【"Investor Protection • Clear Rules, Know Risks" case - information disclosure is also required for changes in equity, do you know investors? 】

In the securities market, information disclosure is not only the exclusive obligation of listed companies, but investors will also face situations where they need to disclose information. Especially in the NEEQ market, the composition of investors is very different from that of the A-share market, mainly institutional and high-net-worth individual investors, while the listed companies are mainly small, medium and micro enterprises, and most of the listed companies have a small share capital. , the shareholding structure is relatively simple, so the changes in the rights and interests of investors are more likely to touch the red line that needs to be disclosed in the "Report on Changes in Equity". We use the following two cases to explain to investors in detail how to disclose information on changes in rights and interests.

On November 23, 2016, Investor A sold 3,450,000 shares of listed company G by way of agreement transfer, and its shareholding ratio decreased from 53.91% to 49.11%, and disclosed a report on changes in equity the next day . On November 25 and November 28, 2016, Investor A continued to purchase 1,000 shares of listed company G and sold 3,000,000 shares of listed company G by agreement transfer, accounting for the total share capital of the listed company respectively. 0.001%, 4.38%. Is Investor A's above behavior illegal? Let us analyze the three stock trading behaviors of Investor A in detail:

The first reduction: Investor A's shareholding ratio dropped from 53.91% to 49.11%. Judging from the reduction of 4.8%, it did not reach 5%. Many investors' questions are also here. Need to disclose a change in equity report? According to the "Administrative Measures for the Acquisition of Unlisted Public Companies" (hereinafter referred to as the "Acquisition Measures"), after the shares held by investors and their persons acting in concert reach 10% of the issued shares of the public company (investors are reminded that they are not related to listed companies) The company's regulations are different. When the listed company's information disclosure obligor holds or controls 5% of the listed company's issued shares, or obtains more than 5% at one time, and the aggregate calculation exceeds 5%, the change in shareholders' equity shall be compiled within 3 days from the date of the occurrence of the fact. Report), every 5% increase or decrease in the proportion of the shares in which it is interested in the issued shares of the public company (that is, every time the shares in which it is interested reaches an integral multiple of 5%), should be disclosed, and since the occurrence of this fact From the date of disclosure to 2 days after the disclosure, the stock of the public company shall not be traded again. Investors are advised to pay attention to this sentence: "Every time the shares of which it owns equity reaches an integral multiple of 5%", it means that the proportion of the issued shares of the listed company held by the investors and their concerted actors shall prevail. , rather than the number of shares that 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%). That is, on November 24, 2016, this disclosure requirement was fulfilled.

Second increase in holdings: On November 25, 2016, Investor A bought 1,000 G shares of the listed company again by means of agreement transfer. Although it only accounted for 0.001% of the total share capital of the listed company, this increase in holdings The behavior violated the provisions on the time point of equity changes in the Acquisition Measures, 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 November 24, 2016, the disclosure date of the previous equity change of investor A as T day, then when A wants to make another equity change, it should be on T+3 day, which is November 28 (due to 2016 November 27th is a weekend, so it will be postponed to the next working day according to law).

The third reduction, on November 28, 2016, the investor sold 3,000,000 shares of the listed company by agreement transfer, accounting for 4.38% of the total share capital of the listed company. From this point on, Investor A In terms of the number of shares owned, 44.731% is already lower than the disclosure red line of 45% (45% is an integer multiple of 5%), so investors must prepare and disclose a report on changes in equity within 2 days, and within 2 days since the occurrence of this fact. From the date of disclosure to 2 days after the disclosure, no further trading of the shares of the listed company is allowed.

For Investor A's stock trading violations, the National Equities Exchange and Quotations Company, in accordance with Article 6.1 of the "National Small and Medium Enterprises Share Transfer System Business Rules (Trial)", takes self-regulatory measures against Investor A requiring the submission of written commitments .

In addition to the above-mentioned violations of information disclosure, investors were also punished due to problems with the contents disclosed in the Equity Change Report. Let's look at the following case.

On May 23, 2016, the chairman S of the listed company Z repurchased 4.189 million shares of the Z company held by the investment company through the NEEQ trading platform according to the agreement signed with an investment company. On May 24, 2016, S, as the information disclosure obligor, disclosed the "Report on Changes in Equity", but did not mention the relevant content of the "Agreement" in the report. Chairman S covered up the contents of the "Agreement", but made a repurchase move, which made this action quite confusing, and it was easier to give other investors a hint of "optimistic about the company's development", and stimulated interest in the listed company Z. investment interest and form psychological expectations for the company's stock price. This violation not only violates the "Detailed Rules for Information Disclosure of Companies Listed on the National Equities Exchange and Quotations (Trial)", the information disclosure obligor shall disclose information truthfully, accurately, completely and in a timely manner, and shall not contain false records or misleading statements or major omissions, and also violates the provisions of the "Standards for the Content and Format of Information Disclosure by Unlisted Public Companies No. 5 - Equity Change Report, Acquisition Report and Tender Offer Report", the information disclosure obligor shall disclose the information involved in the equity change The main contents of relevant agreements, administrative transfers or changes, court rulings and other documents. For the violations of the above-mentioned investors, the China Securities Regulatory Commission has adopted administrative supervision measures of issuing warning letters, and recorded them in the integrity file of the securities and futures market.

The above case also reminds investors in the NEEQ market 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 for situations involving changes in equity. At the same time, I advise those investors who have a fluke mentality that the sword of regulation is not only for listed companies, but also applies to investors. If they do not act according to market rules, they will be punished. Integrity is fundamental in the capital market. Don't ruin your reputation because of petty profits.