证券虚假陈述

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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
【导读】康尼机电(603111)披露证券虚假陈述责任纠纷诉讼进展 时隔8年,康尼机电34亿元跨界并购"踩雷"余波仍未平。公司损失尚未追讨回来,又因涉证券虚假陈述 被投资者起诉,如今一审判决来了。 康尼机电7月28日公告,南京中院对1名机构投资者诉公司证券虚假陈述责任纠纷作出一审判决,公司被 判赔偿损失并承担案件受理费合计约3309.31万元。 罕见的是,本案中券商、审计机构、评估机构、律所等中介机构全部被判承担连带责任。 南京中院判令国泰海通、苏亚金诚、东洲评估、嘉源律所及两名自然人分别按50%、40%、15%、2%、 2%、2%的比例承担连带赔偿责任。 公告显示,截至目前,共有17名投资者对康尼机电提起了索赔诉讼,累计诉请金额为3.83亿元,均已下 达一审判决,一审判决康尼机电负担的赔偿损失和案件受理费合计8315万元。 在多起判例中,中介机构被判承担连带赔偿责任。如一审民事判决书【(2022)苏01民初3953号】中, 判决国泰海通对康尼机电负担的赔偿损失和案件受理费合计金额为 54.77万元,在50%范围内承担连带 | 一审民事判 | 被告 | 诉请全额 | 一审判决赌 | 公司承担集 | 累计判决赔偿 ...
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].
111家上市公司因涉证券虚假陈述被诉,广东高院发布白皮书
Nan Fang Du Shi Bao· 2025-07-22 08:47
Core Viewpoint - The Guangdong High Court has released a white paper on securities false statement infringement cases, highlighting efforts to combat financial fraud and protect investor rights, thereby supporting the high-quality development of the capital market [1]. Group 1: Case Statistics and Trends - From 2022 to 2024, the Guangdong courts concluded 17,515 securities false statement liability disputes, with a 34.7% year-on-year decrease in new first-instance cases in 2024, totaling 111 companies involved [2]. - The majority of the companies sued were in manufacturing (64), followed by information technology (17) and construction (7) [2]. - Of the cases judged, 65 companies were involved, with 52 facing administrative penalties and 7 under criminal proceedings [2]. Group 2: Judicial Innovations and Mechanisms - The Guangdong courts have established a digital litigation service platform and introduced guidelines for a demonstration judgment mechanism in financial trials [2]. - A comprehensive dispute resolution scheme has been implemented, combining non-litigation methods, pre-trial mediation, and parallel case hearings [2][4]. Group 3: Investor Protection and Market Integrity - The white paper emphasizes the importance of protecting investors, particularly small and medium-sized investors, as essential for promoting high-quality capital market development [4]. - The courts have collaborated with regulatory bodies to strengthen accountability across administrative, civil, and criminal dimensions, aiming to deter illegal activities in the capital market [4]. Group 4: Case Example of Violation - A notable case involved a shareholder violating a lock-up commitment after a divorce, leading to a lawsuit where the company sought to recover approximately 51 million yuan from the shareholder for unauthorized stock sales [5]. - The Guangdong High Court ruled that the shareholder must pay 596.4 thousand yuan in profits from the illegal sale, establishing a precedent for calculating illegal gains based on stock price movements [6][8].
升达林业证券虚假陈述案二审赔偿2175万元 今年五月刚摘帽
Xi Niu Cai Jing· 2025-07-22 08:25
Group 1 - The core issue involves a legal dispute stemming from 2019, where the company failed to disclose significant guarantees, related transactions, and litigation matters, leading to administrative penalties from the Sichuan Securities Regulatory Bureau [2] - In August 2024, the Chengdu Intermediate People's Court ruled that the company must compensate 195 plaintiffs a total of 21.75 million yuan, a decision upheld by the Sichuan High Court [3] - The company has recognized this case in its estimated liabilities, indicating that the judgment will not affect current profits, although legal risks remain due to ongoing litigation [2][3] Group 2 - The company recently lifted its risk warning status, changing its stock name from "ST Shengda" back to "Shengda Forestry," following issues related to the controlling shareholder's financial troubles in 2018 [4] - Financially, the company reported a revenue of 733 million yuan and a net profit of approximately 11.99 million yuan in 2024, marking a significant year-on-year increase of 1190.67% [4] - In Q1 2025, the company achieved a revenue of 230 million yuan and a net profit of about 11.37 million yuan, reflecting year-on-year growth of 52.20% and 177.20% respectively [4] - The annual report warns of ongoing legal risks due to historical issues, predicting that significant litigation risks will persist into 2025 [4]
太安堂3深陷多重危机
2 1 Shi Ji Jing Ji Bao Dao· 2025-06-18 15:51
Core Viewpoint - Guangdong Tai'an Tang Pharmaceutical Co., Ltd. (Tai'an Tang 3) has reported a significant number of legal disputes, totaling 35 cases with a combined amount of approximately 963.72 million yuan, which represents 2104.12% of the company's latest audited net assets [1] Group 1: Legal Issues - The company and its subsidiaries are involved in 35 legal cases, with the majority (approximately 919.98 million yuan) as defendants or respondents [1] - A notable case includes a securities false statement liability dispute that has already been heard by the Shantou Intermediate People's Court [1] - The company has received an administrative penalty from the Guangdong Regulatory Bureau for false statements in its annual reports from 2018 to 2021, which establishes a basis for claims [1] Group 2: Financial Performance and Market Reaction - On April 30, 2025, the company announced abnormal stock trading fluctuations, with a cumulative decline of 8.58% over three trading days [1] - The company disclosed its 2024 annual report on the same day, with the registered accountant issuing an opinion of "unable to express an opinion," indicating concerns about the company's operational status [1]
远程股份: 国浩律师(上海)事务所关于远程电缆股份有限公司2024年度向特定对象发行A股股票之补充法律意见书(三)(修订稿)
Zheng Quan Zhi Xing· 2025-06-17 12:31
