Our reporter Tian Peng
On the evening of May tenth777pokerNine companies, including ST Modern (rights protection), ST Red Sun, ST China Railway (rights protection), * ST Zhongli (rights protection), ST Haoyuan (rights protection), * ST Shen Tian (rights protection), ST Changkang (rights protection), ST three saints (rights protection), and * ST ICT (rights protection), have successively disclosed their announcements that they have been ordered to take corrective measures.
A reporter from the Securities Daily combed the relevant content and found that the nine companies mentioned above were occupied by non-operating shareholders of large amounts of funds, and the Securities Regulatory Bureau required the relevant companies to collect the funds within six months. The Shanghai and Shenzhen stock exchanges quickly issued a letter of concern, requiring the companies involved, controlling shareholders and actual controllers to effectively rectify and put in place to safeguard the interests of listed companies and minority shareholders.
Market analysts say that the occupation of funds by major shareholders infringes upon the interests of listed companies and the legitimate rights and interests of investors, seriously erodes the basis of market integrity, and is a serious and persistent disease affecting the healthy development of the capital market.
Regulators stepped in intensively.
Release a clear signal of "strict supervision and strict control"
In recent years, the A-share market has continuously implemented two rounds of three-year action plans to improve the quality of listed companies, carried out in-depth special actions on corporate governance, focused on tackling outstanding problems such as illegal occupation and guarantee, and continued to release a clear signal of "strict supervision and strict management." achieved positive results.
Taking 2023 as an example, the data show that in 2023, the Shanghai and Shenzhen stock exchanges took a total of 45 disciplinary actions against the illegal occupation of major shareholders, and severely punished the "first evil" who were mainly responsible for the violations, such as the controlling shareholders and actual controllers, and severely punished the acts of breach of trust and harming the interests of listed companies.
However, while the regulatory authorities severely punish the outstanding problems such as illegal occupation guarantee and have achieved positive results, the current illegal occupation of major shareholders still occurs from time to time.
Market participants said that the occupation of funds by controlling shareholders seriously infringed upon the legitimate rights and interests of minority shareholders and the order of the capital market. Companies with such situations often have major defects in standardizing their operation, and internal controls are in vain, so it is necessary to remove them from the market. Early delisting of such companies can effectively avoid further damage to the rights and interests of investors.
In this context, regulators have stepped in intensively to promote the concept of "two strong and two strict" supervision. On April 12, the State Council issued "some opinions on strengthening Supervision and preventing risks to promote the High-quality Development of the Capital Market", proposing to strengthen the implementation of standardized delisting; a few days ago, the "opinions on the strict implementation of delisting system" issued by the Securities Regulatory Commission are clear, if large shareholders occupy a large amount of funds and do not rectify them, they shall be considered in the compulsory delisting. On April 30, the Shanghai and Shenzhen exchanges issued new delisting rules, adding the situation of delisting of funds occupied by the controlling shareholders, clearly stipulating that the balance of the non-operating funds occupied by the controlling shareholders and their associates of the company reaches more than 200 million yuan or accounts for more than 30% of the absolute value of the company's latest audited net assets, and is ordered by the CSRC to make corrections but fails to complete the rectification within the required time limit, the trading shall be suspended for 2 months in order. Delisting 2 months after the implementation of the delisting risk warning.
In the view of market participants, the new delisting rules will increase the occupation and delisting situation, effectively strengthen the regulatory deterrent to the embezzlement of major shareholders, urge major shareholders to repay the occupied funds, and maintain the financial independence of assets. After the new delisting rules are issued and implemented, if the actual controller of the listed company changes, the new delisting rules will be applied, and the subsequent actual controller shall conduct a comprehensive due diligence to find out whether there is any occupation of funds, otherwise they will bear the consequences of delisting.
Subrogation action in the service center
Safeguard the legitimate rights and interests of all parties in the market
In the process of rectifying the occupation of funds, in addition to the frequent violations of laws and regulations by regulators, the investor service center (hereinafter referred to as "investment service center") has also fully played a supplementary role in administrative supervision.
Since 2019, the Investment Service Center has actively carried out shareholder subrogation litigation and played an active role in the process of regulating the occupation of funds. For example, in 2022, the service center filed a subrogation lawsuit against ST Modern for the first order of funds, and the Guangzhou Intermediate people's Court of first instance ruled that the controlling shareholder returned 2. 2% to the listed company.777poker40 million yuan shall occupy funds and corresponding interest, and the responsible directors, supervisors and senior executives shall be jointly and severally liable for compensation.
