Editor of every business: Hu Ling
Another insider trading crash!
Recently, a fine released by the Qinghai Securities Regulatory Bureau showed that a couple born in the 1980s took advantage of the convenience of a classmate who had a good relationship as an independent director of a listed company to obtain inside information about Hillhouse Capital and other institutions negotiating to participate in Kellytai's private placement, and made a short-term profit of 340,000 yuan.
In view of the relevant illegal and irregular behaviors, the Qinghai Securities Regulatory Bureau decided to confiscate the illegal income of the parties and impose a fine of 600,000 yuan, with a total fine of 940,000 yuan.
html talked with the independent director 157 times within 367 days
penalty decision shows that on February 23, 2020, Shanghai Kellytai Medical Technology Co., Ltd. (hereinafter referred to as Kellytai) officially launched the private placement work and held the first project communication meeting. Relevant personnel from Kellytai, Guojin Securities Co., Ltd. (hereinafter referred to as Guojin Securities), and Beijing King & Wood Malleson Law Firm (hereinafter referred to as King & Wood Malleson Law Firm) participated. The issuance target for the meeting was Hillhouse Capital Management Co., Ltd. (hereinafter referred to as Hillhouse Capital). Xu Moulian of Hillhouse Capital is responsible for connecting with Kellytai.
htmlFrom February 23 to March 9, Kellytai contacted and negotiated with potential investment institutions such as Hillhouse Capital and Ruiyuan Fund Management Co., Ltd. htmlOn March 3, the second project communication meeting was held on the revision of the share subscription agreement, and relevant personnel from Kellytai, Guojin Securities, King & Wood Mall, and Hillhouse Capital participated. htmlOn March 6, Kelly Securities Representative Sun Mouchen sent a notice of the 12th meeting of the fourth board of directors to Yu Moulei and others via email. The meeting plans to review the proposals including related plans for private placement, and the issuance targets are Hillhouse Capital and Ruiyuan Fund Management Co., Ltd. Houruiyuan Fund Management Co., Ltd. chose to give up the subscription because it was unable to reach an agreement with Hillhouse Capital on its identity as a strategic investor. The 12th meeting of the Fourth Board of Directors canceled the proposal for deliberation on the relevant proposal for the private placement.In mid-to-early April, Kellytai’s secretary of the board of directors Ding contacted Zhou of Temasek Fündon Investment Co., Ltd. (hereinafter referred to as Temasek) to communicate about the matters related to the participation in the private placement.
htmlOn April 26, the third project communication meeting was held, and relevant personnel from Kellytai, Guojin Securities and King & Wood Mallesons participated. During the meeting, Kelite introduced the situation of the new subscriber Temasek to various intermediaries. html From May 6 to 8, multiple project communication meetings were held, and relevant personnel from Kellytai, Guojin Securities, King & Wood Mallesons, Hillhouse Capital and Temasek participated. The main content of the meeting is the finalized share subscription agreement, strategic cooperation agreement and other legal agreement documents.From May 9 to 10, Kellytai’s secretary of the board of directors Ding and Yu Moulei and others communicated through WeChat about the relevant proposals and matters of the 15th meeting of the fourth board of directors, including the issuance object, issuance price, issuance amount and other matters of this private placement.
htmlOn May 10, Kelly Securities Representative Sun Mouchen issued a notice to Yu Moulei and others on the convening of the 15th meeting of the Fourth Board of Directors and relevant proposals for this private placement.On the morning of May 12, Kellytai held the fifteenth meeting of the fourth board of directors and reviewed and passed 13 proposals, including the "Proposal on the Plan for the Company's Private Issuance of Stocks" and the "Proposal on the Plan for the Company's Private Issuance of A-shares". Yu Moulei and others attended the meeting. On the same day, Kellytai exchanged legal documents such as signature pages of the share subscription agreement with Temasek and Hillhouse Capital respectively. On the evening of May 12, Kellytai announced the "Plan for the Private Issuance of Shanghai Kellytai Medical Technology Co., Ltd.".
Kelite announced on the evening of May 12, 2020 that the proposed private placement of shares was a major event stipulated in Article 80, Paragraph 2, item 9 of the Securities Law, and before it was disclosed, it belongs to inside information stipulated in Article 52, paragraph 2 of the Securities Law. The insider information was formed no later than February 23, 2020 and was published on the evening of May 12, 2020. Yu Moulei is an insider in the insider information and learned about the insider information no later than March 6, 2020.
