Mergers, acquisitions and reorganizations in the capital market are often easily exploited by "interested parties". However, knowing insider information will make you rich overnight? This may not be the case.
days ago, the Xinjiang Securities Regulatory Bureau issued 6 fines at once for insider trading of " Ningbo Shipping " stocks. Most of the people involved were important insiders of the merger and acquisition target, or the wives, daughters, etc. of the insiders. As far as the fines are concerned, none of the six insider transactions were profitable, and the fines from supervision were superimposed. It was really "losing both the wife and the soldiers."
is quite different from the insider trading disclosed in previous regulatory disclosures. Everyone involved in this case used securities accounts under their own names, and the transaction amount was small, but they also encountered regulatory penalties. In addition, the wife of a company employee claimed that she "did not understand the securities laws", but this reason was not exempted.
Asset restructuring spawned 6 cases of insider trading
The asset transfer of Ningbo Shipping can be traced back to 7 years ago.
As early as October 2012, Zheneng Group, a subsidiary of Zhejiang State-owned Assets, acquired 51% of the shares of Shipping Group, the controlling shareholder of Ningbo Shipping , and launched a tender offer. The actual controller of the company was changed to Zheneng Group. After the acquisition is completed, Zhejiang Neng Group's subsidiaries Fuxing Shipping and Zhejiang Tongli will have a certain degree of horizontal competition with Ningbo Shipping in the domestic coastal cargo transportation business.
To this end, 2013
011 Zheneng Group issued a letter of commitment to avoid horizontal competition, stating that it would take five years to inject the relevant assets of Fuxing Shipping and Zhejiang Tongli engaged in domestic coastal cargo transportation business into Ningbo Shipping, and Ningbo Shipping is the only platform for domestic coastal cargo transportation business under Zheneng Group.
Because of this, on November 15, 2017, Ningbo Shipping determined the overall plan for reorganization: Ningbo Shipping planned to issue shares or pay cash to purchase 51% of the equity of Fuxing Shipping, and Zhejiang Neng Tongli 60% Equity, 77% equity of Jianghai Shipping and 39.2% equity of Beilun Shipping, and in the next stage, we will simultaneously promote the signing of a concerted action agreement with other shareholders of Beilun Shipping such as Haihong Group to realize the consolidation of Ningbo Shipping Beilun Shipping .
In fact, between November 2017 and January 2018, Ningbo Shipping successively held multiple meetings such as the asset restructuring plan planning meeting and the maritime asset integration project work meeting to discuss the restructuring. Because there are many relevant parties involved, the number of insiders of insider information is also constantly expanding.
Judging from the identities of the six people who were punished by supervision this time -
Xu, the spouse of Zheneng Group Secretary Zhang Dongdong
Ding Moufang, the chief accountant of Beilun Shipping
Yan Mouge, the director of Beilun Shipping Office Hu Moufei, Beilun Shipping Supervisor Hu Moubo’s spouse
Lin, Beilun Shipping shareholder
Chen, the daughter of the chairman of Haihong Group, Beilun Shipping General Manager
Among the 6 insider trading parties, 3 are Beilun Shipping The other three are the wives or daughters of the relevant persons in charge of Beilun Shipping and shareholders. According to previous cases of regulatory penalties for insider trading, "people around you" often become the hardest hit areas that lead to insider trading.
6 insider trading cases all suffered losses
What is slightly different from the previous insider trading investigations of under the supervision of is that most of the six people involved this time used securities accounts under their own names for insider trading, and most of them had not yet sold at the time of the incident. The book is in a state of floating loss. Even so, they were also fined by regulators.
Looking at the specific transaction conditions and corresponding penalties:
Xu: Using the account of his cousin-in-law "Feng Mouliang", he bought 405,000 shares of " Ningbo Shipping " on January 18, 2018, with a transaction amount of 2.0239 million yuan; All were sold on May 28-29, 2018, resulting in a loss of 104,100 yuan after deducting commissions and taxes, and a fine of 200,000 yuan was imposed.
Ding Moufang: Using two accounts under his own name, he bought a total of 23,700 shares of " Ningbo Shipping " from December 27 to 29, 2017, with a transaction amount of 121,000 yuan; as of February 19, 2019, no Sold, resulting in a book loss of 10,600 yuan and a fine of 50,000 yuan.
Yan Mouge: Using an account under his own name, he bought 21,300 shares of " Ningbo Shipping " on January 4, 2018, with a transaction amount of 109,900 yuan; as of February 19, 2019, he had not sold any shares, with a book loss of 10,700 yuan. Yuan and was fined 50,000 Yuan.
