Zhongxin Jingwei, September 27 - Due to insider trading, Chen Guangyao, the then secretary of the board of directors of Longping Hi-Tech, was fined 2.0201 million yuan.
According to the "Administrative Penalty Decision [2024] No. 6 (Chen Mouyao)" released on the website of the Hunan Securities Regulatory Bureau on September 27, the bureau has filed a case for investigation into Chen Mouyao's insider trading of Longping Hi-Tech stocks, and the investigation and handling have been concluded.
After investigation, Chen Mouyao had the following illegal facts:
1. The process of formation and disclosure of inside information
In March 2023, CITIC Agricultural Technology Co., Ltd. (hereinafter referred to as "CITIC Agriculture"), the major shareholder of Longping Hi-Tech, promoted the integration of Longping Hi-Tech and Longping Agricultural Development Co., Ltd. (hereinafter referred to as "Longping Development"). At that time, Xinyu Agricultural Bank Longfa Investment Partnership (hereinafter referred to as "Xinyu Agricultural Bank") and Suzhou Suwei Yujin Investment Partnership had always had the intention of transferring their equity in Longping Development. Longping Hi-Tech was led by Chen Mouyao, the then secretary of the board of directors, and the office of the board of directors specifically promoted the acquisition of Longping Hi-Tech's equity in Longping Development to realize the consolidation of its controlling statement.
On March 30, 2023, Chen Mouyao, then securities affairs representative Luo Mouyan, then deputy director of the office of the board of directors Zeng Mou and others drafted the "Draft on the Acquisition of 13.68% of Longping Development's Shares to Achieve the Consolidation of its Controlling Statement", which states: Longping Hi-Tech intends to acquire a total of 13.68% of Longping Development shares in two steps, and the first step is to acquire 7.14% of Longping Development shares held by Xinyu Agricultural Bank to realize the consolidation of Longping Development; The second step is to acquire 6.53% of the shares of Longping Development held by Suzhou Suwei Yujin Investment Partnership. After the completion of the first step of the transaction, with the cooperation of other shareholders such as CITIC Agriculture, Longping Hi-Tech can obtain the nomination right of more than half of the board members of Longping Development, realize the actual control and consolidated statements of Longping Development, and at the same time, the first step of the transaction constitutes a major asset restructuring. The project working group is headed by Chen Mouyao.
On April 7, 2023, Longping Hi-Tech held the 11th (temporary) president's office meeting in 2023 to discuss the acquisition of 13.68% of Longping Development's shares to realize the consolidation of its control. The participants included Chen Mouyao, Luo Mouyan, Zeng Mouyan and others.
In May and June 2023, intermediaries conducted due diligence work.
On July 28, 2023, Xinyu Agricultural Bank was listed on the Shanghai United Equity Exchange to transfer "71,444,100 shares of Longping Agricultural Development Co., Ltd. (accounting for 7.14% of the total share capital)".
At 7:42 a.m. on July 31, 2023, Longping Hi-Tech disclosed the "Indicative Announcement on Planning Major Asset Restructuring and Related Party Transactions", which stated that Longping Hi-Tech intends to purchase 7.14% of the shares of Longping Development and reorganize its board of directors to achieve control, constituting a major asset restructuring. The above information is in accordance with the provisions of Item 7 of Paragraph 2 of Article 22 of the Administrative Measures for Information Disclosure of Listed Companies (Decree No. 182 of the CSRC), and is a major event as stipulated in Item 12 of Paragraph 2 of Article 80 of the Securities Law, and is insider information as stipulated in Paragraph 2 of Article 52 of the Securities Law before it is made public. Inside information was formed no later than March 30, 2023 and was made public on July 31, 2023. Chen Mouyao, the then secretary of the board of directors of Longping Hi-Tech, participated in the material asset restructuring as the leader of the project working group of Longping Hi-Tech's major asset restructuring, and belonged to the insider information stipulated in Article 51, Item 4 of the Securities Law, and knew it no later than March 30, 2023.