Market participants said that the case is a strong embodiment of the normalized coordination mechanism of financial justice and financial supervision, effectively guiding market subjects to standardize operation through precedents, and effectively rectifying the chaos occupied by major shareholders of listed companies.
It is reported that at present, the service center has filed a shareholder subrogation lawsuit against the controlling shareholders, actual controllers, directors, executives and other responsible subjects for the occupation of 1.3 billion yuan by the major shareholders of ST China Railway; sent a letter of suggestion to the shareholders on the occupation of the funds of the major shareholders of ST Red Sun, and suggested that the listed company should file a lawsuit to recover the funds from the occupant as soon as possible. Continue to pay attention to the capital occupation of * ST Zhongli, * ST Communications, ST Sansheng, ST Haoyuan, ST Changkang, and * ST Shentian.
The reporter learned that the investment service center will actively implement the requirements of the new "National Nine articles", continue to actively perform the duties of public welfare insurance institutions, give full play to the beneficial and complementary role of administrative supervision, and make concerted efforts to build a "large insurance" chain. to pursue to the end the "key minorities" such as controlling shareholders, actual controllers, directors and executives who are responsible for the occupation of funds for a long time. The subject of liability is required to bear civil liability in accordance with the law to safeguard the legitimate rights and interests of listed companies and investors.
The circumstances of the occupation of funds are serious
Or will violate the criminal law.
In fact, in the process of regulating the occupation of funds, a series of policies and measures of the Securities Regulatory Commission, the exchange and the investment service center have played a necessary role in restricting the major shareholders of listed companies, while the agreement on the occupation of funds in the criminal law has further formed an absolute deterrent to the occupation of funds by major shareholders.
It is reported that on January 28, 2022, the Securities Regulatory Commission, the Ministry of Public Security, the State-owned assets Supervision and Administration Commission and the original Bank of China Insurance Regulatory Commission jointly issued the "guidelines No. 8 for the Supervision of listed companies-- Regulatory requirements for Capital transactions and external guarantees of listed companies." the requirements for the supervision of capital exchanges and external guarantees of listed companies have been strengthened. For listed companies and their directors, supervisors, senior managers, controlling shareholders, actual controllers and other related parties that violate the above guidelines, the CSRC shall impose administrative penalties or take administrative supervision measures according to law according to the nature and seriousness of the violations. Those suspected of crimes shall be handed over to the public security organs for investigation and punishment, and criminal responsibility shall be investigated in accordance with the law.
For example, Wang Chengbo, chairman and general manager of * ST West Development (Rights Protection), took advantage of his position to sign a loan contract to borrow 259.8 million yuan from a third party, of which more than 190 million yuan was provided to others free of charge. He was sentenced to five years' imprisonment and fined 1 million yuan. Wang Zhongli, chairman of Qin Feng Agriculture, took advantage of his position to transfer 9.2758 million yuan to the supplier's account by signing a false contract. The above-mentioned funds were provided to other companies free of charge and used for Wang Zhong to pay mortgage and property fees. He was sentenced to four years' imprisonment and fined 1 million yuan. Zhang Jie, chairman of ST Shanghai Branch, at the behest of the actual controller, instructed the financial manager to transfer 168 million yuan of funds from Shanghai Science and Technology to a subsidiary of Shanghai Science and Technology, and the above funds eventually went to the main body designated by the actual controller of the major shareholder and was sentenced to two years in prison.
Market participants said that according to different observation angles, the occupation of funds may violate a series of crimes in the criminal law, such as illegal disclosure, the crime of not disclosing important information, the crime of breaking trust and harming the interests of listed companies, the crime of misappropriation of funds, the crime of embezzlement, and so on. The constitutive elements of different charges are different, and the severity of punishment is also different.
As for how to further rectify the occupation of funds and protect the interests of investors, regulators will actively promote the promulgation of the regulations on the Supervision and Administration of listed companies to improve the deterrent power of administrative punishments. promote the introduction of judicial interpretation of the crime of treachery harming the interests of listed companies, and increase the intensity of criminal transfer and criminal liability, so that controlling shareholders and actual controllers do not dare to reach out and hollow out at will. Let the major shareholders who carry out the embezzlement "lose both people and money".