According to the annual report of 2019, Du Li and Zhang Wei are the actual controllers of Guosheng financial holding. The two “post-80s” who invested more than 6 billion yuan in “back door listing” operation in that year, made the market look at it with great admiration, believing that it was “mysterious” and “not simple”. < / P > < p > the information disclosure problem this time is just about half a year after the implementation of the new securities law, but there are no more details to disclose whether the time of substantial change of the actual controller is before or after the implementation of the new securities law. It is still uncertain whether the new law or the old law should be applied to the suspected problems before the investigation results come out. In this regard, the lawyers interviewed have different views. Some believe that even if the change took place before the implementation of the new law, but the concealment behavior continues until now, the new law can be applied. According to the new law, a maximum fine of 10 million yuan can be imposed if the information disclosure obligor conceals the actual controller. < p > < p > factor company Guosheng securities conceals the actual controller, and the CSRC has taken over the securities company in July. At present, the company’s operation is normal, and its performance in July rose by more than 90% month on month. On the evening of August 14, Guosheng financial holding disclosed that it was suspected of illegal information disclosure. According to the relevant provisions of the securities law, the China Securities Regulatory Commission (CSRC) decided to make a decision on the controlling shareholders of the company: Zhangjiagang Caizhi Investment Center (limited partnership), Shenzhen Qianhai Caizhi Yuanda Investment Center (limited partnership), Beijing Fenghuang Caixin equity investment center (limited partnership) and Beijing Fenghuang Caizhi Innovation Investment Center (limited partnership) filed for investigation. The controlling shareholders of the company received the relevant “Notice of investigation” on the 14th. < p > < p > Tianyan inspection shows that “Zhangjiagang financial intelligence investment center (limited partnership)” was previously named “Shenzhen Qianhai financial intelligence development and Investment Center (limited partnership)”, and its name was changed on May 29 this year, but the shareholding ratio remained unchanged. According to the annual report, Du Li and Zhang Wei are the actual controllers of Guosheng financial holdings. The actual controller controls the company through trust or other asset management methods. Du Li is the chairman of Guosheng financial holding and Zhang Wei is the vice chairman. < / P > < p > according to previous announcements, Guosheng financial holdings was formerly Huasheng shares. In May 2015, Huasheng announced that the company’s shareholders Hong Kong Huasheng, Yuanmao chemical and Fenghuang Caizhi signed a share transfer agreement, transferring 59.66 million shares at a transaction price of 20.08 yuan per share. This means that Fenghuang Caizhi invested nearly 1.2 billion yuan to take over the bid and became the controlling shareholder of Huasheng shares with 29.83% of the shares. Du Li and Zhang Wei have since become the actual controllers of Huasheng shares. At that time, this wave of operation was interpreted as “snake swallowing elephant” type acquisition by market participants. < p > < p > half a year later, that is, November 2015, asset injection began, and securities companies “listed on the curve”. Huasheng announced to purchase 100% equity of Guosheng securities by issuing shares and paying cash, and issued shares to Qianhai development, Qianhai Yuanda, Fenghuang Caixin, Beijing Xunjie and Beijing xiuxi to raise matching funds. Through Qianhai development, Qianhai Yuanda and Fenghuang Caixin, Du Li and Zhang Wei further expanded their shareholding ratio in listed companies, which increased from 29.83% to 43.95%. The cost of supporting fund-raising in this subscription was as high as 5.1 billion. < / P > < p > this means that from taking Huasheng shares to loading them into Guosheng securities, Du Li and Zhang Wei spent more than 6 billion yuan in this round of capital operation for a whole year (from May 2015 to may 2016). Du Li and Zhang Wei, born in 1980, were considered “not simple” in the industry at that time, and were known as “mysterious capital barons”. According to the interviewees quoted by the Beijing News, Du Li is smart, studious, energetic and keen on finance. He also said that “he only takes a private plane to play cards with Hong Kong’s big men every day, and yachts will be a bunch of beautiful women.” In September 2016, the renamed Guosheng financial controller announced that Du Li was the chairman of Guosheng securities after being elected by the third board of directors of Guosheng securities, a wholly-owned subsidiary of Guosheng securities, and approved by Jiangxi securities regulatory bureau. < / P > < p > the punishment result of this case in the future has attracted the attention of the market. The new securities law was implemented on March 1 this year, greatly raising the cost of violating laws and regulations. In this regard, a lawyer engaged in Securities Litigation in Shanghai told Chinese reporters of securities companies that it depends on when the actual controller changes substantially, and it is impossible to judge the public information at present. For further analysis, there are many situations. In the first category, if the substantial change of the actual controller occurs after March 1, the new securities law shall apply; in the second category, if the actual controller is changed before March 1, but no new disclosure obligation occurs after March 1, the old Securities Law shall