Science and Technology Innovation Board Daily, Oct. 16 (Reporter Huang Xiumei)Strategic investors have triggered a heated debate about lending restricted shares, and the market has called for a ban on lending restricted shares. Now, the relevant calls have been settled.

On the evening of October 14, the Securities Regulatory Commission issued an adjustment and optimization of the relevant institutional arrangements for securities lending. Subsequently, the Shanghai and Shenzhen exchanges issued "notices" one after another, making more stringent regulations on the lending of restricted shares from three aspects.

It is worth noting that on the eve of the introduction of the new rules on securities lending, Science and Technology Innovation Board fiber material head enterprise Tongyi was questioned by investors because of the war investment brokerage lending restricted shares. Although both the CSRC and the Shanghai and Shenzhen exchanges have made positive responses to the dispute over the sale of restricted shares, a reporter from Science and Technology Innovation Board Daily found that in addition to the newly issued "phased tightening of restricted shares", "restricted war lending restricted shares", and "securities firms bear the responsibility of securities trading," investors and the industry also hope to strengthen and improve the credit mechanism of restricted shares and short selling, so as to narrow the market information gap between ordinary investors and professional institutional investors.

Why are war investment firms not the top ten shareholders?

On the evening of October 11, Tongyizhong announced that the restricted shareholders-Huatai Innovation Investment Co., Ltd. (hereinafter referred to as Huatai Innovation Investment) and Anxin Securities Investment Co., Ltd. (hereinafter referred to as Anxin Investment), some of the strategic allotment restricted shares held by the company's initial public offering will be lifted and listed on October 19. The above two companies each hold 2808335 Tongyi Zhong Zhong restricted shares, accounting for 1.25% of the company's total share capital, and a total of 5616670 shares, accounting for 2.5% of the company's total share capital.

The morning after the announcement, before the concentrated bidding of A shares began, investors asked the company in the Shanghai E interactive question-"the shares held by the two brokerages lifted on October 19 should be among the top 10 shareholders in terms of number, but as of June 30 this year, there are no such two securities firms among the top ten shareholders. Please explain why?" If it is suspected of violating the rules, does the listed company have the obligation to report to the CSRC? "

"We have received calls from some investors and the company has given a detailed explanation," Science and Technology Innovation Board Daily reporter called the company as an investor, the relevant investor relations staff replied. Tongyi replied on e-interaction that the company has disclosed the register of top ten shareholders provided by China Securities Registration and Clearing Co., Ltd. in its semi-annual report of 2023. At the same time, according to the disclosure requirements of the periodic report, the number of shares held by the top ten shareholders with limited conditions of sale shall be filled in according to the actual number of restricted shares held, excluding the lent shares.

The disclosure rules of Science and Technology Innovation Board's periodic reports of listed companies are consistent with the main board of the Shanghai stock market. The company will disclose in its periodic report only if the brokerage still holds restricted shares of the company that have not been lent, and the number of holdings is on the list of the top 10 shareholders of the company.

Tongyizhong was officially listed on October 19, 2021. Huatai and Anxin Securities are the company's sponsor institutions, and Huatai Innovation Investment and Anxin Investment are the wholly-owned subsidiaries of the two sponsors. On April 16, 2019, the Shanghai Stock Exchange issued the "Science and Technology Innovation Board Stock issuance and underwriting Business guidelines". It defines the follow-up investment system for subsidiaries of sponsor institutions-- the lead underwriters who participate in the sponsorship of Kechuang Board should participate in the strategic allotment process of stock IPO in the form of alternative investment subsidiaries according to a certain proportion of follow-up investment, and the lock-up period of the allocated shares is 24 months.

According to the 2022 annual report of Tongyizhong, at the beginning of 2022, Huatai Innovation Investment and Anxin Investment refinanced 185000 shares of the company's shares, some of which were reflected in unlimited terms of sale; at the end of 2022, Anxin Investment held 2805235 restricted shares of the company, which was equivalent to lending 3100 shares at that time; Huatai Innovation Investment held 405435 restricted shares, equivalent to lending 2399800 shares. In addition, at the end of the reporting period, Huatai Co., Ltd. held 2547046 unrestricted tradable shares of the company, accounting for 1.13% of the total share capital, and entered the list of the top 10 non-tradable shareholders.

