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    Liu Weiwei: Why did the warning letter only give Dong Mingzhu instead of Fang Hongbo?

    2019-02-11 07:30:57

    Financial sector website 

    Liu Weiwei issued a statement today that in accordance with the "200819" warning letter issued by the Guangdong Securities Regulatory Bureau, the company's directors and executives have no right to report the company's performance expectations at the shareholders' meeting before the public disclosure of information through the designated media. However, this behavior violates Article 98 of the Company Law: "The shareholders' meeting is the company's authority."

    Liu Weiwei said that if the Guangdong Securities Regulatory Bureau issued a "warning letter" to Dong Mingzhu and the other party's behavior did not issue a "warning letter", then, is the Guangdong Securities Regulatory Bureau selective enforcement?

    The following is the full text:

    Strict supervision

    Liu Weiwei

    On January 31, 2019, the Guangdong Securities Regulatory Bureau issued [2019] No. 6 "Decision on the Adoption of Warning Letters for Dong Mingzhu", which stated: "Dong Mingzhu: After investigation, you as ZhuhaiGree ElectricThe chairman of the company limited by shares (hereinafter referred to as Gree Electric Appliances), at the first extraordinary shareholders meeting of Gree Electric Appliances held in the afternoon of January 16, 2019, released the relevant performance information of Gree Electric's 2018 operating income and net profit. Gree Electric Co., Ltd. released the 2018 annual performance forecast on the evening of the day after the shareholders' meeting. Your above acts violate the provisions of Article 6, paragraph 2, and Article 45, paragraph 2 of the Measures for the Administration of Information Disclosure of Listed Companies. ”

    Article 6 of the "Administrative Measures for Information Disclosure of Listed Companies": "The time for information disclosure obligors to publish information on the company's website and other media shall not precede the designated media, and shall not be replaced by any form such as press release or answering journalists. The reporting and announcement obligations shall not replace the interim reporting obligations that should be performed in the form of periodic reports.” Article 45, paragraph 2: “The secretary of the board of directors is responsible for handling the information disclosure of listed companies, etc. In addition to the announcement of the board of supervisors, the listed company The disclosed information shall be published in the form of an announcement by the board of directors. The directors, supervisors and senior management personnel shall not publish the undisclosed information of the listed company without the written authorization of the board of directors."

    According to the "Warning Letter" issued by the Guangdong Securities Regulatory Bureau [2019] No. 6, the company's directors and executives have no right to report the company's performance expectations at the shareholders' meeting before they disclose the information through the designated media. However, this behavior violates Article 98 of the Company Law: "The shareholders' meeting is the company's authority."

    According to several media reports: "January 12, 2019Midea GroupChairman and President Fang Hongbo revealed at the 2019 China Manufacturing Forum that Midea Group expects its pre-tax profit to exceed 26 billion yuan in 2018, a record high. "On January 15th, Midea Group released the "2018 Annual Results Announcement". According to the "Notice Letter" issued by the Guangdong Securities Regulatory Bureau on [619] No. 6, Fang Hongbo violated Articles 6 and 45 of the Measures for the Administration of Information Disclosure of Listed Companies. Article.

    If the Guangdong Securities Regulatory Bureau issues a "warning letter" to Dong Mingzhu, and the other party's behavior does not issue a "warning letter", then, is the Guangdong Securities Regulatory Bureau selective enforcement?

    Regarding the issue of the warning letter issued by the Guangdong Securities Regulatory Bureau on [2019] No. 6, there are two principle questions that must have a clear answer:

    First, is the company's directors executives obligated to report performance expectations to the shareholders' meeting?

    Second, in violation of Articles 6 and 45 of the Measures for the Administration of Information Disclosure of Listed Companies, are the directors who report the company's performance expectations to the shareholders' meeting or the shareholders who advertise the contents of the shareholders' meeting to the media without authorization? Who should the SFC punish?

    The above two principle issues are related to the behavioral standards of directors, shareholders and the media of listed companies, which are related to the ethos and social atmosphere of the Chinese securities market.

    The China Securities Regulatory Commission and the Guangdong Securities Regulatory Bureau must give clear answers to the above two principles. Otherwise, the Guangdong Securities Regulatory Bureau issued [2019] No. 6 "Warning Letter" as a demonstration case, which will make the national listed companies feel at a loss.

    The implementation of the registration system is a milestone in the development of China's securities market. The basis for the smooth implementation of the registration system is to strictly supervise the securities market and strictly enforce the law. I hope that the Guangdong Securities Regulatory Bureau's [2019] No. 6 "Warning Letter" involves the correct answer to the two principle questions, which can make the securities market feel the supervision and shock of the regulatory authorities.

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