Core Viewpoint - The document outlines the legal opinions and updates regarding the issuance of A-shares by Yuan Cheng Cable Co., Ltd., addressing compliance with relevant laws and regulations, and the implications of past legal issues on the company's current operations and future prospects [2][3][25]. Group 1: Legal Compliance and Issuance - Yuan Cheng Cable Co., Ltd. has engaged Grandall Law Firm as a legal advisor for its 2024 A-share issuance to specific investors [1]. - The law firm has conducted thorough checks in accordance with the Company Law, Securities Law, and relevant regulations, issuing multiple legal opinions and reports regarding the A-share issuance [2][3]. - The latest legal opinion (Supplementary Legal Opinion III) addresses inquiries from the Shenzhen Stock Exchange and updates on previous legal documents [3][5]. Group 2: Past Legal Issues and Implications - The company faced penalties for failing to disclose external guarantees, related transactions, and significant lawsuits, resulting in a fine of 500,000 yuan and a warning to the former actual controller [6][26]. - The company asserts that the violations occurred between 2017 and 2019, and it has since made necessary disclosures, arguing that the statute of limitations for potential investor claims has expired [7][25]. - Currently, only one investor lawsuit has been filed, claiming damages of 221,842 yuan, with the company estimating potential maximum compensation exposure of 16.82 million yuan [8][25]. Group 3: Future Risks and Considerations - The company acknowledges the possibility of future lawsuits but maintains that the current legal framework suggests that past violations do not pose a significant risk to its operations or financial status [25][26]. - The law firm emphasizes that the company has complied with legal requirements and that the current management has no recent penalties or investigations against them [26][28]. - The document concludes that the company is positioned to proceed with its A-share issuance without significant legal hindrances, provided it continues to adhere to regulatory standards [25][30].
全国首例,两股民收到近80万元赔款
Zheng Quan Shi Bao· 2025-06-12 12:26
Core Viewpoint - The case marks the first instance in China where a listed company's executives were held accountable for failing to fulfill a public commitment to increase shareholding, resulting in full compensation being paid to the plaintiffs [1][2]. Group 1: Case Background - The lawsuit was initiated by plaintiffs Liu and Zheng against Shanghai Jinmota Chemical Co., Ltd. and its executives for failing to fulfill a public commitment to purchase shares worth at least 300 million yuan [1][2]. - The executives had announced plans to increase their holdings within six months but failed to do so, leading to regulatory actions from the China Securities Regulatory Commission and the Shenzhen Stock Exchange [1][2]. Group 2: Legal Implications - This case is significant as it is the first judicial application of Article 84 of the new Securities Law, which stipulates that failure to fulfill public commitments can lead to civil liability for damages [2][3]. - The court found that the executives did not have the financial means to fulfill their commitment and had misled investors, thus constituting a false statement [3][4]. Group 3: Financial Outcomes - The court ordered the executives to compensate Liu for 506,100 yuan and Zheng for 277,400 yuan, totaling over 900,000 yuan in damages claimed by the plaintiffs [2][4]. - The executives' failure to fulfill their commitment resulted in significant financial losses for the plaintiffs, who had invested based on the expectation of the share purchase [3][4]. Group 4: Market Impact - The public commitment to increase shareholding was expected to significantly impact the company's stock price and ownership structure, but the lack of follow-through led to investor losses and market misinformation [2][4]. - The case highlights the importance of transparency and accountability among company executives in maintaining investor confidence and market integrity [3][4].
全国首例!两股民收到近80万元赔款!
证券时报· 2025-06-12 11:10
Core Viewpoint - The case marks the first instance in China where a listed company's executives were held accountable for failing to fulfill public commitments, leading to a significant legal precedent in securities law [2][3]. Group 1: Case Background - On June 12, the Shanghai Financial Court announced that the defendants, including Shanghai Jinmota Chemical Co., Ltd. and its executives, had fully compensated the plaintiffs for losses incurred due to unfulfilled stock purchase commitments [2]. - The case arose from a public commitment made by the company's executives in June 2021 to purchase at least 300 million yuan worth of shares within six months, which was later not fulfilled [2][3]. - The plaintiffs claimed losses exceeding 9 million yuan due to the executives' failure to adhere to their public commitment, which constituted securities fraud [2]. Group 2: Legal Implications - The court's ruling is significant as it applies Article 84 of the new Securities Law for the first time, which stipulates that failure to fulfill public commitments can lead to civil liability for damages [3][5]. - The court found that the executives had no genuine intention to fulfill their commitment, as they did not prepare funds and provided misleading information regarding their financial situation [5]. - The ruling emphasizes the importance of transparency and accountability for executives in publicly listed companies, potentially enhancing investor confidence in the market [3][5]. Group 3: Reactions and Future Considerations - The plaintiffs' legal representatives expressed that the ruling could activate the relevant legal provisions, promoting orderly capital market operations [3]. - The defendants indicated a willingness to resolve disputes with other investors through mediation after assessing their losses [5]. - The case highlights the potential for increased scrutiny on executive commitments and the legal repercussions of failing to meet such obligations in the future [5].