2. Chen Mouyao's insider trading of Longping Hi-Tech stocks
(1) Chen Mouyao's control of "Zhu Mouyuan's" securities account
Chen Mouyao controlled the securities account of "Zhu Mouyuan" during the sensitive period of inside information, bought 35,000 shares of "Longping Hi-Tech" in one direction, totaling 551,670.00 yuan, and sold all of them after the announcement, making a profit of 20,144.74 yuan, constituting insider trading. The details are as follows:
1. Basic transactions of the account
On April 10, 2015, the securities account of "Zhu Mouyuan" was opened in the securities business department of Changsha Tongzipo Road of Founder Securities Co., Ltd., with a capital account number of 31XXXX38, and a Shanghai shareholder account A80XXXXX67 and a Shenzhen shareholder account 01XXXXXX76.
During the sensitive period of inside information, the accounts involved in the case traded "Longping Hi-Tech" shares as follows: from March 31, 2023 to July 28, 2023, a total of 35,000 shares were purchased in one direction, with a total transaction amount of 551,670.00 yuan, at 7:42 a.m. on July 31, 2023, the inside information of this case was disclosed, and after the market opened on the morning of July 31, 2023, all 35,000 shares were sold by the accounts involved in the case at 9:54, with a transaction amount of 572,950.00 yuan. After deducting transaction taxes and fees, the profit was 20,144.74 yuan.
2. Transfer of funds in the account
Chen Mouyao and Zhu Mouyuan are undergraduate classmates, and Zhu Mouyuan and Yan Mouwen are husband and wife. The third-party depository bank account corresponding to the "Zhu Mouyuan" Founder Securities account is China Construction Bank 622700XXXXXXX182061. On December 13, 2022, Zhu Mouyuan Founder Securities Account transferred 620,000 yuan from the bank-securities account. Among them, 300,000 yuan was transferred from Chen Mouyao to Yan Mouwen's construction bank account, and then transferred to the tripartite depository bank account, and the other 320,000 yuan came from Zhu Mouyuan and Yan Mouwen.
3. Actual control of the account
During the sensitive period of inside information, the mobile phone number used by "Zhu Mouyuan" securities account to trade "Longping Hi-Tech" stocks was 181XXXXX368, the serial number of the computer hard disk used was 1000_XXXX_XXXX_0804, and the computer MAC was 988DXXXX8A85. The hardware information of the above-mentioned trading terminal is consistent with the hardware information of Chen Mouyao's mobile phone and office laptop, and is consistent with the hardware information of the trading terminal of the Guojin Securities account under Chen's name. During the sensitive period of inside information, the terminal hardware information of "Zhu Mouyuan" securities account trading "Longping Hi-Tech" stocks only appeared the hardware information of Chen Mouyao's mobile phone and office laptop, and did not appear Zhu Mouyuan's related equipment hardware information. Chen Mouyao and Zhu Mouyuan both admitted that the "Zhu Mouyuan" securities account was operated and made trading decisions by Chen Mouyao. To sum up, the "Zhu Mouyuan" securities account is actually controlled by Chen Mouyao.
(2) Cooperate with the investigation
Chen Mouyao actively cooperated with the investigation, took the initiative to explain the relevant facts, and provided mobile phones, computers and other equipment and related documents.
The above facts are supported by evidence such as the records of relevant personnel's inquiry, bank statements, securities account information and transaction flow information, and the calculation results of the stock exchange, which are sufficient to determine.
The Hunan Securities Regulatory Bureau believes that Chen's above-mentioned behavior violated the provisions of Article 53, Paragraph 1 of the Securities Law, and constituted insider trading under Article 191, Paragraph 1 of the Securities Law.
Based on the facts, nature, circumstances, and degree of social harm of the parties' illegal acts, combined with the parties' cooperation with the investigation of the Hunan Securities Regulatory Bureau and their work identities, and in accordance with the provisions of Article 191, Paragraph 1 of the Securities Law, the Hunan Securities Regulatory Bureau decided: confiscate Chen Mouyao's illegal gains of 20,144.74 yuan and impose a fine of 2 million yuan.
According to Longping Hi-Tech's 2023 annual report, from August 27, 2021 to January 25, 2024, the secretary of the board of directors of the company was Chen Guangyao, and on January 25, 2024, Chen Guangyao resigned as the secretary of the board of directors for personal reasons. During the reporting period, the total pre-tax remuneration received from the company was 765,900 yuan.
In the secondary market, Longping Hi-Tech closed up 3.90% at 10.38 yuan per share on the 27th. (Sino-Singapore Jingwei APP)
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