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Author｜Yao Ruohan Famous industry expert
Original title｜The Diou announcement is actually an announcement to reassure the people
On the evening of June 1, Diou Home Furnishings issued the "Announcement on the Company's Directors Receiving the Notice of Investigation from the China Securities Regulatory Commission and the Director's Resignation" (the original text is as follows).
Diou Home Furnishing, with its subsidiary Oceano as its main operating force, has attracted much attention in the industry. This announcement immediately attracted the attention of some industry media, and concocted various thrilling headlines to attract attention. After posting in various WeChat groups, rumors and even false rumors spread throughout the industry within a day, triggering all kinds of conjectures. I even received so many phone calls and private messages from colleagues in the industry that day that I had no time to reply to them one by one. So I might as well Write a special article to analyze and interpret this and share it with colleagues in the industry.
Before getting into the topic, you might as well say a little digression. There is a slightly exaggerated statement that at most 5% of people can understand current political news, and only 1% of people can understand diplomatic rhetoric. In China, there are only two groups who often watch the news network. One is One is too thoughtful, and the other is too thoughtful. There are also many people who dismiss official documents, thinking that they are all empty talk, with no new ideas, and no literary talent. In fact, it is often because they do not really understand it. It is an important official document. The words and sentences are carefully considered and the writing is extremely precise. It is extremely rigorous and professional. There are endless meanings behind the words. There is not a single word in the whole article that can be easily changed.
Closer to home, Diou’s announcement contains a lot of key information. If you really understand it, you will understand that its essence is an announcement to calm the people.
What does this announcement mainly say?
The first message is to inform Diou that two directors have received the investigation notice from the China Securities Regulatory Commission and forwarded the original content of the notice.
These are routine procedures,No interpretation required.
The second piece of information came immediately after, "The aforementioned illegal information disclosure matters are related to the disclosure of personal shareholding information of Mr. Bao Jiejun and Mr. Ding Tongwen, and have nothing to do with the company."
What does this information reveal? In fact, it revealed two key points: the first point is to emphasize that this investigation matter has nothing to do with Diou Company, and everyone does not need to worry, this is the first step to rehabilitate the people; the second point is that non-professionals may not easily notice it, which is to supplement The original notice only mentioned the suspected violation of information disclosure laws and regulations, and did not specify what kind of information was disclosed. However, the Diou announcement clearly stated that it was intended to disclose information on personal shareholdings. , don’t underestimate the added words “personal shareholding”. The mystery lies here. The scope of illegal violations is very broad. If it is not defined, it may be a serious violation, or it may be extenuating circumstances. An analogy can be made for minor violations. After going to the hospital for a physical examination, if the hospital notice only says that a tumor is found, it may be a bit scary. If it is added that it is a lipoma, the level of worry will definitely be greatly reduced. This is Anmin's second Step two. As for why it can be compared to lipoma, because the disclosure of personal shareholding information involves a lot of legal expertise, we will do a detailed analysis later.
The third information is, "The aforementioned matters do not involve the company's financial fraud, capital occupation, illegal guarantees, etc., and will not have an impact on the production and operation of the company and its subsidiaries."
What is this talking about? In fact, it is to further explain that this is just a lipoma, not a malignant tumor, and it will not transform into a malignant tumor and will not affect your health. You can put your heart back in your stomach. This is the third step in reassuring the people.
The next fourth piece of information is that Mr. Bao Jiejun and Mr. Ding Tongwen, in view of their current personal circumstances, have both announced their resignation in order to avoid affecting the company's refinancing. After his resignation, Mr. Ding Tongwen still serves as the president of Foshan Oceano Ceramics Co., Ltd., a subsidiary of Diou Home Holdings, and Mr. Bao Jiejun no longer holds any other positions in listed companies.
