Liu Hong, chairman of Xiaoxiang capital, was fined 3.31 million yuan for insider trading * ST Panda

According to the decision on administrative penalty issued on September 30 by the website of China Securities Regulatory Commission (No. 74), it was found that before the issuance of the company (hereinafter referred to as “* ST Panda”, 600599.sh, now renamed as “Panda Gold Control Co., Ltd”), Liu hongzeng, chairman of Hunan Xiaoxiang Capital Group Co., Ltd., was the chairman of Hunan Xiaoxiang Capital Group Co., Ltd. before the issuance of the company Zhao, the actual controller of panda *st, had a discussion on the development of the company after the targeted issuance. Both sides talked about the fact that there were more mergers and acquisitions in the film and television and media industries in the capital market, and Liu Hong recommended a media company to zhaoqiping. After the company’s targeted issuance in October 2013, < p > P > st panda was introduced by zhaojizheng, the deputy general manager of industrial securities investment banking department, the underwriter of the company’s additional distribution project, and Zhu Mou, sales manager of institutional customer department, and * ST panda intends to launch the major issues of purchasing some shares of Dongyang Huahai times film media Co., Ltd. (Huahai film industry, 872045). Zhaoxiaoping, zhaojizheng, Zhu Youzhi Wang, chairman of Huahai times, and others participated in the formulation and demonstration of the matter. On the morning of December 3, 2013, zhaozhiping went to Liuhong office to discuss entrusted financial affairs, and then talked about the above-mentioned acquisition issues in the process of consulting with Liuhong about the film and television industry and understanding the situation of the Chinese sea era. On December 4, 2013 *st panda issued a notice that the company intends to plan major matters, and the company’s shares were suspended from december5,2013. December 26 *st panda issued a notice that the company intends to purchase the shares held by Wang and Zhou by means of non-public shares. Since then, on March 14th, 2014, Panda Fireworks resumed trading, and the stock price rose and stopped on that day. The proposed acquisition of equity of Huahai times by St panda belongs to the “decision on the company’s major investment behavior and major acquisition of property” as described in Item 2 (2) of Article 67 of the securities law of 2005, and is the insider information stipulated in Article 75, paragraph 2 (1) of the Securities Law of 2005 before it is publicly available. The formation date of inside information is December 1, 2013 and the public date is December 26th, 2013. “…” The personnel who provide consulting services and who are aware or may know the matter due to business transactions belong to the “other persons specified by the securities regulatory authority under the State Council” as stipulated in Article 74 (7) of the securities law of 2005, and are insiders of insider information. On December 4, 2017, Liu Hong sold all the shares held in the accounts of “longyuning” and “industrial investment” which Liu Hong used and controlled, and then bought the *st panda stock almost completely. The total number of shares of “*st Panda” was 9318000 shares purchased in the two accounts, with the transaction amount of RMB 9111800. On the day of resumption of the trading on March 14, 2014, all the *st panda stocks held by the two accounts were sold, with a transaction amount of RMB 10.75 million, with a total profit of RMB 828400. The above-mentioned behaviors of Liu Hong violate the provisions of Article 73 and article 76, paragraph 1 of the securities law of 2005, which constitute the insider trading act as described in article 202 of the securities law of 2005. According to the provisions of article 202 of the securities law of 2005, the CSRC decided to confiscate the illegal income of Liu Hong by 828400 yuan and impose a fine of RMB 2485200, with a total penalty of 3.3137 million yuan. It was found by the reporter of China economic network that * ST panda was founded on December 12, 1999 with a registered capital of RMB 166million. On April 8th, 2015, it was renamed as “Panda Gold Control Co., Ltd.” and was listed on the Shanghai Stock Exchange on August 282001. Li Min was the legal representative and chairman of the board of directors. As of June 30, 2020, Yinhe Bay, Wanzai County, Yinhe Bay, Wanzai county was renamed as “Panda Fireworks Group Co., Ltd.” on April 8th, 2015 Investment Co., Ltd. is the first largest shareholder, holding 40million shares, with a shareholding ratio of 24.1%. Zhaoweiping is the actual controller and the sixth largest shareholder, with a shareholding of 3.6425 million shares, with a shareholding ratio of 2.19%. Hunan Xiaoxiang Capital Group Co., Ltd. was founded on June 27, 2013 with a registered capital of 1.3 billion yuan. It was renamed as “Xiaoxiang Capital Group Co., Ltd.” in february2016, Liu Hong was the legal representative, chairman and controller. The successful holding group Co., Ltd. was the first shareholder with a shareholding ratio of 26.79%. Liu Hong was a major shareholder of successful holding group Co., Ltd The proportion of the shareholders in the East and the actual controller is 70%. Dongyang Huahai times film media Co., Ltd. was founded on April 10, 2008 with a registered capital of 30million yuan. It was renamed as “Dongyang Huahai times film media Co., Ltd.” in january2017, Wang Haibin was a major shareholder, controller, legal representative and chairman of the board of directors, with a shareholding ratio of 55.02%. The company was listed on the new third board on August 25, 2017, and the host securities firm is Donghai Securities Co., Ltd. The plan for the purchase of assets of Panda Fireworks Group Co., Ltd. issued by Panda Fireworks Group Co., Ltd. on March 14th, 2014 shows that the company intends to purchase 100% of Huahai era equity held by it from Wanzai Huahai issued shares. As of December 31st, 2013, the book value of the net assets of the consolidated statements of Huahai times was about RMB 60.672 million (Unaudited), with an estimated value of about RMB 550million and a value-added rate of 815.97%. The estimated transaction price of the underlying assets of this transaction is RMB 550million, and the number of shares issued by the company to the trading party is about 60million shares according to the issuance price of RMB 917 / share. The announcement on termination of major assets reorganization issued by the panda on September 25th, 2014 shows that due to the large number of links in the major asset restructuring, the