Yang Bo and Deng Ying are husband and wife. Yang Bo and Yu Moulei are classmates. They have a good relationship and have frequent phone calls. Yu Moulei learned the inside information no later than March 6, 2020 to May 12, 2020, and the two had 157 calls to . Deng Ying and Yu Moulei contacted via WeChat.Yu Moulei learned the inside information no later than March 6, 2020 and May 12, 2020, and the two had three WeChat voice calls. Among them, at 19:14 on May 11, 2020, the two of them had a WeChat voice call of 55 seconds.
insider trading made a profit of about 340,000 yuan and was fined 600,000 yuan
Liu Moumei is Deng Ying's mother. The "Liu Moumei" securities account was opened on May 11, 2007 and is now entrusted to Haitong Securities Co., Ltd. Urumqi Xinyi Road Branch. The fund account number is 172XXXX876, and there is a Shanghai shareholder account A53XXXX043 and a Shenzhen shareholder account 010XXXX142.
"Liu Moumei" securities account bought a total of 152,700 shares of "Kellytai" between 10:21 and 11:11 am on May 12, 2020, with a transaction amount of 4,001,897 yuan. After the insider information was disclosed, it was sold all from May 13 to 21, 2020, with a transaction amount of 4,351,870 yuan . "Liu Moumei" securities account actually made a profit of 342,958.78 yuan .
On the morning of May 12, 2020, the "Liu Moumei" securities account transferred 4,002,000 yuan. The funds mainly come from Xiangyang Zhida Haicheng Technology Industrial Co., Ltd. and Xiangyang Zhida Materials Co., Ltd. operated by Yang Bo.
"Liu Moumei" securities account is actually controlled and used by Yang Bo and Deng Ying, and the transaction decision was jointly agreed by Yang Bo and Deng Ying. Deng Ying logged in the "Liu Moumei" securities account through his mobile phone to place an order .
Yang Bo and Deng Ying’s behavior of trading “Kellytai” is obviously abnormal: First, on May 10, 2020, Kellytai’s board secretary Ding and Yu Moulei communicated with Yu Moulei about the relevant proposals at the 15th meeting of the fourth board of directors, including the issuance object, issuance price, issuance amount, etc. The Kellytai Securities Representative Sun Mouchen sent relevant issues to Yu Moulei by email. On May 11, 2020, Deng Ying and Yu Moulei made a phone call on WeChat. On the evening of May 12, 2020, Kellytai issued an announcement that on the morning of the same day, the securities account of "Liu Moumei" suddenly transferred funds to 4,002,000 yuan to buy "Kellytai" in a single purchase. All were sold within 9 days after the announcement. The changes in funds and the trading time were highly consistent with the voice call time of Deng Ying and Yu Moulei on WeChat, and highly consistent with the changes in insider information and the disclosure time.
Second, Yang Bo and Deng Ying used the "Liu Moumei" securities account that had been vacant for 12 years to buy "Kellytai" stocks. After suddenly transferring funds, they bought them in a concentrated manner. They have a strong willingness to buy, which is obviously different from their previous trading habits. Yang Bo and Deng Ying have no legitimate reasons for trading "Kellytai" in "Liu Moumei" securities account.
Qinghai Securities Regulatory Bureau believes that Yang Bo and Deng Ying contacted insiders during the sensitive period of insider information. Yang Bo and Deng Ying's behavior of trading "Kellytai" was obviously abnormal and highly consistent with insider information, and there was no reasonable explanation for the above trading behavior . The above-mentioned behaviors of Yang Bo and Deng Ying violated the provisions of Article 50 and Article 53, paragraph 1 of the Securities Law and constituted the insider trading behavior described in Article 191, paragraph 1 of the Securities Law.
According to the facts, nature, circumstances and degree of social harm of the parties' illegal behavior, and in accordance with the provisions of Article 191, paragraph 1 of the Securities Law, the Qinghai Securities Regulatory Bureau decided: confiscates Yang Bo and Deng Ying's illegal income of 342,958.78 yuan, and imposes a fine of 600,000 yuan.
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