The Shanghai first intermediate people's court

Civil judgment

(2009) the three Shanghai (business) at the beginning of the word no. twenty-third

Plaintiff: Zhong Hongchun, male, the Han nationality, in 1964 August 1, five one road, Furong district, Changsha City, Hunan province address 6.

Agent Ou Da Ge, Guangdong Hui law firm lawyers.

Agent Peng Jian, Beijing City Gang Huachen law firm lawyers.

The letter states securities Limited by Share Ltd, Hongling Road Shenzhen City, Guangdong Province, the domicile of No. 1012.

Legal representative for example, chairman of the company. To reject the claim of the plaintiff Zhong Hongchun.

Attorney: Hu Zhongxiao, employee of this company.

The Haitong Securities Limited by Share Ltd Shenzhen Road Securities Sales Department, two, the third floor of Guangdong Province where Shenzhen city Futian District road Ruida yuan stone.

For Shen Zhijing, general manager of the sales department.

Attorney: Wang Xinle, Lu Lin, is the Department of Guangdong deep Tiancheng lawyer.

The Haitong Securities Limited by Share Ltd, Huaihai Zhong Road, No. 98 Shanghai city domicile.

Legal representative: Wang Kaiguo, chairman of the company.

Attorney: Liu Heping, employee of this company.

The GF Securities Limited by Share Ltd, Guangzhou City Guangdong Province where Tianhe District Tianhe North Road, No. 183 Metro Plaza 43 floor.

Legal representative: Wang Zhiwei, chairman of the company.

Attorney: Gong Tieqiu, Wang Xu, all the employees in the company.

The defendant China Securities Depository and Clearing Corporation Limited, Xicheng District Financial Street residence of Beijing city 27.

Legal representative: Jin Ying, chairman of the company.

Attorney: Chen Wuxiong, lawyer of Shanghai city construction.

Agent Zhang Yunhui, China Securities Depository and Clearing Corporation Limited Shanghai branch staff.

China Southern Air Holding Co, the Baiyun Airport in Guangzhou City, Guangdong Province domicile.

Legal representative: Si Xianmin, general manager of the company.

Attorney: Lv Hui, lawyer of Guangdong was tiancheng.

Attorney: Shi Zhaomin, employee of this company.

The Shanghai stock exchange, where Shanghai Pudong South 528.

Legal representative: Zhang Yujun, general manager of.

Attorney: Lin Jianhua, Liu Sufang, are both Shanghai Allbright law firm lawyers.

The plaintiff Zhong Hong Chun defendant Guoxin Securities Limited by Share Ltd (hereinafter referred to as the "securities"), Haitong Securities Limited by Share Ltd Shenzhen Road Securities Sales Department (hereinafter referred to as "Haitong Securities Business Department of Shenzhen"), Haitong Securities Limited by Share Ltd (hereinafter referred to as "Haitong Securities"), GF Securities Limited by Share Ltd (hereinafter referred to as "GF Securities"), China Securities Depository and Clearing Corporation Limited (hereinafter referred to as "the company"), China Southern Air Holding Co (hereinafter referred to as the "Southern Group"), the Shanghai Stock Exchange (hereinafter referred to as the "exchange") disputes of property damage compensation case, Luohu District people's Court of Shenzhen City Guangdong Province accepted reason. In 2009 February, Luohu District people's Court of Shenzhen City Guangdong Province to transfer the case to the hospital treatment. The court, a collegial panel, in May 26, 2009 to conduct a public trial. The plaintiff attorney agent Ou Daji, Zhong Hongchun and Peng Jian, the defendant Guoxin Securities entrusted agent Hu Zhongxiao, the Haitong Securities Business Department of Shenzhen attorney Lu Lin, the Haitong Securities entrusted agent Liu Heping, accused the Guangfa Securities entrusted agent Gong Tieqiu, accused the company entrusted agent Chen Wuxiong, Zhang Yunhui, the China Southern group entrusted agent Lv Hui, accused the SSE entrusted agent Lin Jianhua Liu Sufang, to take part in the proceedings. Now the trial has been closed.

