证券虚假陈述
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上海金融法院披露十大案例:不要心存侥幸,上市公司的哪些“尾巴”易被抓?
Di Yi Cai Jing· 2025-08-21 04:20
Core Viewpoint - The Shanghai Financial Court and the Shanghai Securities Regulatory Bureau have released ten typical cases of securities false statements, providing clear regulatory guidance for market participants regarding disclosure violations and responsibilities [1][2]. Group 1: Securities False Statements Cases - The cases include notable companies such as *ST Jintai, Zhong An Ke, Shanghai Electric, and Feikai Materials, as well as delisted companies like Delisted Fuxin and *ST Ba'an [1][2]. - The five judicial cases focus on issues like "deceptive" share buybacks, the identification of predictive information, and the application of "safe harbor" rules [2][3]. - In the *ST Jintai case, executives were found liable for failing to fulfill share buyback commitments, resulting in a compensation of approximately 780,000 yuan to investors [2][3]. Group 2: Regulatory Enforcement Cases - The regulatory cases highlight frequent violations such as "shell protection" financial fraud, performance-related financial manipulation, and misuse of control rights by actual controllers [3][4]. - Specific cases include *ST Jintai's executives violating buyback commitments, financial fraud by subsidiaries of Shanghai Shihua, and illegal share reductions by Feikai Materials' controlling shareholders [4][6]. - The Shanghai Securities Regulatory Bureau emphasizes strict enforcement and increased penalties for key individuals involved in financial fraud [6][7]. Group 3: Legal and Regulatory Framework - The report indicates that as of December 2024, the Shanghai Financial Court has accepted 18,040 securities false statement liability disputes, with a total amount in dispute of 7.646 billion yuan [7]. - The complexity of civil compensation cases in the securities market is highlighted, with challenges in evidence collection and fact determination due to ongoing administrative or criminal investigations [7]. - The report calls for improved integration of civil, administrative, and criminal accountability mechanisms in handling false statement cases [7].
上海金融法院、上海证监局联合发布涉证券虚假陈述案例
Zheng Quan Shi Bao Wang· 2025-08-20 10:00
Core Viewpoint - The Shanghai Financial Court and the Shanghai Securities Regulatory Bureau have jointly released ten cases related to securities false statements to enhance investor protection and strengthen the integrity of the capital market [1] Group 1: Securities False Statement Cases - The Shanghai Financial Court has published five typical cases of securities false statement liability disputes, aiming to provide clear regulatory guidance and improve the legal framework of the capital market [2] - The cases emphasize accurate identification of securities false statement behaviors and the application of "predictive information safe harbor rules," ensuring that issuers cannot evade disclosure obligations under the guise of predictions [2][3] - The responsibility of various market participants, including issuers, directors, and accounting firms, is strictly enforced, with a focus on distinguishing between internal and external directors based on their roles [2] Group 2: Information Disclosure Violations - The Shanghai Securities Regulatory Bureau has released five cases of information disclosure violations, reflecting a "zero tolerance" approach and a commitment to strict regulation [4] - The cases resulted in administrative penalties exceeding 60 million yuan, affecting four companies and 26 individuals, with key personnel facing market bans of 5 to 10 years [4] - Various types of violations were addressed, including financial fraud, failure to disclose major events, and breaches of commitments by executives, thereby protecting investors' rights [4][5] Group 3: Legal and Regulatory Collaboration - The cases illustrate a collaborative approach between administrative enforcement and judicial processes, creating a comprehensive accountability framework that includes civil compensation and criminal responsibility [5] - The Shanghai Securities Regulatory Bureau aims to use these cases to promote legal understanding and governance, maintaining a high-pressure stance against disclosure violations [5]
上海金融法院最新发布,受理这类案件1.8万件,涉及金额76.46亿元!
Zheng Quan Ri Bao Zhi Sheng· 2025-08-20 07:04
上海金融法院副院长单素华表示,上海金融法院将进一步完善金融纠纷法律风险防范报告年度发布工作 机制,持续做好金融风险预警、防范和化解工作,为上海国际金融中心建设和"五个中心"联动发展提供 更强司法支撑。 原告自然人投资者占比99.74% 8月20日,在建院七周年之际,上海金融法院召开新闻发布会,发布《证券虚假陈述责任纠纷法律风险 防范报告》(以下简称《报告》),同时联合上海证监局发布十大涉证券虚假陈述案例。 《报告》显示,2018年至2024年,上海金融法院共受理证券虚假陈述责任纠纷一审案件18040件,标的 总额为76.46亿元,投资者总数达26956名。 财务数据造假占据绝对多数 从投资者的构成看,原告以自然人为主。公司、有限合伙等机构投资者共69家,仅占0.26%,其余均为 自然人投资者。自然人投资者占比99.74%。 从涉及公司来看,被诉上市公司或其他发行主体数量上升,涵盖多层次资本市场。2018年至2024年,上 海金融法院受理的虚假陈述案件所涉证券发行人数量累计为77家,涉及沪深主板、科创板、创业板、新 三板,以及银行间市场,发行证券种类包括股票、债券、资产支持证券等。其中10家发行人多次在不同 证 ...
