The country's first case involved in the New Third Board Manipulation of the Securities and Trading Market, today's sentence

On the morning of August 5th, the Shanghai Financial Court issued a first trial judgment to the plaintiff investor Company A and its actual controller Shao, Shao Mou, who manipulated the securities trading market liability dispute.

This case is the first nationwide new third board market to manipulate securities trading market liability disputes. It is also the first civil compensation liability for transaction -related securities trading market behaviors. There are many novel legal issues such as causal relationship identification and loss of calculation of losses, which have some forward -looking and typical significance.

The defendant A is a listing company of the New Third Board. From August 3, 2015, the stock transfer method of Company A in the New Third Board market changed from agreement transfer to market transfer. On November 20, 2017, the defendant A issued the "Announcement on receiving the notice of the China Securities Regulatory Commission on the controlling shareholder and the actual controller's investigation notice", which stated that due to the suspected securities market manipulation, the China Securities Regulatory Commission decided to act as actual company A. The controller conducts a case investigation. On September 7, 2020, the China Securities Regulatory Commission made [2020] No. 61 "Administrative Penalty Decision", which determined that the actual controller Shao Mou and the outsider Zuo Mou were equal to the period from August 7, 2015 to September 30, 2015. Company A carried out the stock price manipulation. During the above period, the market index of the New Third Board market fell from 1515.4 points to 1322.15 points, a decline of 12.75%, and the stock price of Company A rose from 20.26 yuan to 30.79 yuan (the highest transaction price was 36.50 yuan) The increase was 51.97%. Shao ’s securities accounts controlled by him continuously to buy continuously during the manipulation, actively transactions with businessmen, buying and selling Company A shares in large quantities, forcing municipal merchants to continuously increase the two -way quotation center, promote the continuous increase in transaction prices, and their trading volume accounted for the same period of the same period. The proportion of market transactions is 54.03%. The above transaction behavior affected the trading volume of the stock and had a significant impact on its price trend. The "Administrative Penalty Decision" also determined that Shao and others were manipulated from September 14, 2015 (Company A's Dedicated Investment financing docking meeting on September 17, 2015) for eight consecutive trading days. Combined with the actual illegal facts, nature, plot, and social harm, the China Securities Regulatory Commission fined Shao 1.5 million yuan, and also had corresponding penalties for outsiders of other cases.

On September 17, 2015, the plaintiff participated in a fixed -increase investment financing dock organized by Company A as a fixed -income intent. Through online and offline negotiations, in November 2015, the plaintiff and Company A signed the "Stock issuance subscription agreement" to purchase 1.5 million shares issued by Company A at a price of 20 yuan/share, with a total investment of 30 million yuan.

After the plaintiff participated in the targeted addition, Company A's shares suspended twice from October 8, 2015 to November 13, 2018. During the period, Company A's application for the first public offering of A shares and listing was accepted by the China Securities Regulatory Commission. Later, on August 20, 2018, the first public issuance of A -share shares was withdrawn and the listing application was launched. In August 2017, Company A's stock transfer method was transferred from a market transfer to agreement. On November 14, 2018, the stock price of the first trading day after Company A resumed the trading day to 2.4 yuan. On September 17, 2020, the announcement of the "Administrative Penalty Decision" announced, Company A's stock price was 5 yuan.

The plaintiff complained to the Shanghai Financial Court due to a huge loss of investing in company A's directed investment in the direction of Company A and the actual controller Shao, who asked the two defendants to bear the liability for civil compensation for the securities trading market. Lost RMB 22,598,795.28.

During the trial, the defendant conducted debate on issues such as whether the plaintiff's investment loss and manipulating the securities trading market behavior, how the investment loss should be determined, and whether Company A needs to bear joint compensation liability. In terms of losses, in order to fully listen to professional opinions, the court entrusted professional agencies to verify the loss and traceable evaluation of the equity value.

According to the Shanghai Financial Court, according to Article 77 of the Securities Law of the People's Republic of China in 2014, if the manipulating securities market behavior causes losses to investors, the actor shall bear the liability for compensation in accordance with the law. This case is a case where the new third board market is fixed in investors' claims, and there is a particularity. The specific identification includes the following aspects:

The New Third Board market is directed to issue investors' securities infringement.

The principle of cause and effect preparation based on the theory of fraud market and aimed at protecting the legitimate rights and interests of unspecified investors in the fraud market theory and aimed at protecting the legitimate rights and interests of unsatisfactory investors. The plaintiff was involved in the investment agreement by signing the subscription agreement by "face -to -face. The plaintiff in this case has proved that Shao's manipulation of market behavior to investors through the highly associated with its fixed increase investment and manipulation behavior is one of the important factors that lead to the final decision of the plaintiff. In the price of investment, the court determined that the cause and effect was established.

Calculation of the losses of civil compensation for the securities trading market is different from the false statement of the securities false statement.

In terms of the identification of losses, the loss of the difference between the infringement of the securities 'false statement includes the loss of the difference between investors' differences in the implementation of the price of investors after the implementation of the behavior. Under the trading manipulation market behavior, the impact of manipulation on the loss of investors' losses is concentrated in the period of manipulation and subsequent influence periods. After a certain period of elimination, the impact of manipulation behavior will be digested by the market. The court fully considered the characteristics of the trading -type manipulation of the securities and trading market, and selected the principle of the difference in net loss difference as the foundation. The difference between the plaintiff's investment difference between the actual price of the plaintiff's investment in the plaintiff and the fair benchmark price was compared. The calculation of the losses of securities infringement in the New Third Board market should be fully listened to the professional opinions, and the scientific valuation method of investing in related industries will be used as a reference.

The final acceptance of the "Equity Value Retrospective Evaluation Report" issued by the asset evaluation agency in this case. The evaluation uses the relevant asset evaluation industry standards and adopts two evaluation methods: asset basic law and market law. The comprehensive situation of prospects, management level, and competitive advantages, the results of the market law are finally selected as the assessment conclusion. In the market law assessment, the report compares Company A with similar A -share companies in the same industry, and corrects the differences in financial indicators and non -financial indicators. The discount rate of listed companies eventually restored Company A's reasonable equity value of 17.88 yuan/share. The court believes that the evaluation logic is complete, the analysis is relatively comprehensive, professional and credible, and adopted.

In summary, the Shanghai Financial Court finally determined that the investment difference between the plaintiff was 3.18 million yuan. Therefore, the defendant Shao was liable for compensation.

Responsible editor: Gao Shuai | Review: Li Zhen | Director: Wan Junwei

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