The Shock Wave Of Guolian Guojin'S "Marriage" Ending: Vice President Of Guolian Resigns From Insider Trading Investigation Or Affects The Rating Of Two Securities Companies

One wave is not flat, another is rising, Guolian securities has recently attracted the attention of the market.

On the evening of October 13, Guolian securities suddenly announced that the board of directors had recently received a written resignation report from Yang Ming, vice president of the company. He applied to resign from the position of vice president of the company due to job change. Just the day before, Guolian securities and Guojin securities had just announced simultaneously that they would terminate the planning of major asset restructuring between the two companies.

The failure of Guolian securities to swallow Guojin securities has become more and more complicated due to the collapse of merger and acquisition industry, the leakage of inside information and the sudden resignation of vice president.

Ten days suspension, earth shaking

The merger of Guolian securities and Guojin securities is undoubtedly the heavyweight news of the securities market in recent months.

Shuangguolian securities announced on September 20. According to the announcement, Guolian securities intends to transfer its 7.82% shares of Guojin securities from Changsha Yongjin (Group) Co., Ltd., and plans to issue a shares to all shareholders of Guojin securities in exchange for shares to absorb and merge Guojin securities. The next day, the two companies began to suspend trading.

Seeing the first merger case of listed securities companies in the history of A-share will be completed. Ten trading days after the suspension, the market is waiting for the two securities companies to "break up" news.

As for the reasons for the failure of mergers and acquisitions, Guolian securities explained that the restructuring was still in the planning stage, and "the relevant parties of the transaction did not reach a substantive agreement on the specific scheme".

The failure of Guolian securities to swallow Guojin securities has become more and more complicated due to the collapse of merger and acquisition industry, the leakage of inside information and the sudden resignation of vice president. -IC photo

"I don't quite agree with this explanation. The two securities companies which are engaged in M & A themselves have already reached the stage of announcing the suspension of trading, and the specific plan has not been put forward yet?" A senior investment bank of a securities firm in Beijing said.

Like the above-mentioned investment bankers, there are not a small number of market people who suspect that the merger and acquisition will be terminated. The obvious leakage of insider information in the merger of Guolian Guojin seems to be a breakthrough to dispel the suspicion of the failure of the securities industry merger.

From the perspective of open market information, as early as the day before Guolian securities and Guojin securities officially announced the intention of merger and acquisition, relevant news and even announcement screenshots had been circulated on the Internet. Earlier, on September 18, the A-share shares of two listed companies also went up and down. On September 25, the China Securities Regulatory Commission (CSRC) formally issued a request to Guojin and Guolian securities to conduct self inspection, submit the list of insiders and start the verification procedure.

"When the inside information has been basically confirmed to be leaked and the company's internal executives or shareholders may be involved in it, it is reasonable for the regulatory authorities to put pressure on Guolian securities to give up the merger and acquisition initiative in order to protect the interests of investors," said the investment bank. "Stop the merger and acquisition first, and then check it slowly. Then, we can see how the follow-up development will be based on the investigation results."

However, Wang Jiyue, a senior investment banker, believes that it is not easy to conduct market-oriented restructuring negotiations. It is not uncommon that the suspension of the restructuring transaction has not been negotiated, and there are also many failures in the restructuring transaction negotiations among securities companies. "Insider trading may be an influential factor in the termination of restructuring, but it is not a decisive factor. The root cause should still not be discussed."

No matter what the main cause and inducement, the merger of listed securities companies has been blown up. As far as the market is concerned, in addition to waiting for the investigation results of the CSRC, whether Guolian and Guojin still have room for merger is also a hot topic for discussion.

"Guojin's major shareholders have shown that they want to sell their shares, and Guolian has shown their strategic intention to expand merger and acquisition, but the terms of the two sides have not been agreed. On the contrary, the restructuring expectations of the two companies are clearer. " Wang Jiyue said.

Another senior executive of a domestic securities company believes that whether the merger can continue or not depends on the root cause of the merger failure. If it is because of the disclosure of insider information, the merger will be more difficult in the future. If it is just not negotiated, it is hoped that the merger will continue to move forward after the survey results are implemented.

The vice president suddenly resigned

However, when the investigation of the relevant incidents by the CSRC was not clear, Yang Ming, vice president of Guolian securities in charge of self support business, suddenly applied for resignation.

