Original title: eat four stops in a row! The investment director used his wife's account for insider trading and was fined for huge losses!

Recently, a decision on administrative penalty announced by the Beijing Securities Regulatory Bureau has attracted market attention. Zeng, 43, a former investment director of Beijing Hongyi far Investment Consulting Co., Ltd., took his wife's account. spent more than 4.6 million insider trading A-share well-known cinema companies.Wanda movieUnexpectedly, the company fell the limit continuously after the resumption of trading, suffered serious losses and was eventually fined 100000 yuan by supervision.

From abort to restartA protracted asset reorganization of Wanda Film

Zeng was fined for insider trading involving a major asset restructuring of Wanda Film, a well-known listed company, which lasted for a long time.

Wanda Cinema, which listed on the Shenzhen stock market in 2015 (renamed Wanda Film in May 2017), which claims to be the first share of A-share cinema line, announced in early 2016 that it planned to issue shares to buy shares.WandaGroup film and television assets, the subject of Wanda Film and Television Media Co., Ltd. (referred to as Wanda Film and Television) 100% equity, involving major asset restructuring. The restructuring plan attracted market attention because it was valued at more than 37 billion yuan, including legendary Pictures of the United States, which is an asset of Wanda Film and Television.

It is understood that the project introduced Beijing Hongchuang Investment Management Center (limited partnership) (referred to as Hongchuang Investment), Wanda Investment and other 27 investors to participate. Hongchuang Investment is the main investor of Beijing Hongyi remote Investment Consulting Co., Ltd. to participate in Wanda film and television project.

However, in August 2016, Wanda Film announced that it had suspended the major asset restructuring, and the main reasons for the failure of the reorganization included "legendary Pictures' acquisition time is relatively short, its volume is large, and it involves the film production business of China and the United States. After careful study, the parties to the transaction believe that after the internal integration is basically completed, the company should explore the opportunity to integrate with the target of the transaction."

Since then, on February 13, 2017, Wanda Film and Television signed the "Equity transfer Agreement of Qingdao Wanda Film and Television Investment Co., Ltd." with Dalian Wanda Group Business Management Co., Ltd., divesting American legendary Pictures from Wanda Film and Television. On February 16, Hongchuang Investment and other investors signed a "Capital transfer Agreement" with Beijing Wanda Investment Co., Ltd., transferring part of the investment in Wanda Film and Television to Beijing Wanda Investment Co., Ltd. On March 20, Wanda Film and Television shareholders decided to reduce the company's capital. On March 24, Wanda Film and Television and Hongchuang Investment signed the "equity".RepurchaseAgreement ".

On April 1, Wanda Film and Television carried out a targeted capital reduction, and some investors withdrew and no longer hold a stake in Wanda Film and Television. After the completion of this targeted capital reduction, the remaining 15 investors, including Hongchuang Investment, hold a total of 30.28% of Wanda Film and Television. The divestiture of American legendary Pictures and the withdrawal of some investors is a necessary prerequisite for the success of Wanda Film and Television's major asset restructuring project.

Since then, Wanda Film has revived its plan to buy Wanda Pictures, but its valuation has shrunk sharply after the spin-off of legendary Pictures. In April 2017, the intermediary agency of Wanda film organization discussed the reorganization plan. In June 2017, Wanda Film Organization intermediary conducted due diligence. On July 4, 2017, Wanda Film issued a major suspension notice, saying that the company intends to plan a major matter, which involves the acquisition of film and television assets. July 11, 2017, Wanda Film issued a major asset restructuring suspension notice that the major event of this planning is to issue shares to buy 100% stake in Wanda Film and Television.

The regulation said that Wanda Film's proposed issue of shares to purchase 100% equity in Wanda Film and Television in 2017 belongs to the "company's major investment behavior and significant property purchase decision" stipulated in paragraph 2, Article 67, of the Securities Law in 2005. It constitutes inside information in accordance with Article 75, paragraph 2, paragraph 1 of the Securities Law in 2005, and the inside information sensitive period is from February 13, 2017 to July 4, 2017. Fund Jun found that this is the important time when Wanda Film and Television spun off legendary Pictures to the time when Wanda Film issued a major suspension announcement.

The investment director has more than 4.6 million insider trading.After the resumption of trading, the stock price plummeted, but it was "tied up".

According to Tianyan check information, Beijing Hongyi remote Investment Consulting Co., Ltd. is wholly owned by Hony Investment Co., Ltd.Lenovo HoldingsThe institution specializing in equity investment is a well-known PE institution in the market, with a capital management scale of more than 80 billion yuan.

Zeng once served as the investment director of Beijing Hongyi far Investment Consulting Co., Ltd. as a member of the team of Hongchuang Investment in Wanda Film and Television Project (other members include partner Cui Moufang and Investment Manager Zhang), he participated in the process of Hongchuang Investment in Wanda Film and Television Project, such as capital reduction and so on.