同洲电子大股东再度减持 第一大股东此前博弈ST行情浮盈超10亿
Di Yi Cai Jing· 2025-08-08 05:54
Core Viewpoint - The recent announcements regarding the shareholding changes in Tongzhou Electronics indicate a significant shift in investor sentiment, with major shareholders like Ruizhong Life Insurance planning to reduce their stakes after substantial gains, reflecting a volatile yet potentially lucrative investment landscape for the company [2][3][6]. Group 1: Shareholding Changes - Ruizhong Life Insurance plans to reduce its holdings by up to 7.5244 million shares, representing no more than 1% of the total share capital [2]. - In the previous round, Ruizhong Life reduced its holdings by 7.458 million shares between April and May [2]. - Other shareholders, including individual investor Yinxin and its associates, have also reduced their stakes, with a total of 11.808 million shares sold, amounting to over 100 million yuan in cash [2][6]. Group 2: Stock Performance - Tongzhou Electronics' stock price has seen a dramatic increase, with a maximum rise of 274% this year and an astonishing 1545% since June 2024 [5]. - The stock price surged from 0.8 yuan to 7 yuan in the second half of 2024, with 63 trading days of price increases [5]. - As of August 7, the stock closed at 10.07 yuan, reflecting a significant recovery from previous lows [3][5]. Group 3: Financial Performance - In the first half of the year, Tongzhou Electronics reported a revenue of 540 million yuan, a year-on-year increase of 606.5%, and a net profit of 203 million yuan, up 662.77% [7]. - The high-power power supply business accounted for 90.23% of total revenue, indicating a strong reliance on this segment for growth [7]. - The company successfully turned around its financial performance after years of losses, with a reported revenue of 599 million yuan and a net profit of 69.6 million yuan for the year 2024 [8]. Group 4: Historical Context - Tongzhou Electronics faced significant challenges from 2016 to 2021, with continuous losses leading to a risk warning and eventual delisting risk [3][8]. - The company attempted various capital operations to recover but faced regulatory hurdles and failed acquisitions [7][8]. - The shift to high-power power supply products has been a critical factor in the company's recent recovery and stock performance [7][8].
嘉应制药信披违规,面临证监会的行政处罚,部分股民可索赔损失!
Xin Lang Cai Jing· 2025-08-04 03:50
登录新浪财经APP 搜索【信披】查看更多考评等级 按照相关法律法规的规定,上市公司证券虚假陈述,给投资人造成的投资损失,应当负赔偿责任。 陈宇霞律师在此提醒,凡在2024年10月01日至2025年04月25日之间买入嘉应制药,且在2025年04月26日 之后继续持有或卖出亏损的投资者,均有权向嘉应制药索赔相关投资损失。以上索赔条件仅代表陈宇霞 律师的观点,不作为任何投资决策和买卖建议,最终以法院认定的索赔条件为准。 参加股票索赔的股民需准备一下材料; 1、股票交易对账单(如对账单上未显示完整的身份证号码,需另外打印股东信息表;对账期间从第一 次买入至完全卖出(或打印对账单之日) 2025年08月4日,广东嘉应制药(维权)股份有限公司发布《关于公司及相关责任人收到<行政处罚事 先告知书>的公告》。因嘉应制药涉嫌信息披露违法违规,广东证监局拟决定对其给予行政处罚。 违法事实 广东证监局经调查认定,嘉应制药存在如下违法事实: 嘉应制药董事长李能是湖南药聚能医药有限公司(以下简称药聚能)的实际控制人,药聚能构成嘉应制 药的关联方。2024年10月至 2025年1月期间,因药聚能存在短期资金需求,嘉应制药的子公司嘉应制 ...