The plaintiff Zhong Hongchun claimed: June 22, 2007, the plaintiff and the defendant, Haitong Securities Business Department of Shenzhen signed the "securities transaction commissioning agreement", and open a securities account for securities transactions. June 27, 2007, the defendant Guoxin Securities, Haitong Securities, GF Securities jointly issued "on the creation of China Southern put warrants notice", and create a massive China Southern put warrants exchange traded on the defendant. The defendant Haitong Securities Business Department of Shenzhen recommended, the plaintiff in July 24, 2007 by the Ministry of business sale China Southern put warrants, resulting in a loss of 41601.69 yuan (the same below currency). After the plaintiff, defendant Guoxin Securities, GF Securities, such as the creation of China Southern put warrants have no legal provisions, the trading varieties of illegal securities without the issuer, no sponsors, no issue price of the derivative products. The defendant Guoxin Securities, GF Securities, and the creation of the agent behavior belongs to the civil legal act invalid. The defendant Shenzhen Sales Department also has fault, constitute the common violations of the plaintiff and defendant. The plaintiff asked the seven case the defendant bear joint responsibility for compensation for the losses. Based on the above facts and reasons, the plaintiff Zhong Hongchun to the court, requesting an order: first, the seven defendants to joint compensation the plaintiff for illegal creation of China Southern put warrants 37680.50 yuan and transaction fees 3921.19 yuan funds led to loss the plaintiff; the two, the seven defendants jointly bear the fees for accepting the case.

The defendant Guoxin Securities that: Guoxin Securities created China Southern put warrants department according to the relevant business rules and the exchange approved, but also timely information release; Guoxin Securities with the creation of the subject qualification. The damage is caused by the transaction behavior itself, Guoxin Securities does not assume liability to pay compensation. I request the dismissed plaintiffs request.

The Haitong Securities, Haitong Securities Business Department of Shenzhen that together: the plaintiff and Haitong Securities, Haitong Securities between the Shenzhen Business Department of principal-agent relationship between the securities, Haitong Securities Business Department of Shenzhen faithfully carried out the orders of the plaintiff, the plaintiff sold China Southern put warrants, there is no fault, and no infringement of the plaintiff the sale of warrants; the loss of its own operating errors and more risky investment caused by, has nothing to do with the Haitong Securities Business Department of Shenzhen, the trading results should be proud. I request the dismissed plaintiffs request.

The defendant argued that the Guangfa Securities: securities as China Southern Group issue put warrants of the sponsors, fulfill the statutory obligations of sponsors; at the same time, GF Securities created China Southern put warrants is also in line with the relevant legal provisions. Accordingly, GF Securities, there is no fault, no tort, the trading loss has nothing to do with the GF securities. I request the dismissed plaintiffs request.

The defendant company argued that: the board of the company performing its statutory functions, according to China Southern put warrants establishment registration, there is no fault; no direct legal relationship in the company and the plaintiff, the plaintiff trading losses and the board of the company to perform no direct causal relationship between functions. I request the dismissed plaintiffs request.

The defendant argued that: China Southern Group, China Southern Airlines Group, according to the company's share issue of China Southern put warrants, completed all the audit procedures and information disclosure procedures, legally valid. The creation of China Southern put warrants belong to the trade balance mechanism is binding on the investor's presupposition, China Southern Airlines Group also carried out corresponding risk special tips. Accordingly, China Southern Group, there is no fault, and no infringement, trading losses and China Southern Group of the independent. I request the dismissed plaintiffs request.

The defendant argued that the institutional arrangement of exchange: the issuance and listing of warrants to the split share structure reform background, after the State Council and the Chinese CSRC confirmation; creation is the combination of balance mechanism of the development of warrants market transaction,"Interim Measures of Shanghai stock exchange trading system"(hereinafter referred to as "warrant management measures") set aside institutional space for creation mechanism; to formulate rules and behavior warrants Trading Company hereby audit related securities created China Southern put warrants the application, to perform their statutory duties, universally binding self-discipline supervision behavior, rather than specific behavior for the plaintiff and the implementation, the exchange behavior is based on the statutory duties and the exercise of the good faith, there is no fault, so the loss of the plaintiff shall not bear any liability; no direct causal relationship to create behavior trading losses claimed by the plaintiff and China Southern put warrants, the plaintiff's litigation does not conform to the law, and should be rejected according to law.

