undercurrents rushing
Author: Link
Editor: Liu Haibin
Previous storm about the alienation of over-the-counter options into insider trading tools has not yet subsided, and new changes are brewing secretly.
Tradewind (ID: TradeWind01) noticed that some third-party intermediary institutions have recently begun to quietly transfer the main accounts with OTC 532 qualifications to the outside world at a low price, and some accounts are sold for only tens of thousands of yuan.
Some analysts believe that this phenomenon may be related to the expectation that some trading participants may usher in tightening over-the-counter option supervision, and then the over-the-counter option qualifications may be reshuffled.
A securities company close to the regulatory authorities pointed out that there are obvious violations in private transactions of over-the-counter option accounts, "buying shells and selling shells".
On the one hand, investors who do not have trading qualifications can break through the threshold of participation of over-the-counter options by "buying a shell", which violates investor suitability management and easily induces financial risks; on the other hand, securities firms as main traders also find it difficult to effectively identify the identity of over-the-counter option participants, which can easily encourage illegal activities such as insider trading and market manipulation.
At the same time, participating in over-the-counter options trading by "purchasing shell accounts" also lacks sufficient transaction guarantees. Once the regulatory authorities initiate qualification verification or tighten related businesses, the capital investment used to purchase accounts will also become "a waste of money."
01
"Selling Shell" chain tide
08 Since August, rumors about public fund managers participating in derivative transactions in violation of regulations have been fermented in the institutional parts market, presenting the trading tool of "heraled leverage " in the public eye.
Although the above case has not yet been finalized, the phenomenon of " shell company " sales related to over-the-counter options seems to have begun to quietly increase.
The so-called over-the-counter options "shell company" mainly refers to legal person accounts that meet the conditions of the "Notice on Further Strengthening the Self-Discipline Management of Over-the-Counter Options Business of Securities Companies" (hereinafter referred to as the "Options Notice") and have signed SAC and other main agreements with several over-the-counter derivatives traders.
According to the "Options Notice", legal persons participating in over-the-counter options have a net asset of no less than RMB 50 million and financial assets of no less than RMB 20 million at the end of the year, and have more than 3 years of investment experience in securities, funds, futures , gold, foreign exchange and other related investments. This is also the origin of the "523 qualification" commonly known in the field of over-the-counter options.
In the context of the prevalence of over-the-counter options "shell trading", investors who do not meet the over-the-counter options qualifications can obviously break through investor suitability management in disguise by acquiring companies with such qualifications and obtaining the trading qualifications of over-the-counter derivatives.
For example, an intermediary engaged in over-the-counter options "shell" transactions in the market introduced to TradeWind (ID: TradeWind01) that he is currently transferring a legal person account with the authority to open an over-the-counter option position to the outside world.
According to the person, the quotation price of an available-for-sale entity A (hereinafter referred to as "Police A") with 532 qualification entity A (hereinafter referred to as "Police A") is only 100,000 yuan. At present, the entity has signed an over-the-counter option SAC agreement with six traders including CITIC Construction Investment , CITIC CSI, Galaxy Derui, and Yongan Futures, and has been recognized as a professional investor in Class II/III.
"If you sincerely collect the price, you can talk about it later." The above-mentioned intermediary of the "shell company" selling the over-the-counter options revealed. "There are many customers who come to buy qualifications, and we will also define risks and rights and responsibilities clearly."
This also means that an investor who does not have over-the-counter options trading qualifications can easily bypass the potential option threshold by spending less than 100,000 yuan.
" stock options direction and strategy are done right and make money quickly, so it is easy to cover the cost of 'buying shell'." A trader who knows about over-the-counter options admitted.
According to a notice confirmation letter signed by entity A and CICC Securities obtained by Trust Wind (ID: TradeWind01), it shows that entity A has been recognized as a "professional investor" and has signed a derivative agreement. When accepting products and services within two years, CICC Securities will not match them appropriately. At the same time, the relevant risk disclosure and information notification process will also be simplified, but the investment risks brought by this will also be borne by entity A.
02
How to "take a detour" qualification verification
According to the provisions of the "Options Notice", over-the-counter option investors must meet the investor suitability requirements including "532", which is far from a condition that is met for a transaction of a "shell company" that costs less than 100,000 yuan.
