Zhongxin Jingwei, January 31 Question: If it is listed fraudulently, what penalties does Hesheng Silicon Industry face?
The author: Chen Tiejiao, lawyer at Shanghai Guangming Law Firm.
Fu Yongsheng is a lawyer at Shanghai Guangming Law Firm.
Recently, Sun Lichen, the wife of Fang Hongcheng, the former general manager of Hesheng Silicon Industry, reported on social **, saying that Hesheng Silicon Industry forged official documents and fraudulently issued. According to its description, in order to successfully list the IPO, Hesheng Silicon concealed the real official documents of the administrative organs issued by the tax authorities, and artificially forged another official document of the administrative organs.
So, if the failure to disclose the penalty for tax evasion, the failure to disclose the equity transfer between the actual controller and the executives of the original company, and the forgery of official documents of the administrative authorities are confirmed, does it constitute fraudulent listing? From the perspective of the Criminal Law, according to Article 160 of the Criminal Law, the crime of fraudulent issuance refers to the concealment of important facts or the fabrication of material falsehoods in the prospectus, stock warrants, measures for raising corporate and corporate bonds, and other issuance documents. At the same time, according to Article 71 of the Guidelines for the Content and Format of Information Disclosure of Companies Offering ** to the Public No. 57 - Prospectus issued by the China ** Regulatory Commission, it is clearly stated that "the issuer shall disclose the violations of laws and regulations and the penalties, supervision and management measures, disciplinary actions or self-regulatory measures during the reporting period, and explain the impact on the issuer". In this case, Hesheng Silicon not only failed to truthfully disclose the fact that it was subject to administrative punishment by the Jiaxing Local Taxation Bureau in the prospectus, but also reported that it had forged an official document stating that the administrative penalty had been "decided to be revoked", which met the objective elements of constituting the crime of fraudulent issuance. Although it has not been confirmed, the author believes that it may constitute the crime of fraudulent issuance. According to article 280 of the Criminal Law, a person who forges an official document of a state organ shall also bear corresponding criminal responsibility, and in this case there may be a combination of punishments for several crimes.
What are the penalties for the responsible person and the company? From the perspective of civil law, if the issuer conceals important facts or fabricates material falsehoods in the prospectus and other issuance documents, and has been issued and listed, the China Securities Regulatory Commission may take measures to order repurchase, therefore, the company must also bear the repurchase obligation in accordance with the "Implementation Measures for Fraudulent Issuance and Listing" (Trial).
At present, affected by the whistleblower letter, the share price of Hesheng Silicon Industry has increased. Therefore, although the facts related to the forgery of official documents have not been ascertained, the fact that Hesheng Silicon did not disclose the penalty information in the prospectus is relatively clear. Therefore, the relevant provisions of the civil compensation case for the infringement of misrepresentation in the market are applicable, and shareholders can require the company to bear the corresponding civil compensation. The date of disclosure of the misrepresentation refers to the date on which the misrepresentation is first publicly exposed and known to the market on newspapers, radio stations, television stations or regulatory authorities, trading venues, major portals, and well-known self-disclosure in the industry. Therefore, in this case, it should be the date on which the report letter is disclosed on social media. (Zhongxin Jingwei app).
The views in this article are for reference only and do not constitute investment advice. )
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