According to public information, Yang Ming, who is less than 40 years old this year, was born in 1981. Since the second half of 2016, he has been in charge of investment business as vice president of Guolian securities. At the same time, Yang Ming is also the chairman and general manager of Guolian Tongbao, a private equity investment subsidiary of Guolian securities.

Before taking office in Guolian securities, Yang Ming also served as investment manager of Shenyin Wanguo Securities, fund manager of Dacheng Fund, manager and investment manager of Huabao Xingye fund department, senior business vice president of Taiping asset management, etc.

From the point of time when Yang Ming entered Guolian securities, one year after Wang Dongming, former chairman of CITIC Securities, joined Guolian securities as a consultant. At present, the market believes that it was Wang Dongming, the former "soul" of CITIC Securities, who led the "CITIC system" within the League of nations to take over the merger and acquisition of Guojin.

For Yang Ming's whereabouts, some Guolian securities insiders said they did not know. But judging from the company's announcement of the resignation of the vice president, it is impossible to determine whether Yang Ming has completely separated from Guolian securities. It only said that Yang Ming resigned from the position of vice president of the company, but did not explain whether he still served as the chairman and general manager of Guolian Tongbao.

"Generally, only when directors and general managers resign will they have the statutory obligation of information disclosure, and senior executives at the level of vice president have not been forced to fully trust. However, from the perspective of responsibility to the market, investors and integrity of the letter, once the senior executives leave the company, they need to disclose all the information about their positions in the parent and subsidiary companies. " From this point of view, Yang Ming may still stay in Guolian securities to take up other positions, the relevant person in charge of Xinpi, a large domestic securities firm, told the 21st century economic report.

Further waves are still brewing

Although the failure of the merger and acquisition will not shake the foundation of Guolian and Guojin securities, in the future, with the investigation of relevant insider information leakage by the CSRC, the performance and development of the two listed securities companies will still be affected.

"Judging from the fact that the inside information has basically been leaked, it is quite possible for the two securities companies to receive the warning and fine administrative punishment from the CSRC. If the fund scale is larger, the penalty can be involved." The senior investment bank said.

According to the regulations on Classified Supervision of securities companies, in the process of annual classification evaluation, if the securities company is subject to administrative warning punishment, or the relevant responsible person is taken warning administrative punishment measures, 4 points will be deducted each time. If the relevant subject is subject to administrative penalty of fine, 5 points shall be deducted each time.

However, the "Regulations on Classified Supervision of securities companies" also makes it clear that if a number of administrative penalties, regulatory measures, disciplinary sanctions and self-discipline management measures are implemented on the securities companies and their responsible personnel on the same matter, the highest score will be deducted, and no repeated points will be deducted. In other words, after the results of the CSRC investigation are released, Guolian and Guojin are likely to be deducted 5 points in the next round of classification rating of securities companies.

According to the classification results of securities companies in 2020, Guolian securities got a class a rating, and Guojin securities ranked AA. The loss of 5 points is likely to drag the two securities companies down A-class rating.

In practice, the decline of classification results of securities companies will directly affect the scale of risk reserves and the proportion of investor protection funds. If class a securities companies can pay 0.5% of their operating income to the Securities Investor Protection Fund in 2019 and 2020, class B, C and D securities companies need to pay 0.6%, 0.7% and 0.7% of their operating income. These subtle differences will directly affect the capital adequacy of securities companies.

In addition, the classification results of securities companies will also affect the development of new business. According to the regulations, the classification results will be used as the Prudential conditions for securities companies to apply for increasing business types, issuing and listing, and also as the basis for determining the pilot scope and promotion order of new business and new products. And the securities companies with lower scores will be treated differently in terms of regulatory resource allocation, on-site inspection and off-site inspection frequency.

In addition to the potential risks faced by the operation of the two securities companies, the failure of the Guolian Guojin merger may also have an impact on the whole industry.

"The merger of Guolian Guojin is the first of A-share listed securities companies, and the volume after the merger is not small. It can even be regarded as the beginning of the integration of domestic securities industry to build aircraft carrier level securities companies. If insider trading is involved in the whole process of securities trading, it will have a negative impact on the subsequent process of securities trading. " According to an analyst at a domestic small and medium-sized securities firm Research Institute, the future regulation is bound to further strengthen the supervision of key links such as insider information, and the process of securities industry integration will not be interrupted, but it is likely to slow down. Yan Ling (Editor)