Safeguarding the rights and interests of investors and safeguarding their confidence are important prerequisites for promoting the sustained and healthy development of the capital market. In order to help build a good capital market order, safeguard the legitimate rights and interests of investors, and shoulder the responsibilities and obligations of listed companies, Guanzhong Ecology has launched a "Investor Protection" publicity column this year, with one issue per month, to spread official voices, convey professional knowledge, help investors improve their investment knowledge level, enhance their ability to distinguish the authenticity of information, and stay away from false advertising, illegal stock recommendations, malicious speculation and other behaviors.
Publicity column for "Guanzhong Ecological Investor Protection"
Issue 10: "Equity Proxy Holding" Mo Qingxin, New Third Board Investment on the Right Path
With the rapid development of China's financial market, the situation of "equity proxy holding" has become increasingly common, but the risks involved have also gradually emerged
1. What is' equity proxy holding '?
Equity proxy holding, also known as entrusted shareholding, anonymous capital contribution, or pseudonymous capital contribution, refers to a method of disposing of equity or shares in which the actual investor agrees with another person to perform shareholder rights and obligations on behalf of the actual investor in the name of that other person. In company practice, some company investors are unwilling to participate in the company's capital contribution in their true identity due to legal avoidance, corporate restructuring, related party transactions, non compete restrictions, equity trust design, etc. However, in order to enjoy the company's operating income through investment, they contribute in the name of others, making the other person a formal shareholder of the company, while the actual investor themselves actually enjoys shareholder rights behind the scenes. In this case, the investor is the actual contributor, while the other person is the nominal shareholder. The relationship and equity distribution between nominal shareholders and actual investors are often regulated through the signing of a contract, which is commonly referred to as an equity proxy agreement.
2. Real case studies help you recognize the scam of "equity proxy holding"
The actual controller of a listed company, Mr. Ma, signed "Investment Advisory Agreements" with multiple equity investment companies under the pretext of preparing for an A-share listing due to the company's urgent need for working capital, entrusting them to search for investors. The equity investment company has found a publicity team to plan and promote specific operations. On the one hand, the publicity team hires a large number of agents to form WeChat or QQ groups, attracting non-specific individuals with investment intentions to join the groups; On the other hand, hiring stock instructors and analysts to set up online live streaming rooms to analyze New Third Board stocks, teach stock trading skills, exaggerate publicity, and predict the possibility of listed company stocks being listed on the A-share market to encourage investors to buy the listed company's stocks. In order to gain the trust of investors, the actual controller of the listed company also promises to repurchase according to the agreement if the listing fails or cannot be listed as scheduled, which to some extent reduces investors' risk awareness. Investors' stocks are held by the actual controller of the listed company on behalf of them, and a holding agreement is signed.
After investigation, it was found that the listed company issued over 9 million shares to more than 500 investors through false advertising and promotion under the name of Shanghai, and illegally raised more than 100 million yuan by increasing capital, expanding shares, and transferring stocks.
3. Analysis of this case
In this case, the listed company conspired with an equity investment company that did not have securities management qualifications to fabricate or exaggerate the company's operating performance and post listing profit prospects under the guise of listing, in order to attract investors to purchase the listed company's stocks through "equity holding" outside the trading venue. 'Equity proxy holding' is one of the common methods used by unqualified investors in the New Third Board market to participate in stock trading. According to the relevant provisions of the Company Law and the Contract Law, if the establishment of equity proxy is to avoid mandatory provisions of laws and administrative regulations, the equity proxy agreement may be deemed invalid and may easily lead to legal disputes.
4. Kind Reminder
Investors should pay special attention to the following five points when participating in trading on the New Third Board market:
① Securities accounts and fund accounts should be opened with real names, and securities companies approved by the State Council's securities regulatory agency should be entrusted to apply for the purchase and sale of listed company stocks through the National Equities Exchange and Quotations system.
② Be aware of suitability requirements, understand investment thresholds, choose appropriate investment targets based on one's own actual situation, and be alert to potential disputes arising from entrusting others to hold equity on behalf of others due to non-compliance with investment requirements.
③ Understand the risk characteristics of listed company stocks, maintain a rational and cautious investment mindset, and not be swayed by any verbal promises of high returns.
④ Be highly vigilant about recommending stocks through WeChat groups, QQ groups, live streaming rooms, and other means.
⑤ Learn to protect your own rights through legal means, pay attention to retaining evidence of relevant transactions, and prepare for post event rights protection.
Comprehensive content from China Securities Regulatory Commission, Anhui Securities Regulatory Bureau, China UnionPay, Internet Financial Payment Security Alliance
