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挂牌公司财务造假,中介机构如何连带赔偿?法院详解
券商中国· 2025-08-24 12:59
Core Viewpoint - The article discusses the first case of securities false statements in the New Third Board market, highlighting the collaboration between financial judicial and regulatory mechanisms to mitigate financial risks [1][9]. Summary by Sections Case Overview - The case involves a technology company that went public on the New Third Board in December 2013, with its main broker and auditing firm providing various reports that later proved to be misleading [4]. - The company faced significant issues with its internal controls, leading to a substantial drop in stock price and subsequent investigation by the China Securities Regulatory Commission (CSRC) [4]. Investor Compensation - An investor, Li, filed a lawsuit seeking compensation of approximately 1.85 million yuan due to losses incurred from investing in the company's shares [3][4]. Court Rulings - The Shanghai Financial Court ruled that the company must compensate the investor for the full amount of 1.85 million yuan, while the main broker and auditing firm were held liable for 20,200 yuan and 242,500 yuan respectively [7]. - The court emphasized the need for differentiated responsibility based on the stages of the brokerage's involvement, particularly distinguishing between the initial listing and ongoing supervision phases [6][7]. Judicial Principles - The court applied the "presumed reliance principle" to establish causation between the actions of the market makers and the investment decisions made by investors [6][9]. - The ruling reflects a judicial approach that aims for proportional and precise accountability among intermediary institutions, considering their duties and the nature of their obligations [8][9].
上海金融法院披露十大案例:上市公司的哪些“尾巴”易被抓?
Di Yi Cai Jing Zi Xun· 2025-08-21 07:01
Core Viewpoint - The Shanghai Financial Court and the Shanghai Securities Regulatory Bureau have released ten cases related to securities false statements, providing clear guidelines for market participants regarding responsibilities and behaviors that may violate information disclosure regulations [1][2]. Group 1: Securities False Statement Cases - The five typical cases of securities false statement responsibility disputes focus on issues such as "deceptive" share buybacks, the identification of predictive information, and the application of "safe harbor" rules [2][3]. - In the case of *ST Jintai, executives were found liable for failing to fulfill share buyback commitments, resulting in a compensation of approximately 780,000 yuan to investors [2]. - Shanghai Electric was held responsible for not timely disclosing performance losses, leading to false records in its 2020 annual report, and was denied the "safe harbor" rule exemption [2][3]. - In the financial fraud case of Zhong An Ke, three internal directors were held liable for relying excessively on intermediaries, while three independent directors were exempted from liability [2][3]. Group 2: Regulatory Enforcement Cases - The five regulatory enforcement cases focus on frequent violations such as "shell-preserving" financial fraud, performance-related financial manipulation, and abuse of control rights [3][4]. - Specific cases include *ST Jintai's executives violating buyback commitments, financial fraud in subsidiaries of Shanghai Shiji, and illegal share reductions by the controlling shareholder of Feikai Materials [4]. Group 3: Legal Responsibility Clarification - Recent judicial practices have introduced new types of disputes, including the legal applicability of different market segments and the identification of responsibilities for aiding fraudsters [5]. - The cases emphasize that information disclosure obligations cannot be evaded under the guise of predictive information and clarify the legal responsibilities of public commitments made by listed companies [5]. Group 4: Strict Enforcement and Accountability - The regulatory approach emphasizes strict enforcement and increased penalties for violations, particularly targeting key individuals responsible for financial fraud [6]. - For instance, the former chairman of Delisted Fuxin was found guilty of violating important information disclosure laws, while penalties were imposed on the controlling shareholder of Feikai Materials for illegal share reductions [6]. - The Shanghai Financial Court has received a total of 18,040 securities false statement responsibility disputes, with a total amount in dispute of 7.646 billion yuan, involving 26,956 investors [6][7].
上海金融法院披露十大案例:上市公司的哪些“尾巴”易被抓?