Hu Moufei: Using an account in her own name, she bought 21,400 shares from January 10 to 11, 2018, with a transaction amount of 110,000 yuan; as of February 19, 2019, she had not sold any shares, with a book loss of 10,300 yuan, and was A fine of 30,000 yuan was imposed.
Lin: Using an account under his own name, he bought 39,900 shares of " Ningbo Shipping " on January 10, 2018, with a transaction amount of 204,500 yuan; as of February 19, 2019, he had not sold any shares, with a book loss of 18,600 yuan. , was fined 30,000 yuan.
Chen: Using an account under his own name, he bought 40,700 shares of " Ningbo Shipping " from November 17 to December 27, 2017, with a transaction amount of 219,200 yuan, and had not sold as of February 19, 2019. The company suffered a book loss of RMB 29,600 and was fined RMB 50,000.
It can be seen that except for Xu, whose transaction amount was relatively large, the transaction volume of the other persons involved was mostly at the level of more than 100,000, and the transactions were infrequent. Except for Xu, two family members were fined 30,000 yuan, and three people involved in the acquisition who were directly involved were fined 50,000 yuan.
However, judging from the stock price of Ningbo Shipping from November 2017 to February 2019, the failure to sell in time by the person involved may not be the "value investment" or "based on market judgment" as claimed in his defense. , but lack of opportunity to take action.
is different from general reorganizations and mergers. After the news of the acquisition came out, the stock price of Ningbo Shipping did not have multiple daily limits as expected. In May 2018, Ningbo Shipping encountered an inquiry letter from the Shanghai Stock Exchange, making detailed inquiries about its related transaction information disclosure. In the same month, Ningbo Shipping announced that it would need to reconvene the board of directors to review the restructuring and resume trading. After a brief rise, the stock price of Ningbo Shipping fell all the way to only 3 yuan/share in October 2018, and the average purchase price of the above-mentioned persons involved was mostly in the 4-5 yuan range.
Doing something you know you cannot do
For major asset reorganizations, in order to prevent insider trading, most of them will carry out sufficient reminders and explanations. However, there are still people who do things they know well and use "ignorance of the law" as an excuse to break the law.
For example, in this penalty decision, there is such a bizarre exchange:
"
Beilun Shipping Supervisor Hu Moubo: "Today, the boss came to notify us that we are not allowed to buy Ningbo Shipping ", " Trading will be suspended soon."
His wife Hu Moufei bought Ningbo Shipping in 8 installments the next day, and the funds mainly came from Hu Moubo's transfer.
In response to this, Hu Moufei pointed out in the defense materials that her I don’t understand the Securities Law, and I think the “we” in Hu Moubo’s words, “Today the General Manager of Shipping came to notify us that we are not allowed to buy Ningbo Shipping anymore” only refers to the directors, supervisors and senior executives of Beilun Shipping, and he himself does not belong to the company. The scope of prohibited trading. Of course, this reason has not been recognized by the regulatory authorities. In fact, the reason of "ignoring the law" has appeared from time to time in insider trading cases, including many executives of listed companies.
In April 2019, Leng Mouwei, deputy manager of the financial department of *ST Nanjing Electric Power Co., Ltd., was fined 30,000 yuan for insider trading "*ST Nanjing Electric Power Co., Ltd. A": "I didn't know that I was an insider of inside information, and I didn't understand securities laws and regulations. "
In July 2017, Liu Min, director and deputy general manager of Suzhou High-tech , was fined 2.1966 million yuan for insider trading " Suzhou High-tech ": "There was no on-the-job training before taking office at Suzhou High-tech . During my working life, I was mainly engaged in financing work and had never studied securities laws. "
Zhang Mouning, a staff member of Suzhou High-tech District Management Committee, was fined and confiscated 941,700 yuan for insider trading in "Suzhou High-tech ": "I don't understand the relevant provisions of the securities law and don't know how to operate 'Suzhou High-tech '."
In December 2016, Ma Mouwen, director of Leadman , was fined 12.8476 million yuan for insider trading at " Leadman ": "I don't understand the Securities Law, but I have a correct attitude and hope to reduce the punishment."Can
reduce or even escape punishment on the grounds of ignorance of the law? The answer is obvious. "Having no knowledge of securities laws is not a reason for the parties to commit illegal acts." And "correct attitude" also suffers from "no one and three penalties" Business is business.
With the continuous strengthening of supervision in recent years, there is no way to escape the large number of insider transactions that occurred in the market following mergers and acquisitions and reorganizations. Under the "loss-making transaction" of insider trading losses and fines, those who want to take risks still need to take risks. Think twice before you act.
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