【The case of "Investor Protection, Clear Rules, Knowing Risks" - Beware of the "high transfer" of listed companies with impure motives】

As one of the hot topics that has attracted much attention from the market, "High Delivery Transfer" is often sought after by small and medium investors. In the A-share market, some listed companies choose to "generously" announce "10 get 20", or even "10 get 30" and other "high-send-transfer" schemes before the disclosure of semi-annual and annual reports, so as to greatly increase their stock prices and provoke them. Investors' nerves have alienated "high delivery" into a hype theme or a "elixir" that cooperates with major shareholders or insiders to reduce their holdings.

X Company once used a combination of "'high-send transfer' + 'reduction and cash-out' + 'large pre-loss'" to lure unknowing investors to speculate on the company's stock price and improper "market value management" "Buy the order. At the beginning of 2015, Company X released the plan of "High-speed Transfer". The shareholder of the company, Mr. Y, who is also the chairman and general manager of the company, and the other two shareholders "combined the actual operating conditions of the company in 2014, actively rewarded the shareholders, and shared the company with all shareholders. On the grounds of operating results for future development”, the Company proposed and agreed that the profit distribution plan of “High Delivery and Transfer” in 2014 was “10 to 20”. On the same day, the above-mentioned three shareholders jointly disclosed their shareholding reduction plan, cashing out more than 2 billion yuan. It is worth noting that the company's stock price soared nearly 40% in the short term before the release of the "High Delivery" news.

However, only a few days later, Company X issued a pre-loss announcement of 800 million yuan and warned at the same time that due to the loss in 2013, if the loss continues in 2014, the company's stock may be issued a delisting risk warning. One stone stirred up a thousand waves. The listed company's inconsistency in its performance forecast and the huge loss without warning shocked investors in the market. The company's stock price fluctuated sharply, becoming a "high transfer" to mislead investors and cause losses typical case. According to the lawyer's rough statistics, up to now, the lawsuit against Company X has involved about 400 investors, and the target of the claim is between 80 million yuan and 100 million yuan.

As a shareholder of Company X and concurrently the chairman and general manager of the company, Mr. Y should be aware of or actively verify the company's business operations when proposing and reviewing relevant profit distribution proposals such as "Gao Zhuan Zhuan", and judge profits accordingly. Whether the proposed distribution and related disclosures are consistent with the company's actual operating conditions. In fact, the relevant disclosures of the "high-speed transfer" plan issued by Company X were obviously inconsistent with the pre-loss of the company's performance announced a few days later, which had a significant impact on the judgment of investors. Mr. Y did not perform his duties diligently, and his above-mentioned actions seriously violated the relevant provisions of the "Shanghai Stock Exchange Listing Rules" and the "Shanghai Stock Exchange's Guidelines for the Selection and Behavior of Directors of Listed Companies". The Shanghai Stock Exchange publicly denounced Y, and criticized the other two shareholders and directors at the time.

At the same time, there may also be insider trading, market manipulation and other violations of laws and regulations behind the "high transfer". The China Securities Regulatory Commission has also imposed fines, confiscation of illegal gains, warnings and securities violations against the relevant responsible persons of Company X, who used "high transfer" to cooperate with the illegal insider trading in the process of reducing holdings in a large proportion when they knew the real financial status of the company. Administrative penalties for market bans.

There are indeed "impure motives" of listed companies in the market, which use "high-payment transfer" to cooperate with shareholders to reduce their holdings and lift the ban on restricted shares. There are also a few companies that forcefully promote "high-payment transfer" in the case of turning from profit to loss or even worsening performance. Turn" program. In this regard, in order to protect investors' right to know, the regulatory authorities have comprehensively strengthened the first-line supervision of "high delivery and transfer". For companies that disclose the "high delivery and transfer" plan, they will follow the "three-in-one" supervision model of classified supervision, in-process supervision, and root-level inquiry. Strictly control the first level of information disclosure review.

As a small and medium-sized investor, in order to avoid falling into the trap of "high delivery and transfer", it is necessary to have a more sober and profound understanding of the nature of "high delivery and transfer". "High-send transfer" is essentially the internal structural adjustment of shareholders' rights and interests. Although the company's total share capital has expanded after "high-send transfer", it has no impact on the return on net assets, and the company's profitability will not have any substantial improvement. Investors' shareholders' equity will not increase as a result. Investors are reminded here not to be fooled by this "numbers game".

In addition, the "high delivery and transfer" that does not match the performance is often the "hardest hit area" for stock price speculation and shareholder reduction. When a listed company officially announces the plan of "High Delivery and Zhuan", investors should also focus on the real purpose behind the company's "High Delivery and Zhuan", comprehensively consider the company's development strategy, business performance, etc., and analyze the rationality of "High Delivery and Zhuan". Avoid blindly following suit.