The plaintiff to support his claim, submit the following evidence to the court:

1, the securities and exchange commission agency agreement, the stock account card, securities company customer trading settlement funds bank the three party depository agreement, to prove that the plaintiff investment main body and the plaintiff and the defendant, Haitong Securities, Haitong Securities Business Department of Shenzhen securities trading agency relationship;

2, the account summary on the bill, the plaintiff to prove the sale of China Southern put warrants trading loss;

3, the defendant Guoxin Securities issued on the creation of China Southern put warrants notice, to prove that the defendant's tort fact securities; 4, China South Uni Airways Corporation share the instruction reform, announcement, legal opinions, that China Southern put warrants creation is illegal.

The evidence submitted by the plaintiff, seven defendants were released the following examination opinions:

The defendant Guoxin Securities after examination, to form the authenticity of evidence submitted by the plaintiff had no objection, but could not confirm that the accused Guoxin Securities has fault or tort.

The Haitong Securities, Haitong Securities Business Department of Shenzhen common testimony that the plaintiff submitted, the securities and exchange commission agency agreement is not complete, the defendant, Haitong Securities, Haitong Securities Business Department in Shenzhen to be added to the form; authenticity other evidence submitted by the plaintiff had no objection, but could not confirm that the accused Haitong Securities, Haitong Securities in Shenzhen the business department has fault or tort.

The evidence that the Guangfa Securities, to form the authenticity of evidence submitted by the plaintiff had no objection, but could not confirm that the accused the Guangfa Securities has fault or tort. That the defendant company after examination, the plaintiff submitted to the securities and exchange commission agency agreement is not complete, should make the Haitong Securities, Haitong Securities Business Department of Shenzhen submitted shall prevail; for the authenticity of the evidence submitted by the plaintiff and other forms of have no objection, but can not be confirmed by the board of the company has fault or tort against.

The China Southern Airlines Group after examination that the evidence submitted by the plaintiff, the plaintiff submitted 4 confirmation, other evidence and China Southern Airlines Group, its authenticity by the court.

The exchange of evidence that, for the authenticity of the evidence submitted by the plaintiff the form of have no objection, but could not confirm that the accused the SSE has fault or tort.

The evidence provided by the plaintiff, the court considered that, in the form of truth shall be adopted; at the same time, also has the relevance and the facts of the dispute, can be used as evidence in this case adoption. As to whether it can prove that the plaintiff all claim, the Institute will be combined with the facts of the case are identified.

To refute the claim of the plaintiff, the defendant Guoxin Securities submitted evidence as follows:

1, the exchange issued the "management measures" warrant, legal proof that the creation of warrants;

2, the SSE issued the "on securities companies to create a warrant WISCO notice related matters", "about the securities companies to create a southern warrant notice related matters", that create warrants qualifications, conditions and procedures;

3, China Securities Industry Association released "engaged in innovation activities of securities companies review Bulletin (No. second)", to prove that the defendant Guoxin Securities conforms to warrant the creation of subject qualification;

4, Guoxin Securities issued "on the creation of China Southern put warrants notice", to prove that the defendant Guoxin Securities has fulfilled the obligation of information disclosure of the warrants.

The evidence submitted by the defendant Guoxin Securities, the plaintiff issued examination opinions are as follows: have no objection to the authenticity of the form of Guoxin Securities to submit evidence, but such evidence is the lack of legitimacy. The Haitong Securities, Haitong Securities, GF Securities Sales Department in Shenzhen, the board of the company, China Southern Group, hand in the form of the authenticity of evidence submitted by the securities have no objection.

To refute the claim of the plaintiff, defendant, Haitong Securities, Haitong Securities Business Department in Shenzhen to jointly submit evidence as follows:

1, "the securities and exchange commission agency agreement","The warrant risk disclosure statement" proves that the plaintiff and the defendant, Haitong Securities, Haitong Securities Shenzhen Sales Department of securities trading agency relationship, the plaintiff to confirm and assumption of warrants transaction risk;

2, the account summary on the bill, to prove that the plaintiff in the warrant trading experience and personal preference of investment;

3, risk warning, risk warning letter, caveat emptor commitment letter, to prove that the defendant Haitong Securities, Haitong Securities Business Department of Shenzhen for the plaintiff has conducted risk education, the plaintiff shall know the meaning of caveat emptor;

4, the exchange issued the "management measures" warrant,"The membership certificate", to prove that the defendant Haitong Securities, Haitong Securities Business Department of Shenzhen have the right to represent clients in the transaction warrants, are eligible for creating warrants;

5, the transaction warrants summary table, to prove that the plaintiff of warrants transaction records;

6, the China Southern Airlines Group released "about China South Uni Airways Corporation RMB ordinary shares of the put warrants listing announcement", the China Southern Airlines Group released "about China Southern put warrants exercise first prompt notice","About China Southern put warrants not exercised bulletin", China Southern put warrants trend chart, the plaintiff to prove that the sale of various risks China Southern put warrants, trading losses caused by the frequent trading department.