并购案财务造假埋雷,一审判决券商承担50%范围连带责任
Feng Huang Wang· 2025-07-31 07:47
Core Viewpoint - The company, Nanjing Kanni Electromechanical Co., Ltd., is currently facing a securities false statement liability lawsuit, with a recent court ruling requiring the company to compensate a total of 33.09 million yuan for damages and court fees related to the case [1][4]. Group 1: Lawsuit Background - The lawsuit stems from a 2021 administrative penalty by the China Securities Regulatory Commission (CSRC), which identified financial fraud involving Guangdong Longxin Technology Co., Ltd. from 2015 to 2017, leading to false disclosures in Kanni Electromechanical's restructuring reports [1][8]. - A total of 17 investors have filed claims against the company for securities false statement liability due to the aforementioned issues [1][9]. Group 2: Court Ruling Details - The recent court ruling (Civil Judgment No. (2022) Su 01 Min Chu 928) mandates that Kanni Electromechanical must pay a total of 33.09 million yuan, which includes 32.91 million yuan for damages and 185,117 yuan for court fees [2][3][4]. - The defendants in the case include Kanni Electromechanical and several other parties, with varying degrees of joint liability, including Guotai Junan Securities, which is responsible for 50% of the total compensation amount [4][5]. Group 3: Financial Implications - The company has already compensated 9 ordinary investors a total of 139,480 yuan as part of the ongoing legal proceedings, while the total amount claimed by all investors is approximately 383 million yuan [9]. - Kanni Electromechanical has proactively set aside 216 million yuan to cover potential compensation claims from investors, reflecting the company's strategy to manage financial risks associated with the lawsuits [9]. Group 4: Industry Context - The case highlights a broader trend in the industry where intermediary institutions, such as financial advisors, face increasing liability in securities false statement cases, with a focus on protecting investor rights and enforcing stricter penalties for financial fraud [6][5]. - The Supreme People's Court has adopted a "zero tolerance" approach towards financial fraud, emphasizing the need for accountability among all parties involved in such cases [4][6].
34亿并购造假案判了,中介机构“一个也跑不掉”
Zhong Guo Ji Jin Bao· 2025-07-29 10:11
Core Viewpoint - The company, Kanni Electromechanical, is facing legal challenges related to securities false statements, stemming from a problematic acquisition made eight years ago, resulting in significant financial losses and ongoing litigation with investors [1][7]. Group 1: Legal Proceedings - On July 28, Kanni Electromechanical announced that the Nanjing Intermediate People's Court ruled in favor of an institutional investor in a securities false statement liability dispute, ordering the company to pay approximately 33.09 million yuan in damages and court fees [1][5]. - A total of 17 investors have filed claims against Kanni Electromechanical, with a cumulative claim amount of 383 million yuan, all of which have received first-instance judgments, resulting in the company being liable for 83.15 million yuan in damages and court fees [5][6]. - In a rare ruling, all intermediary institutions involved, including brokers, auditing firms, evaluation agencies, and law firms, were held jointly liable for compensation, with specific percentages assigned to each [1][6]. Group 2: Financial Impact - The acquisition of Longxin Technology for 3.4 billion yuan in 2017, which constituted over 50% of the company's net assets at the time, has led to substantial financial repercussions, including a significant loss of 3.151 billion yuan in net profit in 2018 due to large provisions for expected liabilities and bad debts [7][8]. - Kanni Electromechanical has already compensated nine ordinary investors a total of 1.39 million yuan and is currently appealing two cases while awaiting the outcome of six other first-instance judgments [6][8]. Group 3: Background of the Acquisition - Kanni Electromechanical, established in 2000 and listed in 2014, primarily focuses on the research, manufacturing, and sales of rail transit door systems [7]. - The company sought to diversify its business by acquiring Longxin Technology in the consumer electronics sector, but the acquisition was marred by financial fraud committed by Longxin, leading to the current legal and financial turmoil [7][8].
34亿并购造假案判了,中介机构“一个也跑不掉”!
