Case playback:
A Limited by Share Ltd is one of the most powerful domestic capital securities company. B Limited by Share Ltd is an auxiliary transportation industry A shares of listing Corporation, the main business shrink year by year, the profitability of the assets fell sharply. In June 5, 2006, B issued a notice of suspension, the company controlling shareholder of C company and A company will use the "shell" listing for communication consultations. Prior to the announcement, B has appeared in the 11 trading board, turnover to enlarge rapidly. In September 26, 2006, B announced A, use the "shell" listing of the plan, in October 11th after the stock to resume trading and even pull three trading, October 20th was again suspended. Abnormal expression of B caused a regulatory attention, exchange and the SFC to examine relevant matters, then an official investigation. At the end of 2007 5, the China Securities Regulatory Commission Notice: at A backdoor listing, bear part of the information disclosure obligations of the parties, including "B", "C" and other institutions and personnel, not timely, accurate disclosure of the acquisition, share information, the China Securities Regulatory Commission plans to carry out administrative punishment on their. Part on suspicion of insider trading and other forms of crime, the criminal evidence and clues have been transferred to the public security organ, to the judicial department shall be investigated for criminal responsibility according to law. In March 27, 2009, the court: the original A company president D a leak transaction information convicted, sentenced to 4 years in prison, and confiscate the illegal income 3000000 yuan; the brother of a E insider trading charges, sentenced to 4 years in prison, and confiscate the illegal income 28000000 yuan; one F insider trading charges, was sentenced to 1 years 9 months. In February 6, 2010, B announced that the company ", directed the repurchase of shares and to new shares to absorb the merger A" application for approval of China Securities Regulatory commission. In February 12, 2010, A listed companies.
Intensive analysis:
The listing Corporation merger and acquisition is often accompanied by stock price volatility, easily lead to insider trading, market manipulation and other illegal acts together, thus seriously damage the interests of medium and small investors. M & a information disclosure problems become the fundamental problems of M & A and maintain the interests of investors. At present, our country has issued a series of the acquisition of the listing Corporation information disclosure rules, from the merger of beforehand, during and after regulating listing Corporation mergers and acquisitions. So listing Corporation in the acquisition process, not only to prevent common risk non-listed company in mergers and acquisitions, especially risk and prevention provisions of securities law. China's legal liability of the information disclosure of listing Corporation in the process are as follows:
1, acquisition of listing Corporation and the relevant equity changes in the activities of the information disclosure obligor fails to perform the reporting, announcement, as well as other relevant obligations in accordance with the provisions, the China Securities Regulatory Commission shall be ordered to make corrections, take supervision conversation, issuing a letter of warning, ordered to suspend or stop the acquisition of such regulatory measures. In before the correction, the obligors relating to the information disclosure shall be on their holdings or dominating shares to exercise the right to vote;
2, acquisition of listing Corporation and the relevant equity changes in the activities of the information disclosure obligor in the reports, announcements and other files have false records, misleading statements or major omissions, the China Securities Regulatory Commission shall be ordered to make corrections, take supervision conversation, issuing a letter of warning, ordered to suspend or stop the acquisition of such regulatory measures. In before the correction, the purchaser on their holdings or dominating shares shall not exercise the right to vote;
3, the investor and concerted parties made listing Corporation control rights and not in accordance with the provisions of the hire a financial consultant, to circumvent the statutory procedures and obligation, a listing Corporation acquisition, or foreign investors to avoid the jurisdiction, the China Securities Regulatory Commission shall be ordered to make corrections, by issuing a letter of warning, ordered to suspend or stop the acquisition of such regulatory measures. In before the correction, the purchaser shall not on their holdings or dominating shares to exercise the right to vote.
4, the China Securities Regulatory Commission found that the acquisition reports do not comply with laws, administrative regulations and the relevant provisions, it shall timely inform the purchaser, the purchaser is not correct, the takeover report shall not be announced, no acquisition agreement may be performed before announcement.
5, the Purchaser fails to perform the obligations in accordance with the provisions of the report, announcement, or fails to apply, the stock exchange and the securities registration and clearing institution shall not handle the transfer of shares and the registration of change of ownership.
6, insider trading, disclosing inside information crime: staff informed securities, futures trading insider information or illegally obtain securities, futures trading on inside information personnel, involved in the issue of securities, securities, futures trading or other securities, futures prices have a significant impact on the information not yet publicized, buy or sell the securities, or to engage in futures trading and the insider information, or disclose this information, express, implied or others engaged in the trading activities, if the circumstances are serious, shall be sentenced to five years or criminal detention, a fine or a single place more than five times the illegal income shall be imposed; if the circumstances are especially serious, department for more than five years ten years in prison, in addition to more than five times the illegal income shall be imposed." Unit crime mentioned in the preceding paragraph, it shall be fined, and the persons who are directly responsible and other directly responsible personnel, five years in prison or detention. Insider information, the range of insiders, determined in accordance with the provisions of laws, administrative rules and regulations.
7, to fabricate and disseminate false information of securities, futures crime; entice investors to buy and sell securities, futures contracts: Crime of fabricating and disseminating false information that affects securities, futures trading, disturb the market securities, futures, resulting in serious consequences, to five years in prison or detention, or impose a single ten thousand yuan or more one hundred thousand yuan. Unit crime, it shall be fined, and the persons who are directly responsible and other directly responsible personnel, five years in prison or detention.
8, the manipulation of securities, futures trading prices of securities exchange, futures exchange, securities companies, futures Broker's Firm employees, the Securities Industry Association, the association of futures industry or the securities and futures supervision department staff, deliberately provides false information or fake, alter, destroy trading records, luring investors to buy and sell securities, futures contracts, resulting in serious consequences, shall be sentenced to five years or criminal detention, a fine or a single ten thousand yuan one hundred thousand yuan fine; if the circumstances are especially serious, department for more than five years to ten years in prison, a fine of twenty thousand yuan of above two hundred thousand yuan. Unit crime, it shall be fined, and the persons who are directly responsible and other directly responsible personnel, five years in prison or detention.
In this case, A company and C company B listing Corporation equity transfer agreement in the process, because B, C companies and other institutions and personnel, not timely, accurate disclosure of the acquisition, share information, by the China Securities Regulatory Commission for the administrative punishment; participate in insider trading parties punished by law; and A, use the "shell" listing the road before and after three years of groundless talk, delay the timing and development opportunities.
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