Since the beginning of this year, the regulatory authorities have continued to maintain a high pressure on securities violations, and letter Phi violations have become the focus of crackdown.
On the evening of February 16, Guangdong Mingzhu Group Co.Ltd(600382) and other three listed companies announced that the company or directors were filed for investigation by the CSRC. From the reasons for filing the case, two companies are suspected of violating the law, and the spouse of the other actual controller is suspected of short-term trading.
After combing, the reporter of Securities Daily found that as of February 17, a total of 13 “key minorities” such as listed companies or actual controllers have been filed for investigation by the CSRC since this year (subject to the announcement date). Among them, 8 cases were suspected of violating the law, accounting for 62%; The remaining cases are suspected of insider trading, short-term trading and other securities violations.
Industry experts said that information disclosure is the core of the registration system. Strengthening the crackdown on xinphi’s illegal acts reflects the regulatory attitude of “strict management and heavy punishment” of the regulatory authorities.
letter Phi violation is still the focus of supervision
Phi is suspected of violating the law in 8 of the above listed companies.
Behind the illegal acts of xinphi, there are often problems such as financial fraud and capital occupation, which has always been the focus of the regulatory authorities. According to the official website of the CSRC, 84 new cases of information disclosure were filed in 2020, including 33 cases of financial fraud. Financial fraud is intertwined with illegal acts such as fund occupation and illegal guarantee. In 2022, the “No. 1 ticket” issued by the CSRC pointed to problems such as financial fraud of Kim Jong Il, which was a case filing investigation based on the violation of Kim Jong Il’s letter phi.
“Since the implementation of the new securities law, the causes of administrative penalties for information disclosure have mainly focused on financial fraud, external guarantee, related party transactions, capital occupation, major litigation situations, major creditor’s rights and debts, failure to disclose periodic reports on schedule, etc., involving all links and stages of listed companies.” Lawyer Luo Han, partner of Zhide law firm, told the reporter of Securities Daily.
“In terms of violation of the law, the professional reports issued by some intermediaries may also be distorted or falsified under the influence of listed companies.” Tian Lihui, President of the Financial Development Research Institute of Nankai University, told the reporter of Securities Daily, for example, the phenomenon of “performance change” in the IPO due diligence report of law firms, the “capital magic” in the financial report and audit report of accounting firms The credit rating report of “rating inflation” and the asset evaluation report of “asset injection” issued by the credit rating agency.
regulatory thinking has changed
“The increase of administrative punishment cases of information disclosure reflects the change of supervision ideas under the registration system.” Luo Han said that different from the approval system, the regulatory authorities under the registration system have changed the original regulatory idea of “prior substantive review” to “prior formal review + strengthened regulatory requirements”. In this context, the regulatory thinking of information disclosure has also changed accordingly.
“The fundamental to the development of the capital market is openness, fairness and justice. The reform of the registration system is an important focus of deepening the reform of the capital market, and information disclosure is the core of the registration system. Cracking down on the illegal acts of information phi and realizing the disclosure of information according to law and regulations is to seize the bull nose of the development of the securities market.” Tian Lihui said.
“The repeated occurrence of xinphi’s violation is mainly due to the following reasons: first, it is sometimes difficult to define whether xinphi is accurate or not, and there is an objective blind spot, which leads some companies to use xinphi to play a ‘marginal ball’; second, the punishment for xinphi’s violation is relatively light, some listed companies have relatively weak legal awareness and lack of awe of the law.” GUI Haoming, chief market analyst of securities, told the reporter of Securities Daily.
Luo Han believes that it is difficult to identify some illegal acts of information disclosure. Among the reasons for administrative punishment of information disclosure, the illegal acts involved in financial fraud, external guarantee, related party transactions and fund occupation are often hidden, and there are some difficulties in identifying the nature of the illegal acts.
“key minority” should fulfill obligations
With the deepening of the reform of the registration system, the concept of information disclosure as the core is becoming more and more prominent. The regulatory authorities not only strengthened the crackdown on the illegal acts of xinphi, but also further improved the relevant rules and systems to prevent the occurrence of illegal acts from the source.
At the end of January this year, the guidance on improving the quality of prospectus information disclosure under the registration system issued by the CSRC proposed to strengthen the accountability, strictly crack down on fraud in information disclosure according to law, and firmly hold the bottom line of truthfulness, accuracy and integrity of information disclosure.
GUI Haoming suggested that the regulatory authorities can regularly hold training activities on information phi, especially when the rules of information Phi change, and strengthen communication and exchange with listed companies. At the same time, listed companies and “key minorities” should also strengthen the study and understanding of the letter Phi rules, timely fulfill the letter Phi obligations and safeguard the interests of investors.
Tian Lihui also believes that “only when the insiders of listed companies comply with the law and ensure that the information phi is accurate, timely, complete and easy to understand, can the market really play the function of optimizing resource allocation and realize the purpose of common development of capital market and listed companies.”