For the above evidence the defendant Haitong Securities, Haitong Securities Business Department in Shenzhen to submit the examination opinions, published as follows: form the authenticity of the evidence had no objection, but the evidence is the lack of legitimacy and relevance, also cannot prove the defendant to Haitong Securities, Haitong Securities Business Department of Shenzhen. The defendant Guoxin Securities, GF Securities, the board of the company, China Southern Airlines Group, the SSE of the Haitong Securities, Haitong Securities Business Department in Shenzhen to submit evidence form true have no objection.

To refute the claim of the plaintiff, the defendant GF Securities submitted evidence is as follows: "about China South Uni Airways Corporation share reform", "sponsor opinion about Chinese South Uni Airways Corporation equity division reform of supplementary sponsor opinion", to prove that the defendant shall perform the obligation of GF Securities sponsor.

The plaintiff, defendant, Haitong Securities, Haitong Securities Shenzhen Sales Department, Guosen Securities, GF Securities, China Southern Airlines Group, the SSE of the defendant company to submit evidence in the form of authenticity have no objection.

To refute the claim of the plaintiff, the defendant company to submit evidence are as follows: 1, "the board of the company charter", "Chinese CSRC on the board of the company business scope and the articles of association approved", "the board of the company securities registration rules" and Chinese SFC approval, to prove that the defendant company shall perform their duties according to law; 2, "and to revoke the designation account specified register", "investors registered securities holdings change record", show all records of the plaintiff warrants transaction in the Haitong Securities Sales Department in Shenzhen.

The plaintiff, defendant, Haitong Securities, Haitong Securities Shenzhen Sales Department, Guosen Securities, GF Securities, China Southern Airlines Group, the SSE of the defendant company to submit evidence form true have no objection.

To refute the claim of the plaintiff, the defendant to submit evidence of China Southern Airlines Group are as follows: 1, "Chinese South Uni Airways Corporation equity division reform A stock market related shareholder meeting resolution announcement", "the SASAC of the State Council on Chinese South Uni Airways Corporation equity division reform issues related to reply", "the exchange of China South Uni Airways Corporation equity division reform scheme", "replied China South Uni Airways Corporation share reform specification", "the exchange of approval for China Southern Group warrants listing notice", "on the China South Uni Airways Corporation RMB ordinary shares of the put warrants listing announcement", to prove that the defendant China Southern Group, listed the put warrants are issued in accordance with the law, finished all the examination and approval procedures.

The plaintiff, defendant, Haitong Securities, Haitong Securities Shenzhen Sales Department, Guosen Securities, GF Securities, China Southern Airlines Group, the SSE of the defendant company to submit evidence in the form of authenticity have no objection.

To refute the claim of the plaintiff, the defendant to submit evidence as follows:

1, "management measures" warrant,"Approved" measures for the administration of Chinese CSRC consent warrant, to prove that the defendant to the warrant trading rules formulated in accordance with the law and with the approval of the securities regulatory agency;

2, "on the securities companies to create a warrant WISCO notice related matters","Notice" on the securities companies to create a related matters of Southern warrant, prove the system design and the relevant provisions of the establishment of warrant market;

3, "on the China South Uni Airways Corporation RMB ordinary shares of the put warrants listing announcement","Chinese South Uni Airways Corporation 2006-009 China Southern Airlines", prove that the statutory procedures and information put warrants issuance, listing and the creation of disclosure;

4, China Securities Industry Association released "engaged in innovation activities of securities companies review Bulletin (No. second)", the defendant Guoxin Securities five times to create China Southern put warrants notice, application form, warrant the creation of a performance guarantee capital delivery account balance, creating warrants that business orders, to prove that the defendant Guoxin securities with warrants the creation of the qualification, and according to the trading rules and fulfilled all the requirements of the program warrant the creation, exchange and trading rules according to fulfil all the duties of the audit;

Statistics of all warrants transaction records and profit and loss account 5, the plaintiff, the plaintiff to prove to have rich experience on warrants transaction risk, also knowing that the warrant trading, the trading losses by the trading behavior of its own due to improper;

6, "Hongkong securities and Futures Ordinance" excerpt, proving that the defendant to perform self regulatory role, the corresponding civil liability should be absolute immunity.