As can be seen from the announcement, the two sponsor institutions have indeed lent the company's shares through refinancing, but the exact timing, margin lending and frequency of lending and restitution are unknown.According to the current information disclosure requirements of periodic reports of listed companies, there is a time span and delay in the disclosure of the shareholding information of the top ten shareholders of listed companies. Limited by the limitations of the current provisions of information disclosure, there is still a large market information gap between ordinary investors and professional institutional investors.

Previously, when the market questioned the war to borrow restricted shares, there were voices that securities companies as war investors may exploit loopholes in the system to "sell and buy", resulting in unfair transactions. A person from securities firms in the industry revealed to reporters, "at the beginning of Science and Technology Innovation Board's founding, regulators asked sponsor institutions to follow in order to support the development of Science and Technology Innovation Board." But after all, brokerages also need to balance risks and consider their own needs, brokerages could have lent war to issue restricted shares. " "these are all routine operations," the industry insider said.

Full disclosure of securities financing information to prevent related party transactions

A reporter from Science and Technology Innovation Board Daily noted that Tongyizhong's listed shares were issued at 4.51 yuan per share, and according to the number of restricted shares held, the two companies obtained the above number of strategic restricted shares at a cost of more than 12.26 million yuan respectively. Assuming that the two companies intend to sell when the ban is lifted, the above shares will be worth nearly 39.165 million yuan respectively according to the closing price of 13.59 yuan on October 13, and the investment of the two companies will float a profit of 25.9 million yuan respectively. As for the restricted period, how much the two investment companies gain from lending shares, due to the lack of lending details, investors do not know.

"many investors do not understand why the number of war rights issues held by the two brokerages is enough to make the list of the top 10 shareholders, but the company does not disclose it." Tongyi in the investor relations staff said. A reporter from the "Science and Technology Innovation Board Daily" noted that there are at least two obvious situations of "non-disclosure": first, the shares held by the two securities firms have become unrestricted tradable shares and lent out through the refinancing mechanism; second, after some loans, the number of restricted shares held by them has been unable to enter the list of the top 10 shareholders, so the company does not disclose them. "investors do have a lot of doubts and emotions, and what the company can do is explain and appease," said the company's investor relations staff. "

Investors also asked, "if suspected violations, listed companies have the obligation to report to the CSRC?" The company's investor relations personnel said on e-interaction that the listed company obtained the top 10 shareholder register provided by it from the China Securities Registration and Clearing Co., Ltd.

A reporter from Science and Technology Innovation Board Daily learned that there is a large information gap among listed companies, securities firms and some investors. The securities firm operates in accordance with the regulations, and the company makes disclosure in accordance with the regulations, but the disclosure is delayed, and according to the current rules of margin trading, investors can not know the details of stock lending in real time, not to mention that the above-mentioned investors believe that listed companies are obliged to report.

However, according to the latest securities financing regulations issued on the evening of the 14th, in the future, securities firms will not only be subject to restrictions on securities lending, but also have to bear the responsibility of margin trading management. The CSRC requires to urge securities companies to establish and improve the source distribution mechanism, penetration verification mechanism and access mechanism, and strengthen the management of margin trading. The Shanghai and Shenzhen exchanges make it clear that strategic investors who lend allocated stocks shall not conspire with margin investors or other subjects to lock in the proceeds of the placing stocks, carry out benefit transfer or seek other improper interests.

In view of the information gap between institutional investors and ordinary investors, the above industry insiders suggestFully disclose the information of securities lenders, borrowers, securities financiers and other parties, so as to prevent the relevant subjects from having a relationship..

Guo Shiliang, a financial commentator, also believes thatThe securities lending behavior of strategic placing investors should be disclosed in time, and the specific number of securities sources should be disclosed so as to reduce the risk of information gap in the market.In the process of market development, moderate trial and error can be allowed, but after problems are found, we should "patch" as soon as possible, constantly improve and standardize the trading rules, and remove obstacles for the healthy development of the capital market.