How To Cut Off The Secret Channel Of A-Share "Xinpi" Before Financial Report Disclosure

"Is China's central immune system divulging information? What's the reason for the sudden drop limit in a few minutes? Is there any possibility of illegal trading?" after trading on April 13, some investors questioned angrily on the interactive platform.

On the same day, China's central immune system's afternoon flash collapse, limit, trading volume significantly increased, after hours dragon and tiger list data showed that the three institutions sold a total of 845 million yuan. In the evening of that day, the first quarter performance express of China's central immune system came late. The company realized a net profit of 2.849 billion yuan in the first quarter of 2021, which was generally lower than the expectations of 3-3.5 billion yuan of institutions. Investors ask.

"In such a sensitive node, such stock price fluctuations, if there is no early disclosure of information, I am skeptical." On April 15, a private equity researcher in South China said in an interview.

The more sensitive the moment, the more undercurrent surging.

At present, it is the disclosure window period of annual report and first quarter report. Any "wind blowing and careless movement" on financial data can cause huge capital inflow. At present, the market is in a period of fluctuation. Relevant institutions pay more attention to the short-term performance of stock price and probe into the undisclosed major information with full motivation.

This reveals the tip of the iceberg of the secret "trust" problem of the current listed companies. At the critical juncture of financial report disclosure, there are frequent stock price reactions of Listed Companies in advance, which is putting small and medium-sized investors under the disadvantage of information asymmetry, and may suffer heavy losses. How was this information leaked? How to cut off the long-standing improper profit chain under the existing laws and regulations? It is attracting wide attention of the whole market.

"Institutional rush" appears frequently

The "abnormal performance" of China's immunity is not an example.

Chongqing Iron and Steel Co., Ltd., which is expected to increase year-on-year in the first quarter of this year, is one example. The company expects to achieve a net profit of about 1.084 billion yuan in the first quarter of 2021, with a year-on-year growth of 25880.66%. However, what is strange is that Chongqing Iron and steel seems to have been known in advance, and the performance forecast was released on the evening of April 8, but the company's share price was the first to rise and limit on April 7, with the total turnover of more than 400 million yuan on that day.

From April 7 to April 9, Chongqing Iron and Steel Co., Ltd. had a cumulative deviation of more than 20% in the closing price increase for three consecutive trading days. According to its dragon and tiger list data released on April 9, a net purchase of an institutional seat in one day was 64.2985 million yuan.

"Stock price changes can not be prized by tens of millions of funds. During the period of performance forecast disclosure, there are obvious changes in stock prices, and it is very likely that performance information will be known in advance." Li Yan (pseudonym), senior secretary of a certain enterprise in the Yangtze River Delta, told reporters of the 21st century economic report.

"There are several kinds of business data disclosure procedures of listed companies. The first one is summarized by the president of the company and submitted to the board of directors for deliberation before being disclosed to the public; the second is that after the relevant information is reported to the senior executives at the president level, there will be a similar internal management seminar. There are more participants in such meetings, and what level (personnel) will participate in the meeting When it comes to the discussion of important data, there is no way to control it, and the definition of insider will be vague, which may lead to the outflow of some sensitive information. " Li Yan further added.

Li Yan also pointed out: "under normal circumstances, if the listed companies do not intentionally disclose the data, the external investors will not get the data, but in the specific communication process, the communication between the two sides will be very careful. This kind of information with obvious stock price changes must have a very hard relationship. After all, it involves such a large amount of capital, so it must be first-hand information. "

Failure of internal control or competition for ranking?

In view of the possible leakage of sensitive information within listed companies, in recent years, the regulatory authorities have constantly revised relevant laws and regulations, implemented big data monitoring, and taken precautions from all levels of legal system and scientific and technological means.

In February this year, China Securities Regulatory Commission issued the regulations on the registration and management system of insiders of listed companies to regulate the registration and reporting of insiders of listed companies, and strengthen the comprehensive prevention and control of insider trading. However, there is still the possibility of "loopholes" in the specific implementation level.

A senior securities practitioner of a shares pointed out to the reporter: "before I learned that there was a company, some insiders obtained some information and carried out transactions at a certain stage. However, because it did not attract market attention, the company also excused him. If the people did not report to the official, it would not be settled."