The evidence submitted by the defendant to the plaintiff quality certificate, issued the following views: form the authenticity of evidence have no objection, but the evidence is the lack of legitimacy and relevance, also cannot prove the defendant to prove to the.

The defendant Guoxin Securities, Haitong Securities, Haitong Securities, GF Securities Sales Department in Shenzhen, China Southern Airlines Group Company, the authenticity of the form to submit evidence of no objection.

The evidence for the seven defendants were provided, in view of the evidence in the form of authenticity is no objection, only to the legitimacy of evidence, relevance and proof of rebuttal; the Institute for seven defendants to provide evidence as evidence in this case is adopted, seven defendants can prove their claims, this court will be combined with other evidence in the case to be decided.

According to the original, the defendant to provide evidence, combined with the original, the defendant's testimony in court opinions and related statements, the court finds that the case facts are as follows:

In April 23, 2007, China South Uni Airways Corporation released the "share reform specification", suggesting that the defendant China Southern Group to pay the put warrants as the share reform program execution cost to the organization, the sponsor for the GF securities. In May 14th the same year, the SASAC of the State Council approved the China South Uni Airways Corporation's share reform program. In May 31st the same year, the defendant agreed to pay Chinese South Uni Airways Corporation to implement the share reform program. In June 7th the same year, the exchange approved the China Southern Group delivery of China Southern put warrants listed transactions. In June 14th the same year, the China Southern Airlines Group released "about Chinese South Uni Airways Corporation RMB ordinary shares of the put warrants listing announcement", said the notice, the issuer China Southern Group distributed free of charge against the put warrants 1400000000 copies, put warrants trading code "580989", the transaction warrants referred to as:The "Southern JTPl", the warrant duration is from June 21, 2007 to June 20, 2008, the warrant exercise on June 20, 2008, listed in time for the June 21, 2008, the exercise price of 7.43 yuan, the ratio is 2:1, clearing the way for the cash settlement risk factors; Sixth tips: after warrant listing, if other institutions to issue A shares for securities subject covered warrants, or other institutions created in accordance with the relevant rules of the exchange, may have an impact on the price of warrants.

In 2004 December, the China Securities Industry Association accreditation, the GF Securities, Guoxin Securities, securities companies engaged in innovative pilot qualifications related activities. In November 21, 2005, the SSE issued "on the securities companies to create a warrant WISCO notice related matters", according to the notice, the Securities Industry Association has China innovation pilot securities companies (hereinafter referred to as the "creator") in accordance with the provisions of this notice creating warrants, warrants creation creation and WISCO subscription or put warrants the same, and the use of the same transaction code and the code; the creation of the put warrants, the creation of man should be divided in China Securities Depository and Clearing Corporation Limited (hereinafter referred to as the "Shanghai company Shanghai branch") provided warrant the creation of special accounts and the performance guarantee fund special account, and deposit the full amount of performance security fund special account cash, for performance guarantee the exercise. The creation of the account shall be reported to the record; the creation of man to the SSE for creating warrants, shall be issued by the company Shanghai branch to provide the performance guarantee the exercise has provided proof, audited by the SSE agrees, inform the board of the company Shanghai branch in the warrant the creation of special account to generate the next day trading warrant. Warrant the creation of, creating people to exchange for cancellation of warrants, the creation of people daily for creating or cancellation of the Warrants shall not exceed one time, quantity of creating or cancellation shall not be less than 1000000. This notice shall come into force as of November 28, 2005. In June 18, 2007, the SSE issued "on the securities companies to create a southern warrant notice related matters", the notice said: qualified securities companies can be compared with the published "on securities companies creating related matters notice" the creation of Wugang warrant with China Southern put warrants, the warrants creation can be started trading in June 26, 2007, the creation of specific matters of warrant exercise according to the exchange and the board of the company related rules and regulations.

In June 26, 2007, June 29th, July 24th, August 2nd, August 28th, the defendant Guoxin Securities five times to the exchange for the creation of China Southern put warrants and was approved, but the defendant Guoxin Securities to the company Shanghai branch for the warrants creation performance guarantee fund settlement. In June 27, 2007, July 2nd, July 25th, August 3rd, August 29th, the defendant Guoxin Securities issued five "on the creation of China Southern put warrants notice", from the announcement date and listing, together create a China Southern put the right to ~6.64 million copies. On the other, the GF Securities, Haitong Securities also participates in the creation of China Southern put warrants.

