Case Study of Investor Protection, Clear Rules and Risk Recognition
As one of the hot topics of market concern, "high transfer" is often sought after by small and medium-sized investors. In the A-share market, some listed companies choose to announce generously "10 to 20" or even "10 to 30" before the disclosure of the semi-annual report or annual report, so as to raise the stock price substantially, arouse the nerves of investors, and alienate "high to 20" into a hype subject matter or a "spirit" to cooperate with large shareholders or insiders to reduce their holdings. Medicine ".
X company has played a combination of "high transfer", "reduction of cash holdings", "large pre-loss" to lure unwitting investors to pay for the company's stock price speculation and improper "market value management". At the beginning of 2015, X company issued the plan of "high delivery transfer". Y and two other shareholders, who are the company's shareholders and concurrently chairman and general manager, proposed and agreed to "high delivery transfer" in 2014 on the grounds of "combining the actual operating conditions of the company in 2014, actively returning shareholders and sharing the future development of the company with all shareholders". The profit distribution scheme is "10 to 20". On the same day, the three shareholders jointly disclosed the reduction plan, cash more than 2 billion yuan. It is noteworthy that the company's share price has risen by nearly 40% in the short run before the release of the "high transfer" news.
However, only a few days later, X company issued an advance loss announcement of 800 million yuan and warned at the same time that, due to losses in 2013, if losses continue in 2014, the company's stock may be implemented delisting risk warning. One stone stirred up a thousand waves. The contradiction of the listed company's performance prediction and the huge loss without warning shocked the investors in the market. The company's stock price fluctuated sharply, which became a typical case of "high transfer" misleading investors and causing losses. According to the lawyer's rough statistics, up to now, the lawsuit against X company has involved about 400 investors, and the claim target is between 80 million yuan and 100 million yuan.
As a shareholder of X Company, Ymou also serves as the chairman and general manager of the company. When proposing and considering relevant profit distribution proposals such as "high transfer", Ymou should know or take the initiative to verify the company's operating conditions, and judge whether the profit distribution proposals and related disclosure content are in line with the actual operating conditions of the company. In fact, the disclosure content of the "high delivery and transfer" plan issued by X company is obviously inconsistent with the performance loss situation announced by the company several days later, which has a significant impact on investors'judgment. Y is not diligent and conscientious, and the above actions seriously violate the relevant provisions of the "Shanghai Stock Exchange Listing Rules" and "Shanghai Stock Exchange Listed Company Director Selection and Conduct Guidelines". The Shanghai Stock Exchange denounced Ymou publicly and criticized two other shareholders and current directors.
At the same time, "high delivery and transfer" may be accompanied by insider trading, market manipulation and other violations. China Securities Regulatory Commission has also imposed fines, confiscation of illegal income, warnings and administrative penalties on insider trading violations in the process of large-scale reduction of holdings by X company's relevant responsible persons when they are aware of the company's true financial situation.
There are indeed "impure motives" of Listed Companies in the market. They use "high transfer" to cooperate with shareholders'reduction and the lifting of the ban on restricted shares. There are also a few companies that push the "high transfer" scheme under the circumstances of turning profits into losses or even deteriorating performance. In order to protect investors'right to know, the regulatory authorities have comprehensively strengthened the front-line supervision of "high delivery" and strictly examined the information disclosure of companies disclosing "high delivery" plans according to the "trinity" supervision mode of classified supervision, in-process supervision and thorough inquiry.
As a small and medium-sized investor, in order to avoid falling into the trap of "high transfer", we should have a more sober and profound understanding of the essence of "high transfer". "High transfer" is essentially the internal structural adjustment of shareholders'rights and interests. Although the total share capital of the company has expanded after high transfer, it has no effect on the return on net assets, the profitability of the company will not be substantially improved, and the shareholders' rights and interests of investors will not increase accordingly. Here's a reminder to investors not to be confused by this "digital game".
In addition, the "high transfer" that does not match the performance is often the "disaster area" of stock price speculation and shareholder reduction. When the listed company formally announces the plan of "high delivery and transfer", investors should pay more attention to the real purpose behind the company's "high delivery and transfer", comprehensively consider the company's development strategy and operating performance, and analyze the rationality of "high delivery and transfer" so as to avoid blindly following the trend.