work involves audit, evaluation and profit forecast audit of the subject assets, and the workload is large. The discussion and improvement of relevant contents and details of the scheme will take a long time, and all parties have no need In addition, with the change of industry policy and the gradual improvement of entry threshold, and the emergence of “large investment and large production” works, the competition among enterprises in the industry is further intensified. Due to the changes in the industry situation and market environment, the two parties have differences on the transaction price involved in the restructuring, which is expected to be difficult to unify in the short term, and the implementation conditions for this major asset restructuring are not mature. Article 67 of the securities law of 2005 stipulates that when there is a major event that may have a great impact on the stock exchange price of a listed company, the listed company shall immediately submit the interim report to the securities regulatory authority and the stock exchange under the State Council on the situation of the major event, and make a public announcement to explain the cause and current situation of the event Status and possible legal consequences. (8) the situation of shareholders or actual controllers holding more than 5% of the shares of the company has changed greatly; (11) the company is suspected of criminal investigation by judicial organs, and directors, supervisors and senior managers of the company are suspected of committing crimes and are subject to compulsory measures by judicial organs; [/p > < p > the securities law of 2005 Article 75: in securities trading activities, information that has not been disclosed involving the operation, finance of the company or having a significant impact on the market price of the company’s securities shall be insider information. Article 73 of the securities law of 2005 stipulates that insiders and persons illegally obtaining insider information in securities trading are prohibited from using inside information to engage in securities trading activities. Article 76 of the securities law of 2005 stipulates that the insiders and persons illegally obtaining the inside information in securities trading shall not buy and sell the securities of the company, disclose the information or suggest others to buy and sell the securities before the insider information is disclosed. If there are other provisions in this law, the provisions of this Law shall apply to the acquisition of shares of listed companies by natural persons, legal persons or other organizations holding more than 5% of the shares of the company jointly with others through agreements or other arrangements. Article 202 of the securities law of 2005 stipulates that the insider of securities trading or the person illegally obtaining the inside information shall, before the information concerning the issuance, trading or other information which has a significant impact on the price of the securities be disclosed, disclose the information or suggest that other people buy and sell the securities, order them to deal with the illegal holding of the securities according to law The securities of the company shall be confiscated of the illegal gains and shall be fined not less than one time but not more than five times the illegal gains; if there is no illegal income or the illegal income is less than 30000 yuan, a fine of not less than 30000 yuan but not more than 600000 yuan shall be imposed. Where an entity engages in insider trading, it shall also give a warning to the persons in charge and other persons directly responsible and shall also impose a fine of not less than 30000 yuan but not more than 300000 yuan. If the staff of the securities regulatory body conduct insider trading, they shall be given a heavier punishment. The party concerned: Liu Hong, male, born in June 1967, was chairman of Hunan Xiaoxiang Capital Group Co., Ltd. (hereinafter referred to as Xiaoxiang capital), whose address is Yuhua District, Changsha, Hunan Province. According to the relevant provisions of the securities law of the people’s Republic of China (hereinafter referred to as the securities law of 2005) revised in 2005, we have investigated and tried the stock behaviors of Liuhong insider trading of the original Panda Fireworks Group Co., Ltd. (hereinafter referred to as Panda Fireworks), and informed the parties of the facts, reasons, basis and the parties of administrative punishment according to law At the request of Liuhong, the party concerned held a hearing on August 14th, 2020, and heard the statements and arguments of Liu Hong and his agent. The case has been investigated and heard. Before the issuance of Panda Fireworks, Liu Hong and Zhao, the actual controller of Panda Fireworks, talked about the idea after the increase, and talked about the merger and acquisition of film and television and media industries in the capital market. Zhao asked Liu Hong which industries are better. When talking about the film and television sector, Liu Hong recommended a company called “strong media” to zhaoqiping. In October 2013, after the issuance of Panda Fireworks, Zhao told zhaojizheng, the deputy general manager of the investment banking department of industrial securities investment, the underwriter of the additional issuance project. Wang, chairman of Dongyang Huahai times film media Co., Ltd. (hereinafter referred to as Huahai era), thinks that M & A is conducive to the long-term development of the company. In September and October 2013, Wang asked ZhuMou, sales manager of Customer Department of industrial securities institutions, to pay attention to and introduce the resources of listed companies. Zhu told zhaoshizheng about the incident and forwarded the information of Huahai era to zhaojizheng on October 23, 2013. In November 2013, Zhao recommended Huahai era to zhaoqiping, and Zhao expressed interest and asked Zhao to arrange for meeting. Zhu also told Wang that the president of a listed company would like to talk about it, and Wang agreed to meet. In late November, Zhao asked Huang, the director of Panda Fireworks, to understand the procedures for the company’s major asset restructuring and prepare for the company’s major asset restructuring. On the afternoon of December 1, 2013, four people, zhaoxiaoping, wangxuanbin, zhaozhizheng and Zhu, met in Beijing. Wang introduced the basic situation and profit of Huahai era to zhaoxuanping. Zhao proposed to buy some shares in Huahai era, and Wang agreed. Both sides have discussed the acquisition ratio, valuation, future performance and other matters. < p > 2013 1