From the perspective of laws and regulations, the research on reception agencies of listed companies has strict letter requirements. In the process of participating in the research, enterprises require the institutions to sign the letter of commitment. In the process of investigation, the enterprises strictly abide by the letter letter requirements and do not disclose major unpublished information to the institutions.

In addition, according to the relevant provisions of the exchange on information disclosure, in order to ensure the fairness of information disclosure to all shareholders and avoid the disclosure of insider information, companies are generally not encouraged to accept the investigation of relevant institutions within the window period of periodic report disclosure.

Under strict regulations, listed companies and related parties also have countermeasures. The 21st century economic reporter has learned that in some cases, listed companies have established secret channels for information dissemination through small-scale exchanges such as "one-to-one private communication", investor exchange meetings and even internal dinners.

The way information is revealed is also more sophisticated. "We are all very smart. We don't have to say the specific financial data and the amount of profit, but we ask about some shipping indicators, and we have calculated the general performance." An investment bank of a medium-sized securities firm in South China pointed out in an interview.

Such painstaking efforts are driven by complicated interests.

"Institutional investors generally have a large amount of capital and spend money. In the process of communication, they naturally want to know something that can't be studied by usual data, and the owners of listed companies also hope to attract each other to hold their own stocks for a long time. Both sides are willing to do so, but this is unfair for retail investors." The investment bank said.

However, listed companies and institutions are not all open to each other, game and calculation also often exist.

"There are some executives of Listed Companies in order to promote the stock, there will be some exaggerated behavior, which requires institutional investors to distinguish." The investment bankers further added.

It is worth mentioning that in the communication between listed companies and investment institutions, the seller sometimes becomes the bridge of information transmission.

In recent years, the homogenization competition of securities companies' research business has intensified, which has spawned the "hidden rules" to win the favor of buyers through "probing sensitive information", and some buyers regard this as the standard to evaluate the seller's service level.

For example, in the Wangfujing insider trading case which broke out last year, some organizations were suspected to have learned in advance that "there is the possibility of applying for tax-free license in Wangfujing", and issued it to core customers.

Earlier, the regulatory authorities also issued the institutional supervision circular, pointing out that the securities analyst team of a securities company had written four comment articles. Without the company's audit, the research paper was privately distributed to several wechat groups. The relevant regulatory authorities took measures against the securities company and required it to seriously deal with the responsible person.

How to solve the problem of disclosure of sensitive information despite repeated prohibitions?

In the view of market participants, the interest chain formed by listed companies, buyers and sellers for a long time has eroded the interests of many small and medium-sized investors and disrupted the ecology of A-share market.

"Under normal circumstances, there is a window period in which insider information will be restricted from trading before the periodic report includes performance disclosure. If the stock price changes during this period, there may be internal information leakage. " Wang Zhibin, partner of Shanghai Minglun law firm, pointed out in an interview.

However, in the face of this kind of "rush" phenomenon, how to verify and prevent it is difficult.

"There are various ways to spread insider information. From the perspective of criminal and administrative penalty cases disclosed, public security organs generally use technical investigation means to investigate and obtain evidence, but it is difficult for general institutions and individuals to have effective investigation means." Niu HONGPU, a lawyer from the Bank of China law firm in Beijing, told reporters.

The aforementioned investment banks also pointed out: "it is really possible to use big data and other technical means to push back the institutions involved in the transaction through the changed funds, and then investigate whether the trading institutions have the possibility of" rushing "to obtain inside information, such as whether they have participated in the research recently, and whether they have contact with the personnel of listed companies and securities companies, but it is difficult to find evidence."

However, in recent years, with the implementation of the new securities law and the coming out of the supporting criminal law amendments, the punishment for illegal acts such as insider trading and market manipulation in the securities market has been greatly increased, which has added assistance to the post supervision.

Wang Zhibin said: "if there is a trade-off between pre prevention and post punishment, I think pre prevention may not achieve the effect of pre deterrence technically. Because no matter how the rules are made, people who want to arbitrage will always do it. Therefore, heavy punishment after the event is a better orientation. "

But from the source, as the master of inside information, the self-discipline of listed companies is the fundamental to cut off the interest chain.

"A listed company shall strengthen its internal control and management, so that all personnel who have access to inside information can leave traceable and searchable information, and control the scope of personnel who have access to confidential information. At the same time, the judicial organs should strengthen the crackdown, so as to better protect the legitimate rights and interests of ordinary investors. " Niu HONGPU said.

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