganization was also acknowledged by the actual use of Xu’s account (Xu’s account has never been traded “Yuanwang Valley”). After curing Xu Yusuo’s control of Xu’s account, the investigators began to ask about the account of Liao’s account. Xu Yusuo began to feel uneasy and said that he did not know Liao Mosong. The investigators immediately showed them Liao Mosong and Xu Mouyang. Evidence that the account transaction is highly convergent, Xu Yusuo suddenly paused, and after a long silence, he said that he could not remember it, and asked for another day to explain. In the end, based on the multi-faceted objective evidence on the basis of full argumentation and reasoning, the investigation team determined that the Liao Mosong account was actually controlled and used by Xu Yusuo, and the account control relationship was determined in the case of “zero confession”.

The third is to rely on everything to find someone to "top package." At the beginning of the investigation, Xu Yusuo insisted that he did not know Liao Mosong, did not understand the situation of Liao Mosong's securities account, and Liao Mosong said that his account entrusted a friend from Singapore to help. As the investigators pointed out the relationship between Xu Yusuo and Liao Mosong's accounts one by one, Xu Yusuo and Liao Mosong also said that the two were distant relatives, Xu Yusuo transferred to Liao Mosong to lend money to Liao Mosong. With the deepening of the investigation, Xu Yusuo gradually realized that it was impossible to easily evade the accountability, so he arranged for Liao Mosong to acknowledge that the account was operated by Liao Mosong and attempted to abandon the car. The investigation team always insisted on attaching importance to objective evidence, and carefully observed the statements of the parties with obvious interests. Through careful analysis and argumentation of the objective evidence, it was finally determined that the account of Liao Mosong was actually controlled by Xu Yusuo, and finally the case was verified.

The SFC inspectors said that since the listing of Yuanwang Valley in 2007, Xu Yusuo has controlled the Liao Mosong account to trade "Yuanwang Valley" frequently. There are a large number of illegal activities in window trading and short-term trading, which have not been discovered for a long time. The amount of illegal insider trading was huge, and the nature of illegal acts was bad. The CSRC gave heavy punishment to Xu Yusuo according to the standard of “no penalty for three”, accumulatively fined more than 21 million yuan, and adopted a securities market ban for Xu Yusuo for 5 years.

False letter management market value? Baoli International’s letter was violated by the law

As the first case of voluntary information disclosure violations by listed companies, Baoli International has received much attention. Not only has the company itself been subject to penalties, but also a number of executives have been warned and received a ticket.

The auditors of the China Securities Regulatory Commission said that the investigation and handling of the case is intended to regulate the information disclosure behavior of listed companies, and fundamentally correct the misunderstanding of market value management for those with bad intentions. Whether it is legal or voluntary, the information disclosure of listed companies must be done. Words and deeds are consistent, beginning and end.

Baoli International's "five sins": the letter is not happy

Baoli International is a private listed company mainly engaged in the production, sales and research of asphalt products. In the past two years, due to the adjustment of the national industrial structure and the downturn of the traditional manufacturing industry, the performance has fallen sharply, and enterprises are in urgent need of transformation and upgrading. Zhou Dehong, the chairman and actual controller of the company, proposed that the country should vigorously support the “One Belt and One Road” strategy and complete the “secondary venture” of the company through “going out”. The purpose is justified and the means are improper.

Baoli International issued five foreign investment announcements from January to August 2015, involving “five sins”. First, it failed to disclose the changes in the establishment of Baoli Russia International Investment Co., Ltd.; Disclosed the significant changes in the progress of the Memorandum of Cooperation signed with the Far Eastern Development Department of the Russian Federation; the third is the failure to truthfully disclose the cooperation between the Russian Federal Highways and Poly Holdings (Singapore) Pte Ltd. In the case of major changes such as the progress of the Memorandum, the Self-examination and Correction Notice has the information disclosure violations; the fourth is the failure to truthfully disclose the progress of the Memorandum of Understanding signed with the Belarusian National Petrochemical Company and the Naftan Refinery Company. The situation of major changes; the fifth is the failure to truthfully disclose the significant changes that have taken place in the progress of the Cooperation Framework Agreement with AVIC Aircraft Co., Ltd.

