| Article 86(The system of disclosure of large-value shares)of the Securities Law includes the “increased information disclosure” and the “slow walking rules”.In the process of retrieving the administrative punishment decision made by the CSRC,the author found that some cases violated the violators for breaking "slow walking rules" in accordance with Article 204,and some cases have no such punishment.At the same time,in recent years,violations of the large-scale shareholding disclosure obligations have been repeatedly prohibited.In order to understand the regulatory status of China’s large-capital disclosure system and the shortcomings of the system itself,this article has descriptive statistics on the "Administrative Punishment Decision" for 103 violations in the past 10 years.On this basis,author hope to make suggestions on Article 86.When analyzing the general situation of punishment,the study found that in terms of the number of cases,except for 2015,the administrative penalties for violations in other years were relatively average.The average penalty time for the 193 punishable persons among 103 cases was 782 days.In general,there is a certain period of investigation.Through the study of administrative punishment cases for the increase of holdings,there have been 62 administrative punishment cases against illegal increase and holding behavior in the past ten years,and the number of administrativepunishment cases investigated and dealt with each year is relatively average.In 62 cases,the CSRC imposed penalties on 12 cases of violations of the “slow walking rules”.In terms of the penalty range,the maximum amount is 10% of the violation amount and the minimum is only 0.25% of the amount of the illegal transaction.By analyzing the administrative punishment cases for the violation of the rules for the purpose of acquisition,the author found that the CSRC penalties were lighter.The author finds that the main problems are: 1.The legal liability for violation of the “information disclosure obligation” is uncertain between 213 and 196 of the Securities Law.2.The administrative penalty is insufficient.3.The provisions on the voting rights restrictions of the offenders in the legislation cannot play a role.The deeper reason for the above problems lies in the fact that China’s Securities Law does not distinguish between the two concepts of “company acquisition” and“large-value shareholding disclosure system”.As a result,the punishment for illegal acquisitions is too light,and it can not effectively block the purchaser’s illegal acquisition purpose,resulting in violation of the cost of violations.In the statistical analysis of administrative punishment cases,the author found that from 2010 to 2018,the CSRC imposed a total of 41 violations,of which the CSRC in 2015 penalized 31 cases of violations.In the case of penalties for violation of the “slow walking rules”,in 41 cases,the CSRC imposed penalties on the “slow walking rules” of 37 cases in accordance with Article 204 of the Securities Law.The average penalty rate in the penalty range is 5.02% of the amount of the illegal transaction,the median is 5%,the highest is 9.38%,and the lowest is 2%.In summary,we can find that the main problems in the regulatory practice of illegal reductions include the inconsistency of the punishments for similar violations,the difference in the discretion of specific fines,and 60% of the offenders claims the violation is mainly due to the lack of understanding of the regulatory rules.Analysis of the above unreasonable reasons,the author found that the legislative problems are 1.The "Securities Law" regulates a more framework for restrictions onthe reduction of holdings.2.Although the “Regulations on the Major Shareholders and Directors of the Listed Companies to Reduce Shareholdings” are flexible and specific,they lack implementation.Analysis of the legislative background of the slow walking rule,the author believes that the purpose of setting up the "slow walking rule" in the current environment is no longer established.In the attempt to analyze the rules and reasons for the administrative punishment imposed on the violation of the “slow walking rules” with Article 204 of the Securities Law,the author finds the average amount of penalties for violations of illegal increases was 1.639 million RMB,and the average amount of penalties for violations of violations was as high as 3,681,400 RMB.It can be understood that the application of Article 204 of the CSRC to administrative penalties for violations of the “slow walking rules” in the disclosure of large shareholdings has deviated from the intention of information disclosure in the large shareholding disclosure system.The punishment is made in order to achieve the purpose of regulating the reduction of holdings and the act of holding up for the purpose of acquisition.However,by analyzing the value of the large shareholding system itself,the difference between “large shareholding disclosure” and “company acquisition” and the regulation purpose of the reduction behavior,the author finds that each system has its independence.Therefore,the author believes that the large-scale shareholding system should return to its own purpose of information disclosure,guide investors to more effectively use all aspects of market information to make rational investment decisions,cancel the “slow-moving rules”,and distinguish between “Company acquisition" and "large-value shareholding disclosure system." For the purpose of the acquisition for the purpose of acquisition,the author proposes to restrict the voting rights of the offenders in the legislation to block the purpose of the purchaser’sviolations in the hostile takeover,and also meet the interests of those who suffer from violations.From the perspective of administrative supervision,the author believes that in the violation of the large-scale shareholding disclosure system,it should improve administrative efficiency and pay attention to the uniform punishment standards. |
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