Fujian cement illegal stock losses tens of thousands of years should be prosecuted

Last year, Fujian Cement released a paper "2009.5 Annual Performance Notice revised notice" revealed that the company's irrational low selling buy 4.23 million shares of Industrial Bank, resulting in shareholder losses of more than tens of millions of facts.　　A number of experts, lawyers said, Fujian cement super short-term to inverted shares of the behavior is "performance fraud", although the case is "difficult", but holders of more than 1% of the company's shareholders can bring a shareholder representative action to recover losses. Low selling and shoplifting loss of more than tens of thousands of May 20, 2009, Fujian Cement issued 2009.5 annual Performance Notice revised notice, the original expected loss of 450.06 billion yuan to revise the estimated net profit of more than 15 million yuan. On the reasons for the significant increase in performance, the Bulletin explained: "The company's board of Trustees has decided to authorize the operating level to operate the company's holdings of financial assets available for sale." "Therefore, May 2009 14, 15th, the company through the Shanghai Stock Exchange Trading System, the cumulative sale of the bank (601166) shares 4.23 million shares, the cumulative transaction amount of 116.9247 million yuan, the average transaction price of 27.642 yuan/share,　　Achieve investment income of about 111.8101 million yuan. In the announcement of "Other relevant instructions", plainly wrote: "May 19, 2009, the company through the Shanghai Stock Exchange trading system to buy 4.23 million shares, the cumulative use of 122.2793 million yuan, the average purchase cost of 28.907 yuan/share."　　"In other words, in 5 days, 4.23 million banks from Fujian cement stock account out of the" string a door, "After a enter, Fujian Cement holdings of Societe Generale has not changed the number of shares. However, "the cost of its investment will be from the original 37.1594 million yuan (that is, 1.16 yuan/shares) adjusted to 154.5388 million yuan (i.e. 4.82 yuan/share)".　　According to the Fujian Cement 2009 Annual Report More detailed information, the reporter calculate an account, this operation sold income of 111,810,752.11 Yuan, buy spend 122,279,820.90 yuan, negative and positive offset, resulting in a net loss of 10,469,070 Yuan. Transactions without general meeting of shareholders under the 2009 annual report of Fujian Cement, "the company to make up the main loss, sold for the sale of financial assets Xingye Bank shares 4.23 million shares."　　"But what happened later proved that the company's approach not only failed to make up the main loss of the desire, there are serious information disclosure problems." August 7, 2009, Fujian Cement released a second revised announcement of its semi-annual results, saying that "performance has fallen sharply and that the net profit attributable to the owner of the parent company in this reporting period is about-59.88 million Yuan". The proceeds from the sale of Societe Generale's shares could not be recognized as investment proceeds because the sale "was not authorized by the general meeting of shareholders, and the investment proceeds could not be confirmed under the relevant regulations." "The Shanghai Stock Exchange stock listing rules clearly stipulates that the total amount of assets involved in the transaction accounts forListed companies in the most recent period audited net assets of more than 10%, and the absolute amount of more than 10 million yuan, the company should be timely disclosure. Although Fujian cement in the May 20 performance notice of the revised announcement, and the subsequent release of the 2009.5 Annual report, 2009 Annual Report on the sale of the shares of Societe Generale, but carefully read the announcement before May 19, 2009, you can find that Fujian cement in making such a big decision, There is no relevant board resolution notice or shareholder General Assembly resolution notice.　　Can not be recognized as investment income of 112 million yuan, it is precisely because "prior to the General Assembly of shareholders authorized." The letter is covered with deliberate concealment. The SFC in the "Listed Companies Information Disclosure management measures" 31st, stipulates: "The listed company shall perform the information disclosure obligation of the major event in time at any point in the first place, and the following is the first of which is" the decision of the Board or Board of Supervisors in respect of the major event. "　　"According to this, Fujian cement in at least two violations of the relevant provisions, first, the two transactions have not been authorized by the general meeting of shareholders, the second is not in the board's decision to sell or buy 423 shares of Societe Generale when the timely disclosure of relevant information. Afterwards, Fujian cement in the annual report of the company to rectify the situation, without prior approval of the shareholders general meeting of the sale of Industrial bank shares, "has been brought to the General Assembly to confirm the agreement of July 30, 2009."　　"But the deal is done, and the loss of 10,469,070 yuan by this Xianzhanhouzou action is irreparable." Fujian cement in the amount of money up to hundreds of billions of stock trading practices, the well-known rights lawyer Yang Chaoquan to the securities daily reporter said the move belongs to the board "ultra vires", "the subsequent ratification is invalid." "From the disclosure of Fujian cement, whether it is to buy or sell, the company did not specialize in these two matters of disclosure, but" implied "in the Performance notice Amendment notice. If investors do not control the analysis, simply do not see the loss of this more than 10 million yuan.　　Yang Chaoquan said that the CSRC requires listed companies to disclose information disclosure should be concise and clear, this way of the evasive approach in fact, playing "edge", there is deliberately concealed suspicion.　　Should Fujian cement be prosecuted? April 12, 2010, Fujian Cement held the first general meeting of shareholders in 2010 to consider the passage of a bill on the sale of some of the Societe Generale bank shares. Every other year, if May 2009, the company sold 4.23 million shares of Societe Generale's bill to the General Assembly for consideration, I do not know the Fujian cement shareholders will not nod?　　Further analysis, if they also know that the company will be in 4, 5 days after the price of the sale of all stock repurchase, will not agree? Recently, the Supreme People's Procuratorate, the Ministry of Public Security jointly issued the "Public security organs jurisdiction of criminal cases of prosecution standards (ii)." In the "Illegal disclosure, not disclosure of important information" part of the provisions: the law of the disclosure of information obligations of companies, enterprises to shareholders and the publicProvide false or conceal important facts of financial accounting reports, or other important information should be disclosed by law not in accordance with the provisions of the disclosure, resulting in shareholders, creditors or other direct economic loss amount of more than 500,000 yuan, should be filed for prosecution. Dongdengwen, director of the Institute of Finance and Securities at Wuhan University of Science and Technology, told the Securities daily that "equity is a strategic investment", the Fujian Cement sell shares only 4 days on the repurchase "is ridiculous, is performance fraud." "and Fujian cement business weak, last year, the total profit loss of 85.4666 million yuan, through this way the performance of the" Painted Skin "is" the lack of accountability to shareholders behavior. " Dongdengwen also said: "Fujian cement has a certain representativeness, such a shameful report is not uncommon in listed companies." "But in the case of Fujian cement compliance with the prosecution conditions, Dongdengwen said:" Under the company law, companies for larger profits and larger losses must be advertised. Fujian cement in the performance notice to amend the notice mentioned, according to the truth is also disclosed. Song Yixin, a prominent activist lawyer, pointed out that the main problem of Fujian cement might not be the letter, but the operation of securities investment without legal procedure, which caused the loss of listed companies and harmed the interests of all shareholders. "Shareholders who hold more than 1% per cent of the company's shares can bring a shareholder representative lawsuit and demand that the losses be returned." Said lawyer Song.