"Tao" And "Technique" In Information Disclosure

[Shenzhen supervision No.25]

First of all, the company's voluntary disclosure of information has been revised to encourage the investors to disclose the false information in a standardized way.

In order to implement the requirements of the new securities law and continuously strengthen the supervision of information disclosure, the measures for the administration of information disclosure of listed companies (Revised Version) (hereinafter referred to as the "administrative measures") has recently solicited opinions from the public. In addition, the main requirements of disclosure, such as simplicity and convenience of disclosure, are included in the revised rules.

Under the background of the implementation of the new securities law and the reform of registration system, the first revision after 13 years is to redefine the principle of information disclosure and put forward new requirements for information disclosure.

Then, for the market participants, how to understand the logic of the original intention of the amendment, and how to grasp the essence of the amendment? The 21st century economic report reviews recent regulatory practices in order to provide an answer.

Whether the listed companies are diligent and responsible, honest and trustworthy determines the quality of information disclosure. Visual China

The point is to see clearly and understand

The core of information disclosure of listed companies is to let investors see and read clearly. The management measures to be revised stipulates that the information disclosure obligors shall disclose the information in a true, accurate, complete and timely manner, which shall be concise, clear and easy to understand, and shall not have false records, misleading statements or major omissions.

With the continuous emergence of new business state and new mode, some companies' disclosure content is professional and difficult to understand. If the company "talks to itself", it will make investors "confused", and it is difficult to judge the company's future value.

For example, the company disclosed that it intends to cooperate with a blockchain company to use blockchain technology to trace the source of auto repair parts and maintenance records, but the company has not mentioned how to link and integrate the blockchain technology with the automobile maintenance business.

The key information of the company's auto parts chain is described in detail based on the characteristics of the product transmission and delivery point, and the information of the company's product transmission and delivery is described in detail Investors will have a perceptual understanding of how blockchain technology can help to trace the origin of automobile maintenance, and also have more estimates on whether the cooperation items are "spectral".

The "management measures" not only requires the company to "tell the truth", but also to speak the colloquial language that everyone "understands" in a concise and clear way. In order to help investors better realize "value discovery", the information disclosure is complex and redundant, obscure, and his behavior is no longer desirable, while deliberately using "professional terms" to create gimmicks, pull up the stock price, and cooperate with the reduction of holdings will not be feasible.

You have to follow the rules

It is a favorite thing for the market to express and convey more information. According to the administrative measures, information disclosure obligors can voluntarily disclose information related to investors' value judgments and investment decisions. However, at the same time, the administrative measures require that the voluntary disclosure of information should be true, accurate, complete and fair, and the continuity and consistency of the information disclosure should be maintained. It should not conflict with the information disclosed according to law, mislead investors, make selective disclosure, and do not make use of the voluntary information disclosure to engage in market manipulation, insider trading or other illegal activities.

The 21st century economic report reporters have found that answering questions from investors on the "interactive easy" is a common way for companies to release information in addition to interim reports. However, many companies fail to fully show the full picture of the situation when replying, and the information provided is general and even misleading, and there are also some cases of rubbing hot spots and concealing worries and reporting good news.

For example, the purpose of cooperation between Tesla electric and HengDi charging company is related to the business of Hengyi. However, there are still some questions about whether or not Tesla is able to talk about its business.

In response to the request from the Shenzhen Stock Exchange, the company replied that the above cooperation only refers to the installation and layout of Tesla charging facilities in the company's office space, and the company has not formed any formal agreement with Tesla. The company's notification and the company's main response are not expected to be punished.

This revision affirms and encourages the voluntary disclosure of listed companies, and clarifies the relevant requirements of the principle of voluntary disclosure. On the one hand, it promotes listed companies to present the true situation of enterprises for investors, and at the same time standardizes the phenomenon that companies abuse opportunities to "talk nonsense" and "tell lies", so as to improve the "gold content" of information disclosure.

The behavior criterion of "master"

As the "producers" and "implementers" of information disclosure, the "key minority" of listed companies is the real responsibility subject of information disclosure. Whether they are diligent and responsible, whether they are honest and trustworthy determines the quality of information disclosure.

The new securities law, which came into effect in March this year, has strengthened the main responsibility of the "key minority" from the aspects of information disclosure, securities trading and legal liability. However, there are still a small number of actual controllers, directors, supervisors and senior executives who do not fully understand this aspect and have a negative impact on the company image and the capital market.

Taking the disclosure of the annual report in 2019 as an example, the information disclosure work of some companies is not solid, and the disclosure documents are full of errors and omissions. For example, St baling supplemented and corrected more than 10 announcement documents the day after the annual report was disclosed, and even the conclusion on whether there are major defects in the internal control self-evaluation and the profit and loss nature of the expected half year performance also made mistakes. The Shenzhen Stock Exchange issued a supervision letter to the company on the same day, requiring timely rectification.

On the one hand, some directors, supervisors and senior executives agreed to disclose the annual report. On the other hand, they claimed that they could not guarantee the authenticity, accuracy and completeness of the annual report on the grounds that the company provided them with the annual report late, the financial statements could not be issued to express their opinions, and the company's ability to continue as a going concern was questionable.

In addition, some "key minority" deliberately conceal information such as planning major events and changes in shareholding status in order to cover up risks, resulting in important events not being disclosed to the market in time. For example, the controlling shareholders of * ST Huaxun did not disclose all the frozen matters of their shares in time recently, which led to criticism by the Shenzhen Stock Exchange.

In view of the above situation, the management measures to be revised make clear requirements on how to further compact the information disclosure subject responsibility of the "key minority" of the actual controller and the directors and supervisors. The controlling shareholder and the actual controller should timely inform the listed company of the occurrence and progress of the major events they know, and cooperate with the company to fulfill the obligation of information disclosure. The contents of regular reports shall be reviewed by the board of directors If the directors, supervisors and senior executives are unable to guarantee the authenticity, accuracy and completeness of the contents of the periodic reports, or have objections, they shall express their opinions and state the reasons in the written confirmation opinions. Meanwhile, the opinions shall not affect the normal preparation and disclosure of the periodic reports, and shall not evade the guarantee responsibility.

It is worth noting that the draft amendment (11) to the criminal law recently submitted to the Standing Committee of the National People's Congress for deliberation also further increases the penalties for criminal acts such as fraudulent issuance and illegal disclosure, and clarifies the criminal responsibilities of controlling shareholders and actual controllers. Information disclosure is the legal obligation of listed companies and the key to solve the problem of information asymmetry. With the full implementation of registration system, the core role of information disclosure is increasingly prominent. Under the "new code of conduct" and the "code of conduct", such as the "code of conduct" of the "new code of conduct", is to create a "management obligation" for the "public".

The listed companies should master and use the expressions in the new context as soon as possible, and display the "prescribed action" and "optional action" of information disclosure to investors. To let investors see clearly and understand is the best interpretation of the five principles of "authenticity, accuracy, integrity, timeliness and fairness".

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