The auditors of the China Securities Regulatory Commission introduced that the announcements previously disclosed by the listed company were true and were voluntary disclosures. The overseas investment company involved in the announcement and the letter of intent for investment cooperation signed with foreign investors are real. However, because the intentional agreement does not have the main terms on which the contract is based, it needs to be signed and implemented in the future. Therefore, it is generally considered that it does not have the binding force on the Contract Law and it is difficult to identify it as “the Measures for the Administration of Information Disclosure”. "Important contracts" are not temporary reports that require mandatory disclosure of related matters. Baoli International is using this loophole to use new misleading tricks to achieve illegal purposes.

Different from previous violations, Baoli International's announcements are characterized by long duration and rhythm-ordered progress, ranging from the asphalt trade related to the main business to the derivative infrastructure construction project to the cross-border aviation engine. Manufacturing, this can easily lead investors to the illusion that the company actively expands its overseas business and reports frequently.

“The company did not disclose the unfavorable progress of the previous announcements.” The investigation by the CSRC inspectors found that the company’s letter of intent announced during the period of the case failed to sign a specific agreement, and the company even explicitly terminated the relevant business. And do not hesitate to dismiss the heavily employed professionals in the form of default.

A noteworthy detail is that the business operations and personnel appointments and exemptions of Baoli International's overseas subsidiaries are all handled by Zhou Dehong and completely isolated from the domestic parent company. The board of directors of a listed company lacks a comprehensive and timely understanding of the information on the overseas business activities of its subsidiaries. It can only make decisions based on Zhou Dehong's personal words and loses the independence of performing duties.

The above-mentioned inspectors said that Zhou Dehong strictly controlled the content and timing of information disclosure. Even after being investigated, he asked the secretary-general to issue a correction notice with false records and misleading statements in his personal name. The illegal behavior is rampant and nature. The shock is so shocking that it completely exposes the dilemma that the internal control system of the “one big one” is difficult to implement.

Top penalty and market ban

There are many difficulties in handling the Baoli International case. Because the announcement involves overseas investment projects, the party to the letter of intent is a Russian government department or a state-owned enterprise. The verification and verification of relevant engineering projects, the examination of documentary evidence and witness testimony, etc. The cases are different from the law enforcement in the country, and the language barriers of some materials and the retrieval and application of extraterritorial laws and regulations have become the problems that investigators must face and overcome.

The investigators collected information about the online media through the previous review of the clues and company announcements, and analyzed the changes in the company's stock price at the time of each announcement. It was found that Baoli International's annual business transactions and information disclosure were both overseas. The theme of the investment was related to the final breakthrough. The company was given a fine of 600,000, and several executives were punished. Zhou Dehong was taken to market ban.

Insiders pointed out that the major case of Baoli International coincided with the aftermath of the Chinese stock market. The use of false statements and means of ignoring the illegal behavior of stock prices was a phenomenon under abnormal fluctuations, disrupting market order and timely Investigating and handling such typical cases, investigating the legal liability of the illegal elements and paying a heavy price, responding to the market's doubts and waits in a timely manner, not only highlights the determination of the regulatory authorities to maintain market order, but also helps to clarify the boundaries of responsibility and strengthen the authority of law enforcement. Rebuilding market confidence and consolidating the market base is in line with the common interests and expectations of all parties involved in the market.

The inspectors of the China Securities Regulatory Commission said that the investigation and punishment of illegal information disclosure violations showed that the regulators were determined to crack down on the market value management of information disclosure and to make unremitting efforts to violate the law. By standardizing the information disclosure behavior, the original Qingyuan, fundamentally correct the distorted understanding of the market value management of the bad-hearted people, whether it is legal coercion or active voluntary, the information disclosure of listed companies must be consistent, beginning and end. Supervise the establishment of mechanisms and channels for benign communication between listed companies and investors. At the same time, through the market ban measures imposed by Zhou Dehong, the actual controller of Baoli International, the policy makers of listed companies are warned of the law and the market. The board of directors is the “deputy hall” and not the “one-word hall”. Any indifferent to listed companies The corporate governance structure, which is a behavior that challenges legal authority, will certainly not be allowed in the capital market and become an exile of the market.

Enter [Sina Finance and Economics Unit] Discussion

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