This is actually the most important piece of information in Diou’s announcement, and it is also the fourth step in reassuring the people. It also contains two key points. The first point is to emphasize the reasons for the resignation. The resignation of the two directors was to avoid affecting the refinancing of Diou Company, not for other reasons. Taking a closer look, this reason is more of a phased workaround., then what happens after the wind stops and the rain subsides? Just leave the meaning behind. This is the fourth step in reassuring the people. The second point is purely a question. After resigning, Mr. Ding Tongwen still serves as the president of Foshan Oceano Ceramics Co., Ltd., a subsidiary of Diou Home. As we all know, the operating performance of the subsidiary Oceano accounts for more than Diou Home. 90%, emphasizing that Oceano’s management is operating as usual, calm and calm, and the answer is obvious. This is undoubtedly the fifth step in reassuring the people.
The fifth piece of information came one after another. The resignations of Mr. Bao Jiejun and Mr. Ding Tongwen did not cause the number of members of the company's board of directors to fall below the legal minimum number, and would not affect the normal operation of the company's board of directors. Since their resignation reports were sent to the board of directors, Effective from date. After his resignation, his shares will be managed in strict accordance with relevant laws, regulations and relevant regulatory rules.
What is the core meaning of this messaging? "It will not affect the normal operation of the company's board of directors." This is to tell everyone once again that there is no change in the board of directors of Diou, and it will continue to be as it should be, and the established policy will remain firm. There is no doubt that this is the sixth step to peace of mind.
The last paragraph conveys the sixth message. It seems to be just a routine, scripted, but it is not as simple as it seems. In fact, it emphasizes a key point, which is the disclosure by the media designated by the Diou announcement. The information is authoritative and reliable. What other media say does not count, and there is no need to make random guesses. I would like to remind everyone not to spread rumors and believe them. The words are concise and concise, the words are light and the meaning is heavy. Everything that needs to be said is said, and it can be concluded perfectly. This is the seventh step in reassuring the people.
Now that we have finished interpreting the Announcement on Animation, there is one final professional issue that needs to be introduced in detail.
The personal shareholding information disclosure matters specifically mentioned in the announcement are actually common equity holdings on behalf of others.
Equity holdings on behalf of others, also known as silent investment, entrusted shareholding, etc., refer to an agreement between the actual investor (also known as "hidden shareholder") and the nominal shareholder (also known as "disclosed shareholder"), whereby the nominal shareholder acts on behalf of the actual investor in his or her name. A rights and obligations arrangement in which the investor fulfills the rights and obligations of shareholders, and the actual investor fulfills the capital contribution obligations and enjoys investment rights and interests.
Equity holdings within a limited company are generally legal and compliant activities; equity holdings within listed companies involve violations of regulatory rules such as the clarity of relevant equity, but the relevant laws have not explicitly stipulated that such holdings are invalid, so in judicial practice , divided into two stages, before the 2017 Supreme Court ruling on Yang Jinguo and Lin Jinkun’s equity transfer dispute (2017) in which the equity holding agency of listed companies was invalid., the equity holding contract is generally deemed valid. After Ruling No. 2454, it was found to ultimately harm the public interests and constitute a violation of Article 52, Paragraph 4 of the Contract Law, and is therefore invalid.
In capital practice, the phenomenon of entrusted equity holding is very common. In order to avoid restrictive factors such as legal regulations, number of shareholders, identities, investment ratios, etc., the actual investors of many companies prefer to invest through entrusted equity holding. Therefore, legal issues arising from equity holdings in the capital market have emerged one after another in recent years.
The announcement of Ruling No. 2454 has sounded the alarm for relevant entities in the capital market. Under the background of strong regulatory policies in the field of financial securities, the validity of equity holding contracts in the original judicial practice may change accordingly. This case can be seen as a symbol of the judicial authorities’ strict administration of justice in the capital market, and heralds the beginning of a series of coordinated supervision and administration of justice in the capital market by judicial authorities and regulatory authorities in the future.