China Southern put warrants listing and create after the announcement, the plaintiff through its designated trading in the securities account the Haitong Securities Sales Department in Shenzhen in July 24, 2007 to buy China Southern put warrants 756300, closing price of 1.549 yuan / share. On the same day, the plaintiff sold China Southern put warrants 7s6300, transactions fold to 1.500 yuan / share, loss of 37058.70 yuan, 3921.19 yuan fee.

Find out the other, the Haitong Securities Business Department of Shenzhen, the board of the company and to provide the securities account records show, the plaintiff at Haitong Securities Shenzhen business department to open an account (June 22, 2007 December) to 2008 period, many times the sale of various types of warrants, to cover the SSE listing of all warrants.

The opinion of this court, the case the plaintiff by the securities company illegally creating warrants, warrants trading as well as illegal agents exchange, securities registration and clearing institution of audit, registration on the grounds of infringement warrants filed compensation disputes, the main controversial problems in two aspects: one is the original tell whether you point to the warrant issuer, sponsors, securities companies, stock exchanges, securities registration and clearing institution has the fault or the fact of infringement; two is the investment of the loss and the defendant China Southern Group of warrants issue, the behavior of GF Securities sponsor for the defendant, Guoxin Securities, GF Securities, Haitong Securities and warrant the creation of behavior and the defendant company establishment registration act, the defendant submit supervision audit behavior of whether there is a causal relationship between the law, trading loss is the seven defendants should joint compensation the plaintiff loss. The following are evaluation.

One, about whether the seven defendants to the plaintiff has fault or whether the fact of infringement.

The China Southern Airlines Group, China Southern put warrants issued, the issuing of put warrant belongs to China South Uni Airways Corporation share reform program of the consideration arrangement, approved by the State Council the SASAC, should be legally valid. At the same time, the Southern Group also fully the mechanism and risk warrants. The recommendation agency accused the Guangfa Securities as Chinese South Uni Airways Corporation share reform program, in accordance with the law issued by the sponsor's opinion, is also in line with the people's Republic of China revised "Securities Law"(hereinafter referred to as the "Securities Law" provisions of article eleventh).

The warrant products of securities and derivative products, according to the provisions of article third paragraph second of the securities law, the securities derivatives issuing, transaction management approach, by the State Council in accordance with the provisions of the securities law of the principle of. Based on these Provisions, the warrant issuance and transactions can be adjusted in the scope of securities law. The nature and status of securities on the stock exchange, securities registration and clearing institution makes clear, according to the provisions in the first paragraph of article 102nd of securities law, stock exchange is to provide venues and facilities for the centralized trading of securities, organize and supervise the implementation of securities trading, corporate self-discipline management; the provisions of article 118th, the stock exchange in accordance with the securities law, administrative regulations making the listing rules, trading rules, member management rules and other relevant rules, and report to the securities regulatory authority under the State Council for approval; the 155th regulation, securities registration and clearing institution is to provide centralized registration, custody and settlement services for securities trading, a non-profit legal person. In view of the trading rules of ordinary investors should follow the exchange set, to enter the market by members of the exchange, securities registration and clearing institution shall perform the custody, registration, clearing and settlement functions, there is no direct contractual relationship between the investor and trading exchanges, securities registration and clearing institutions, investors for the losses, investors do not bear contractual obligations to the securities registration and clearing institutions exchange. Issuance and trading of warrants,At present, there has not yet been promulgated specific laws and administrative regulations, only the exchange according to the securities law and authorize CSRC formulation of business rules management approach to the issuance of warrants, warrants trading business specification. But in this case relates to warrant the creation of problem, also only twenty-ninth of management as the authorization rules, namely for listed warrants, the exchange may allow qualified institutional establishment with warrants. The warrant the creation of rules is by the exchange according to the regulations of management measures in a specific warrants listing announcement shall be determined. Therefore, warrant the creation of system behavior, stock exchange according to the approval of the securities regulatory authority under the State Council business rules to fulfill self regulatory behavior. In this case the plaintiff defendant SSE had no right to formulate warrants trading rules, illegal audit securities companies create warrants and the defendant company to warrant the creation of illegal registration, the apparent lack of corresponding legal basis, the court shall not be accepted.