Zhong Guo Ji Jin Bao· 2025-07-29 10:06
Core Viewpoint - The company, Kanni Electromechanical, is facing legal repercussions due to securities fraud allegations related to a problematic acquisition made eight years ago, resulting in significant financial losses and ongoing litigation [1][8]. Group 1: Legal Proceedings - On July 28, Kanni Electromechanical announced that the Nanjing Intermediate People's Court ruled in favor of an institutional investor in a securities fraud case, ordering the company to pay approximately 33.09 million yuan in damages and court fees [1]. - A total of 17 investors have filed claims against Kanni Electromechanical, with a cumulative claim amounting to 383 million yuan, all of which have received first-instance judgments, resulting in the company being liable for 83.15 million yuan in damages and fees [6]. - In a rare ruling, all intermediary institutions involved, including brokerage firms, auditing firms, evaluation agencies, and law firms, were held jointly liable for damages, with specific percentages assigned to each [2][7]. Group 2: Financial Impact - The acquisition of Longxin Technology for 3.4 billion yuan in 2017, which constituted over 50% of the company's net assets at the time, has led to substantial financial repercussions, including a significant loss of 3.151 billion yuan in net profit in 2018 due to provisions for expected liabilities and bad debts [8][9]. - Following the acquisition, Kanni Electromechanical initiated a civil lawsuit against the original shareholders of Longxin Technology, seeking compensation for breach of contract and asset preservation [9]. Group 3: Company Background - Kanni Electromechanical, established in 2000 and listed in 2014, primarily focuses on the research, manufacturing, sales, and technical services of rail transit door systems [8]. - The company's largest shareholder is Nanjing Engineering College Asset Management Co., Ltd., and it has been actively seeking growth opportunities beyond its core business, including a foray into the consumer electronics sector [8].
34亿并购造假案判了,中介机构“一个也跑不掉”!
中国基金报· 2025-07-29 10:01
Core Viewpoint - The article discusses the ongoing legal issues faced by Kanni Electromechanical due to a past acquisition that resulted in significant financial losses and subsequent lawsuits from investors for securities misrepresentation [1][9]. Group 1: Legal Proceedings - Kanni Electromechanical was ordered by the Nanjing Intermediate Court to compensate an institutional investor approximately 33.09 million yuan for securities misrepresentation [1]. - A total of 17 investors have filed claims against Kanni Electromechanical, with a cumulative claim amount of 383 million yuan, leading to a total compensation of 83.15 million yuan ordered in initial judgments [6]. - All intermediary institutions involved in the case, including brokers and audit firms, were held jointly liable for compensation, with specific percentages assigned to each [2]. Group 2: Financial Impact - The acquisition of Longxin Technology for 3.4 billion yuan in 2017 significantly impacted Kanni Electromechanical's financials, leading to a net profit loss of 3.151 billion yuan in 2018 due to large provisions for expected liabilities and bad debts [10]. - Kanni Electromechanical has recognized a total of 216 million yuan in potential losses related to investor claims, indicating ongoing financial repercussions from the acquisition [7]. Group 3: Background of the Acquisition - The problematic acquisition occurred in 2016 when Kanni Electromechanical sought to diversify into the consumer electronics sector, which ultimately led to financial distress due to fraudulent financial reporting by Longxin Technology [9][10]. - Following the acquisition, Kanni Electromechanical took legal action against the original shareholders of Longxin Technology for breach of contract and sought to recover losses [11].
股民索赔胜诉判决过百 证券投资者保护悄然生变
Zheng Quan Shi Bao· 2025-07-22 19:18
Core Viewpoint - The increasing number of investor lawsuits related to securities fraud is significantly impacting the capital market, with a notable rise in successful claims and compensation amounts awarded to investors [1][2][3]. Group 1: Investor Lawsuits and Compensation - ST Xintong has reached settlements with multiple individual investors, with a total of 1,768 lawsuits filed and claims amounting to 434 million yuan [1]. - As of April 2024, ST Xintong has received 2,760 investor lawsuits, with expected compensation nearing 400 million yuan [2]. - A total of over 50 billion yuan has been awarded to investors across 45 listed companies in compensation claims since 2020 [6]. Group 2: Legal Framework and Judicial Changes - The introduction of the new Securities Law in 2020 has established a chapter on "Investor Protection," enhancing the legal framework for investor rights and reducing the burden of proof for investors [3][4]. - The 2019 "Nine Civil Guidelines" and the 2022 regulations from the Supreme People's Court have clarified the legal processes for securities fraud cases, facilitating easier access for investors to file lawsuits [3]. Group 3: Role of Regulatory Bodies and Legal Support - The China Securities Investor Services Center (CSISC) has played a crucial role in supporting investor lawsuits, particularly in high-profile cases [9][10]. - The increase in investor lawsuits is attributed to heightened legal awareness among investors, the removal of administrative penalty prerequisites, and increased exposure of fraudulent activities by listed companies [13]. Group 4: Challenges and Considerations in Legal Proceedings - There is a notable discrepancy between the amounts claimed by investors and the compensation awarded by courts, often due to the need to establish a direct causal relationship between the fraud and the investor's losses [7][12]. - The complexity of proving damages in cases of market manipulation and insider trading has resulted in fewer successful claims in these areas compared to securities fraud [13].