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“空壳公司”发行1亿元私募债案,终审判决落地
Zhong Guo Ji Jin Bao· 2025-10-23 22:32
Core Viewpoint - The final judgment regarding a dispute caused by the illegal issuance of private bonds by a "shell company" has been reached, with Zhongshan Securities bearing joint liability for compensation within a 30% range alongside Beiji Haotian [1] Group 1: Case Background - The dispute originated from a private bond issuance in March 2013, where Beiji Haotian, a company with no actual operations and zero tax payments, fraudulently obtained approval from the Shanghai Stock Exchange to issue private bonds worth 100 million yuan, with Zhongshan Securities as the underwriter [4] - In 2018, after Beiji Haotian defaulted on the bonds, Zhongjin Innovation, as an investor, sued Beiji Haotian and Zhongshan Securities for securities fraud [4] - The initial ruling in 2021 ordered Beiji Haotian to compensate Zhongjin Innovation 32.94 million yuan for losses, with Zhongshan Securities held jointly liable [4] Group 2: Legal Proceedings - The second-instance court reversed the initial ruling, dismissing Zhongjin Innovation's claims and allowing Zhongshan Securities to reverse a provision of 52.3755 million yuan, thus exempting them from joint liability [5] - Zhongjin Innovation applied for a retrial, leading to a final judgment that included five key points, confirming a 27 million yuan debt owed by Beiji Haotian and establishing Zhongshan Securities' joint liability for 30% of the compensation [5] Group 3: Industry Implications - The case raises questions about the responsibilities of underwriting firms in fraudulent bond issuances, highlighting the potential for joint liability for intermediary institutions [6] - The "Wuyang Bond Case" serves as a precedent, where intermediary institutions were also held liable for investor losses, emphasizing the need for diligence and accountability among underwriters [6][7] - Legal experts suggest that investors should be cautious when investing in such bonds due to the complexities involved in understanding the underlying assets and the lengthy process of seeking redress after defaults [7]
“空壳公司”发行1亿元私募债案,终审判决落地!
Zhong Guo Ji Jin Bao· 2025-10-23 15:28
Core Viewpoint - Zhongshan Securities is held jointly liable for 30% of the compensation alongside Beiji Haotian in a securities fraud case stemming from the issuance of private bonds by a shell company [2][8]. Group 1: Case Background - The dispute originated from a private bond issuance in March 2013, where Beiji Haotian, a company with no actual operations and zero tax payments, fraudulently obtained approval from the Shanghai Stock Exchange to issue 100 million yuan in private bonds, with Zhongshan Securities acting as the underwriter [7]. - In 2018, after the bonds defaulted, the investor Zhongjin Innovation sued Beiji Haotian and Zhongshan Securities for securities fraud, leading to a lengthy legal process [7]. Group 2: Legal Proceedings - The first-instance judgment in 2021 ordered Beiji Haotian to compensate Zhongjin Innovation 32.94 million yuan for losses, with Zhongshan Securities held jointly liable for the compensation [7]. - Zhongshan Securities appealed the decision, and the second-instance court initially dismissed Zhongjin Innovation's claims, allowing Zhongshan Securities to reverse a provision of 52.3755 million yuan, thus exempting them from joint liability [8]. Group 3: Final Judgment - The Supreme People's Court's final ruling included five key points: cancellation of the previous judgment, confirmation of Zhongjin Innovation's 27 million yuan claim against Beiji Haotian, joint liability of specific individuals for the debt, and Zhongshan Securities' 30% joint liability with Beiji Haotian [8]. - The announcement also revealed that Zhongshan Securities and its parent company had been involved in litigation and arbitration cases totaling approximately 53.2184 million yuan over the past 12 months [8]. Group 4: Industry Implications - The case raises questions about the responsibilities of intermediary institutions in securities fraud, highlighting that they may also face joint liability if they fail to perform due diligence [10]. - The precedent set by this case, along with the notable "Wuyang Bond Case," emphasizes the need for intermediaries to provide independent and accurate information to investors, as misleading reports can lead to significant investor losses [10].
“空壳公司”发行1亿元私募债案,终审判决落地!
中国基金报· 2025-10-23 15:25
Core Viewpoint - The final judgment regarding the securities fraud liability dispute involving Zhongshan Securities and Beiji Haotian has been reached, with Zhongshan Securities bearing joint compensation responsibility within a 30% range [2][6]. Group 1: Case Background - The dispute originated from a private bond issuance in March 2013, where Beiji Haotian, a shell company with no actual operations, fraudulently obtained approval to issue a private bond of 100 million yuan, with Zhongshan Securities as the underwriter [6]. - In 2018, Zhongjin Innovation, an investor affected by the bond default, sued Beiji Haotian and Zhongshan Securities for securities fraud, leading to a complex legal process [6][7]. Group 2: Legal Proceedings - The first-instance judgment in 2021 ordered Beiji Haotian to compensate Zhongjin Innovation 32.94 million yuan for default losses, with Zhongshan Securities held jointly liable [6][7]. - The second-instance court reversed the decision, dismissing Zhongjin Innovation's claims and allowing Zhongshan Securities to reverse a provision of 52.3755 million yuan, effectively relieving it of joint liability [6][7]. Group 3: Final Judgment - The Supreme People's Court's final ruling included five key points: cancellation of the previous judgment, confirmation of Zhongjin Innovation's 27 million yuan claim against Beiji Haotian, joint liability of specific individuals for the debt, and Zhongshan Securities' 30% joint liability with Beiji Haotian [7]. - The total amount involved in ongoing litigation and arbitration for Zhongshan Securities and its subsidiaries over the past 12 months is approximately 53.2184 million yuan [7]. Group 4: Implications for Intermediaries - The case raises questions about the liability of underwriting firms in fraudulent bond issuances, similar to the notable "Wuyang Bond Case," where intermediaries were also held liable [8][9]. - Legal experts emphasize the importance of due diligence by intermediaries, as failure to provide accurate reports can mislead investors and result in direct losses [10].