apply; in the third category, if the change is implemented before March 1, and new disclosure obligations are generated after March 1, but continue to conceal, then it is deemed to be implemented again In the case of misrepresentation, the new securities law is applicable to the new behavior, and the old securities law is applicable to the old one. < / P > < p > a lawyer in Shenzhen expressed different views to the Chinese reporters of securities companies. He believed that even if the actual controller changed substantially, the new securities law could be applied before March this year, “mainly because the concealment is continuous, that is, the legal obligation of information disclosure has never been fulfilled. In other words, the illegal act has continued from the past to the implementation of the new law, and the new law can be applied. ” According to the lawyer in Shenzhen, from the consequences of concealment, the behavior of controlling shareholders to conceal the actual controller may touch the provisions of article 197 and article 85 of the new securities law, the former is administrative punishment, the latter is civil compensation. The details are as follows: < / P > < p > Article 197: if an information disclosure obligor fails to submit relevant reports or fulfill its obligation of information disclosure in accordance with the provisions of this law, it shall be ordered to make corrections, be given a warning, and shall be fined not less than 500000 yuan but not more than 5000000 yuan; the person in charge directly responsible and other persons directly responsible shall be given a warning and imposed a fine of not less than 200000 yuan but not more than 2 million yuan. If the controlling shareholder or actual controller of the issuer organizes or instructs to engage in the above-mentioned illegal acts, or conceals relevant matters, resulting in the occurrence of the above-mentioned circumstances, a fine of not less than 500000 yuan but not more than 500000 yuan shall be imposed; and a fine of not less than 200000 yuan but not more than 2 million yuan shall be imposed on the directly responsible person in charge and other directly responsible persons. If there are false records, misleading statements or major omissions in the reports or information disclosed by the information disclosure obligors, they shall be ordered to correct, given a warning and imposed a fine of not less than 1 million yuan but not more than 10 million yuan; the person in charge directly responsible and other persons directly responsible shall be given a warning and fined not less than 500000 yuan but not more than 5 million yuan. If the controlling shareholder or actual controller of the issuer organizes or instructs to engage in the above-mentioned illegal acts, or conceals relevant matters, resulting in the occurrence of the above-mentioned circumstances, a fine of not less than 1 million yuan but not more than 10 million yuan shall be imposed; and a fine of not less than 500000 yuan but not more than 5 million yuan shall be imposed on the directly responsible person in charge and other directly responsible persons. < / P > < p > Article 85: if the information disclosure obligors fail to disclose information in accordance with the provisions, or there are false records, misleading statements or major omissions in the announced securities issuance documents, periodic reports, interim reports and other information disclosure materials, thus causing losses to investors in securities trading, the information disclosure obligors shall be liable for compensation The actual controller, directors, supervisors, senior managers and other directly responsible persons, as well as the sponsors, underwriting securities companies and their directly responsible personnel, shall bear joint and several liability with the issuer, except those who can prove that they have no fault. It can be seen that if there is false record in information disclosure, a fine of 1-10 million yuan will be imposed according to the new law. However, according to Article 193 of the old securities law, the fine is 300000-600000. The final punishment results shall be subject to the release of the regulatory authorities. < / P > < p > the reason why this case filing investigation was put in the “Spotlight” is mainly because its securities companies and futures companies were taken over by the CSRC. On July 17, factor companies Guosheng securities and Guosheng futures concealed the actual controller or shareholding ratio, and managed the imbalance. China Securities Regulatory Commission decided to take over the two financial institutions from that date. < p > < p > in late July, the United credit rating company issued a notice on the takeover of Guosheng securities and Guosheng futures, saying that it understands that Guosheng financial holding supports and will fully cooperate with the above takeover arrangement of China Securities Regulatory Commission; it will maintain communication with Guosheng financial holding and continue to pay attention to the changes in Guosheng financial holding’s operating conditions, profitability and solvency. In the announcement on August 14, Guosheng financial holding said that Guosheng securities and Guosheng futures were operating normally. The company will pay close attention to the progress of the investigation of controlling shareholders, do a good job in information disclosure, and maintain the stability of the company’s operation. < p > < p > from the monthly report data of the month of takeover (July), the performance of Guosheng securities was not affected by the takeover event. In July, the operating income of the parent company was 258 million yuan, which was 95% higher than that of 132 million yuan in June; the net profit was 88.7077 million yuan, up 93% month on month.