Under the idea of Ruling No. 2454, the equity holding contract of a listed company is invalid because it harms social and public interests. This is consistent with the existing regulatory trend. For listed companies and their directors, supervisors, and senior executives who fail to disclose relevant equity holdings in accordance with the law, relevant punitive measures are stipulated in the Securities Law, the Measures for the Administration of Information Disclosure, and other rules, and enforcement has been increasingly strengthened in recent years. , in practice it is not uncommon for companies to be subject to administrative penalties for failing to truthfully disclose relevant equity holdings. For example, in cases of information disclosure violations such as Peking University Pharmaceuticals (000788.SZ), Ren Zixing (300311.SZ), Yisheng Pharmaceuticals (002566.SZ), Wenfeng Shares (601010.SH), the listed companies involved and the relevant directors, supervisors and senior management were all Administrative penalties imposed by the China Securities Regulatory Commission.
Taking the case of Wenfeng Shares as an example, the amount of the violation reached 863.5 million yuan. Based on the facts, nature, circumstances and degree of social harm of the parties’ illegal acts, and in accordance with the provisions of Article 193, Paragraph 1 of the Securities Law, the China Securities Regulatory Commission The meeting decided to order Wenfeng Co., Ltd. and Wenfeng Group to make corrections, give them a warning, and impose a fine of 400,000 yuan each; more than ten executives and shareholders, including Lu Yongmin, Xu Changjiang, and Chen Songlin, were given warnings and fined between 400,000 yuan and 300,000 yuan. Fines ranging from 10,000 yuan to 10,000 yuan.
However, these cases of equity holdings of listed companies that have been investigated and punished are just the tip of the iceberg. In the past few years, many companies, especially private enterprises, generally adopted the equity holding method to provide rewards and incentives to corporate veterans and backbones. Under the background of lax supervision at that time, Such problems left over from history can be said to be everywhere, and Oceano under investigation this time is one of them. Oceano launched its listing plan more than ten years ago. At that time, in order to reward the company's veterans and retain the backbone of the business, and at the same time avoid the many troubles caused by too many prominent shareholders, it also adopted this approach that seemed reasonable but unreasonable at the time. Regulation of equity holdings, against the background of lax supervision in previous yearsIt also contributed to this kind of luck mentality that the law does not punish the public. Until this time, it finally stepped on the thunder. Fortunately, it will not have any substantial impact on the business operations. While passively solving this historical problem, it also gave itself to I learned a lesson from my colleagues.
Colleagues in the industry pay attention to Diou's announcement, mainly focusing on what implications it has for their own corporate capital operations. The capitalization trend in the ceramic industry has been visible to the naked eye. Many companies are already on or preparing to dance with capital. Many live cases have happened or are about to happen around us.
Generally speaking, because they are in the traditional manufacturing industry, the vast majority of people in the ceramic industry are not familiar with the operating rules and regulations of the capital market. The ceramic industry is a highly privatized and highly free-competition industry. It has experienced a long stage of barbaric growth. There is a general lack of normative awareness and a lot of inertia is taken for granted. Of course, in recent years, with the general expansion of business scale, the increase in capital operation cases, and the flow of outstanding cross-industry professionals, the overall awareness of standardized management among ceramic companies has also been significantly improved, which is undoubtedly a welcome change.
In the past two years, due to the combined effect of various factors, the trend of polarization in the ceramic industry has become increasingly obvious. The era when everyone's life was easy has passed. Either rise or sink. The way out for enterprises has become simple and cruel. But after all, only a few can rise. In order to become one of these few, many companies have resorted to capital. The power to realize the dream of leap.
The realization of any dream is not free. Capitalization is certainly no exception. Listing a company means becoming a social enterprise. Not only will most of its operations be subject to government supervision and public supervision, but it will also have to bear the cost of some unstandardized practices in the past. Some practices that were not illegal or illegal in a limited company have become Listed companies will violate laws and regulations in the future, just as the requirements for public figures are higher than those of the general public, and the same reason applies.
In the capital market, all companies can only dance with their shackles on. We also hope that Oceano will bear the burden and remain the graceful dancer on the industry stage.