 The GF Securities, Guoxin Securities, Haitong Securities as qualified conditions of the securities companies, in strict accordance with the defendant to the warrant management as well as the relevant notice, to warrant the creation of all application, performance guarantee, auditing and disclosure procedures, Right Certificate creation behavior itself does not have any fault, this Institute of confirmation.

The Haitong Securities, Haitong Securities Business Department of Shenzhen actually as plaintiff securities trading agent brokerage, securities law agent plaintiffs trading exchange transactions in the variety, the execution of orders the plaintiff, the agency is not exist fault. At the same time, given the high risk warrants transaction, the Haitong Securities, Haitong Securities Business Department of Shenzhen also to the plaintiff to appropriate tips and education risk.

The causation between the act of two, about the trading losses and seven defendants.

This house believes that, the southern group of the Department Chinese South Uni Airways Corporation state-owned controlling shareholders, according to the approved by the SASAC of the State Council approved the share reform program, execution price arrangements for free distribution of China Southern put warrants, and fully perform the obligation of information disclosure of the issuer. The GF Securities in accordance with the operational rules and industrial norms, for the formulation and implementation of Chinese South Uni Airways Corporation of split share structure reform, strictly fulfill the honest and trustworthy, diligent and responsible sponsor obligations. China Southern put warrants listing, conducted by other agencies in accordance with the terms of the warrant the creation of behavior, and the issuer, the per capita have no direct association.

The GF Securities, Guoxin Securities, Haitong Securities as qualified conditions of the securities companies, in strict accordance with the defendant to the warrant trading rules and the relevant notice, a defendant to deliver proposed warrant the creation of applications, and its performance guarantee and information disclosure obligations. The exchange system in accordance with the provisions of article twenty-ninth of the management, audit qualified securities companies creating China Southern put warrants, the audit act in accordance with the specific requirements of business rules, the securities law to fulfill their self regulatory functions behavior, legitimacy. According to the provisions relating to warrant management issues, with warrants, creation of special account opened qualification and provide performance guarantee funds of securities companies, can create warrants, and sold on the market, increase of supply; in the warrant price return of value, can the buyback and cancellation of the warrants, release the performance guarantee product. In the case that the whole process from China Southern put warrants creation, the defendant Guoxin Securities, Haitong Securities, GF Securities, the defendant submit audit

The defendant, registration board of the company were each perform their statutory obligations, its behavior was no impropriety. The plaintiff argues that the defendant illegal to create China Southern put warrants, no factual and legal basis for, the hospital not to accept.

The plaintiff also think, the seven defendants to create warrants behavior is the direct cause of the trading loss. In this regard, we think, the creation of warrant system is a system of financial innovation in China, are the general requirements of the split share structure reform based on, combined with operation characteristics of stock warrants, reference to similar practices in mature markets, supply and demand balance mechanism in a market generated. In view of this system is still in the stage of exploration, therefore, in the creation, creation, creation program varieties such as the number of no rules, in the specific implementation to create one can freely according to the specific issue of decision scheme, exchange only for eligibility and the listing procedures for examination. In this case, the plaintiff Zhong Hongchun in July 24, 2007 for China Southern put warrants trading, have knowingly create prompt notice and warrants creation has been implemented the fact and listed based on their own preferences, still to this variety and judge trading, resulting to the behavioral risk obviously with the seven defendants are not necessarily the, a direct causal relationship, the plaintiff asked seven defendants joint compensation of the transaction price losses, there is no legal basis, the hospital to the plaintiff's claim shall not be supported.

In summary, the plaintiff Zhong Hongchun for the seven defendants to bring an action in tort, no factual and legal basis, the court shall not support, the plaintiff should bear the warrants transaction risk loss. Accordingly, the Institute in accordance with the "provisions of the second paragraph of civil law of the people's Republic" of 106th, decides as follows:

To reject the claim of the plaintiff Zhong Hongchun.

In the case of RMB 841 yuan of case acceptance fee shall be borne by the plaintiff, Zhong Hongchun (paid).

Any party who refuses to accept the decision, within fifteen days from the parties concerned in the receipt of the decision, submit the written appeal to the court, and the copy number according to the other party, appealed to the Shanghai Higher People's court.

 

 

 

 

 

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