第一财经· 2025-08-21 06:55
Core Viewpoint - The article discusses the recent release of ten cases related to securities false statements by the Shanghai Financial Court and the Shanghai Securities Regulatory Bureau, providing clear guidelines for market participants regarding responsibilities and behaviors that may violate disclosure regulations [3][4]. Group 1: Case Summaries - The ten cases involve several listed companies, including *ST Jintai, Zhong An Ke, Shanghai Electric, and others, as well as delisted companies like退市富控 and *ST Ba'an [4]. - The five judicial cases focus on issues such as "deceptive" share buybacks, the identification of predictive information, and the application of "safe harbor" rules, with examples of both responsible and non-responsible parties [5]. - In the case of *ST Jintai, executives made false promises regarding share buybacks, leading to a court ruling that required them to compensate investors approximately 780,000 yuan [6]. - Shanghai Electric was found liable for failing to disclose performance losses in a timely manner, resulting in a false annual report, and was not granted exemption under the "predictive information safe harbor" rule [6]. - In the Zhong An Ke financial fraud case, three internal directors were held partially responsible for relying excessively on intermediaries, while three independent directors were exempted from liability [6]. - The case involving ST Xingyue highlighted that significant events affecting stock trading could sever the causal link for false statement claims, leading to the rejection of investor compensation requests [7]. Group 2: Regulatory Enforcement - The Shanghai Securities Regulatory Bureau's enforcement cases focus on frequent violations such as "shell protection" financial fraud, performance-related financial manipulation, and insider trading [7]. - Specific cases include violations by *ST Jintai executives regarding share buyback commitments, financial fraud by subsidiaries of Shanghai Shimao, and illegal share reductions by controlling shareholders of Feikai Materials [7]. - The regulatory approach emphasizes strict enforcement and increased penalties for key individuals involved in financial fraud, with notable penalties imposed on executives from退市富控 and *ST Ba'an [10]. Group 3: Legal and Regulatory Developments - Recent judicial practices have introduced new legal issues, including the application of laws across different market segments and the identification of predictive information [9]. - The article highlights the need for clarity in the legal responsibilities of public commitments made by company executives and the importance of not evading disclosure obligations under the guise of predictive information [10]. - The Shanghai Financial Court reported handling 18,040 securities false statement cases with a total amount of 7.646 billion yuan, indicating a significant number of investors involved [11].
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 04:47
Core Viewpoint - The Shanghai Financial Court and the Shanghai Securities Regulatory Bureau have released ten cases related to securities false statements, providing clear guidelines for market participants regarding responsibilities and behaviors that may violate information disclosure regulations [1][2]. Group 1: Key Cases and Responsibilities - The five typical cases of securities false statement responsibility disputes focus on issues such as "deceptive" share buybacks, the identification of predictive information, and the application of "safe harbor" rules [2][5]. - In the case of *ST Jintai, executives were found liable for false statements due to unfulfilled share buyback commitments, resulting in compensation of approximately 780,000 yuan to investors [2][4]. - Shanghai Electric was held responsible for failing to timely disclose performance losses and inaccurately measuring expected credit losses, leading to a false record in its 2020 annual report [2][3]. Group 2: Regulatory Enforcement and Penalties - The Shanghai Securities Regulatory Bureau has emphasized strict enforcement and increased penalties for frequent violations such as financial fraud and misuse of control rights [3][6]. - Notable penalties include a fine of 7.67 million yuan for the controlling shareholder of Feikai Materials for illegal share reductions and a 4 million yuan fine for the chairman of a subsidiary of Shanghai Shihua for financial fraud [6][4]. - The report indicates that as of December 2024, the Shanghai Financial Court has accepted 18,040 cases of securities false statement disputes, with a total amount in dispute of 7.646 billion yuan and 26,956 investors involved [6][7]. Group 3: Legal and Judicial Developments - New types of disputes have emerged in judicial practice, including the legal applicability of different market segments and the identification of responsibilities for predictive information [5][6]. - The report highlights the challenges in civil compensation cases related to false statements, particularly in the context of ongoing administrative investigations or criminal investigations [7]. - The need for improved coordination between civil lawsuits, administrative penalties, and criminal accountability is emphasized to enhance the effectiveness of investor protection [7].
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
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!
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
近日,同洲电子(002052.SZ)公告持股5%以上机构股东瑞众人寿保险有限责任公司(下称"瑞众人 寿")拟通过集中竞价方式减持公司股份不超过752.44万股,占总股本比例不超过1%。 7月17日瑞众人寿上一轮减持刚刚结束,公告显示,在今年4月至5月期间瑞众人寿已经减持745.8万股。 今年5月,个人股东由鑫堂及其一致行动人也减持了402万股。 此前一度濒临退市的同洲电子依托高功率电源业务"绝境逢生",6月17日刚刚被撤销退市风险警示及其 他风险警示,去年股价一度跌破1元,丁肖立、由鑫堂等个人股东入场抄底。 同洲电子成功"脱星摘帽",股价一路飙涨,今年以来股价最高涨幅高达274%,2024年6月以来最高涨幅 更是达到惊人的1545%。截至8月7日收盘,丁肖立的持股市值,已经达到12.39亿,相较于持股成本, 浮盈已经10亿元。而由鑫堂方面去年增持股份的浮盈,也超4亿元。 今年以来,同洲电子股东纷纷选择高位减持套现。截至8月7日,瑞众人寿和由鑫堂方面已累计减持 1180.8万股,累计套现金额超1亿元。 第一大股东"捡漏"浮盈超10亿 截至8月7日收盘,同洲电子最新收盘价为10.07元。上述减持如全部完成,按照静 ...
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].