According to Article 74 (7) of the Securities Law of 2005, according to Article 3 of the notice on regulating the Information Disclosure of listed companies and the behavior of relevant parties, according to Article 3 of the notice, "relevant persons who know or may know about the matter because of business dealings", Zeng is an insider.

At the same time, according to the chat transcript, Zeng previously communicated with Cui Moufang on matters related to the Wanda film and television project on March 15, 2017, and with Zhang on March 23 on the Wanda film and television project. Therefore, Zeng learned the inside information about the restructuring no later than March 23, 2017.

According to the administrative penalty decision, Zeng began to take the lead in using his wife Zhang's account to trade Wanda movies. Zeng and Zhang are husband and wife. The "Zhang" securities account was opened on April 18, 2007 atGuoxin securities co., Ltd.Beijing Hujialou North Street Securities Business Department. During the sensitive period of insider information, Zeng led and Zhang operated the securities account to trade "Wanda Movie". The source of funds was the household funds jointly owned by Zeng and Zhang.

How do they operate? During the insider information sensitive period, 23 bank-to-certificate transfers occurred in the "Zhang" securities account from March 21 to April 24, 2017, with a total transfer of more than 4.92 million yuan.

On March 24, 2017, "Zhang" securities account traded "Wanda Movie" for the first time. From March 24, 2017 to April 25, 2017, he bought a total of 82700 shares, with a transaction value of 4.6571 million yuan.

But Zeng did not expect that the restructuring did not make the share price of Wanda film soar, but ushered in a sharp fall, after the resumption of trading, the limit fell continuously, so their trading also lost a lot of money, and even was "tied up". As of November 5, 2018, the "Zhang" account had not yet sold the shares involved in the case, with a paper loss of 786200 yuan. The following three trading days, Wanda film or "one word limit", Wanda film after the resumption of trading a total of 4 "one word limit".

The regulator said that during the purchase of Wanda movies, the "Zhang" securities account, except for the purchase of new shares, all the other securities transactions were sold shares already in the account. "Zhang" Securities account Trading "Wanda Movie" has the characteristics of surprise transfer to large amount of funds, single transaction variety, obvious enlargement of transaction amount, heavy buying and so on.

Therefore, the supervision believes that the above-mentioned actions of Zeng violated the provisions of Article 73 and paragraph 1 of Article 76 of the 2005 Securities Law and constituted the insider trading mentioned in Article 202 of the 2005 Securities Law.

The supervisor responded one by one to plead that Zeng lost money on a certain transaction and was fined 100000 yuan in the end.

Of course, Zeng also defended the identification of insider trading, arguing that Wanda's divestiture of legendary Pictures is public information, not insider information in this case. In addition, the inside information in this case was formed no earlier than June 19, 2017, and the case determined that February 13, 2017 was the wrong start time for the sensitive period of inside information.

In this regard, the supervision said that the identification of inside information and the starting time of inside information in this case is in line with the provisions of the law, the facts are clear and the evidence is conclusive.

Zeng also pointed out that the relevant evidence can not confirm that the divestiture of legendary Pictures is a necessary prerequisite for the success of Wanda Film and Television's major asset restructuring project, and that the withdrawal of some investors in this case is a necessary prerequisite for restructuring and there is no basis.

According to the regulator, the divestiture of legendary Pictures and the withdrawal of some investors has cleared the way for Wanda Pictures' follow-up asset restructuring, which is not only the starting point for Wanda Film and Television's major asset restructuring project to start again, but also a necessary prerequisite for the success of the project. The determination is in line with the logic and process of the reorganization matters involved in the case, the facts are clear and the evidence is conclusive.

In addition, Zeng also pointed out that Zhang did the leading and operating securities accounts in this case, Zeng was not the subject to be punished, and Zhang's trading behavior did not conform to the typical characteristics of insider trading.

According to the regulatory response, according to the chat records between Zeng and Zhang and other evidence, the trading of Wanda movie stocks in the "Zhang" securities account is mainly made by Zeng, Zhang carries out specific order operations, and the Securities Regulatory Bureau has clear facts about the determination of the illegal subject. The evidence is conclusive.

However, in response to Zeng's proposal, the Wanda film stock in Zhang's securities account has been sold and there is a loss, so the order to deal with the Wanda film stock does not have the conditions to perform. The regulatory response is to adopt Zeng's suggestion that Wanda film shares in the "Zhang" securities account have all been sold and lost money, and will no longer be ordered to deal with illegally held Wanda film shares.

Therefore, the supervision said that according to the facts, nature, circumstances and the degree of social harm of the illegal acts committed by the parties concerned, and in accordance with Article 202 of the Securities Law of 2005, it was decided that Zeng should be fined 100000 yuan.