However, the reason why the over-the-counter option "shell trading" is that even if the entity that has obtained transaction qualifications changes to the actual controller and shareholders, it will not affect its subsequent position opening operations.
"It doesn't matter if you exchange shareholders, because they are all achieved through authorization relationships." The above-mentioned intermediary of the "shell company" who sells the over-the-counter options said, "Because the actual transaction is the transaction authorization given to the brokerage firm, and the original authorized person of the business can also help you place an order after the change of the business, but generally customers will still go to the brokerage firm to change the transaction authorization, which is definitely more convenient."
In fact, securities management institutions as over-the-counter derivatives traders usually review the relevant qualifications of derivative investment counterparts year by year.
According to a brokerage firm who knows the over-the-counter options business, many over-the-counter derivatives traders have a relatively simple review process for existing qualified investors. That is, after completing the initial "investing", they are only required to submit the audit report for the previous year before the end of April each year, and they can often confirm their trading qualifications for the new year without any abnormal situations.
"This entity can open a position and trade immediately after acquisition, because the annual review will be conducted in the second year, and the position can be opened normally before." The above-mentioned intermediary revealed, "If you need to submit an audit report in the second year, we can also assist in cooperation to allow your qualifications in the second year to be extended, which will incur some fees for issuing the audit report, but it will only be a few thousand yuan."
"Generally, accounts that have already opened a qualification will not be affected. We have already opened a qualification in the early stage. It's been a long time ago, if there is a problem later, we can also assist in re-issue qualifications." The above-mentioned intermediary further stated, "As long as there is no new policy, basically the 532 qualification can be renewed and retained trading qualifications. At present, it can guarantee that you can be traded within one year at least, and there will generally be no problems later."
In fact, the profit-seeking demand of securities operating institutions that play the role of a trader in the over-the-counter derivatives market is also one of the deep reasons for the phenomenon of "shell trading" of over-the-counter options.
"Whether it is a brokerage or a futures company, as long as a customer opens a position, it will bring capital intermediary income to these traders, so they generally "turn a blind eye." The above-mentioned brokerage firm person who understands the over-the-counter options business said, "If brokerage and futures companies check too strictly, it is equivalent to affecting their own income, so some brokerage firms will even find ways to help customers avoid investor review."
03
"zero" risk is high
" trading chaos around the over-the-counter option qualification is undoubtedly a challenge to investor suitability management and KYC (Know your customer, fully understand your customers) policies.
"You can open positions in the over-the-counter options market by buying qualifications, which is equivalent to making the investor threshold in the options market nameless. Allowing inappropriate investors to enter the high-leverage and high-risk areas of over-the-counter options will easily bring more uncertainty to the market." A listed brokerage firm close to the regulatory authorities said.
Not only that, the legal person transaction characteristics of over-the-counter options "shell companies" are very likely to become a hidden tool for "sensitive groups" in capital markets such as listed companies such as directors, supervisors and senior managers, fund managers to engage in illegal and irregular activities such as insider trading and market manipulation.
A private equity person who knows about over-the-counter options pointed out that under the "shell company" model, entities engaged in insider trading can obtain over-the-counter option trading qualifications through third-party holdings, etc., and while opening positions to make profits, they can hide their actual control relationship with the account.
"If you buy an account like a fund manager or listed company executive to do insider trading, it may be more concealed, because you can find a third party to hold it on behalf of others, and the capital flow is also carried out through public accounts." The above-mentioned private equity person revealed to News (ID: TradeWind01), "Unless the relationship behind these accounts is checked one by one, this workload is very large."
In fact, the recent increase in the phenomenon of "shell companies" reselling over-the-counter options in the market may be related to the rumors that fund managers suspected of illegally engaged in over-the-counter options trading in August - some holders of over-the-counter option legal person accounts are worried about policy changes. On the one hand, they have reduced or even stopped over-the-counter option trading, and on the other hand, they have begun to transfer related accounts.
"It is not ruled out that someone specializes in the 532-qualified over-the-counter option account opening business, but due to the rumors of fund managers being investigated, the market is worried that policy adjustments will occur. These people also 'sell accounts' in the last policy window period." The above-mentioned trader who knows about over-the-counter options said, "That is to say, buying 532 legal person accounts at this time may also lead to zero account value due to policy adjustments."
