In the morning of April 15, Shenzhen Jinjia Group Co.Ltd(002191) disclosed that Qiao Luyu, the actual controller and chairman of the company, was filed for investigation and detained. However, according to the contents of the announcement, Hou Xudong, general manager of the company, learned the news of Qiao Luyu’s investigation on April 1, but he didn’t report to the board of directors of the listed company until April 14.
Shenzhen Jinjia Group Co.Ltd(002191) the reason given in the announcement is: “Mr. Hou Xudong, the general manager of the company, considered that Mr. Qiao Luyu did not participate in the specific operation and management of the company, and his personal judgment that the matters on which Mr. Qiao Luyu was filed for investigation had nothing to do with the company and did not affect the normal performance of the chairman’s duties, so he did not report to the board of directors of the company.”
The announcement of the event in early April was delayed for half a month, and investors talked about it one after another. The consistent requirements of laws and regulatory institutions for information disclosure of listed companies are five principles, namely, timeliness, fairness, authenticity, accuracy and completeness. Obviously, Shenzhen Jinjia Group Co.Ltd(002191) violates the principle of timeliness of information disclosure.
In practice, listed companies will face various information disclosure problems. In terms of motivation, it can also be divided into work negligence and intentional behavior. For the latter, the professional managers of listed companies should keep a clear mind and do a good job of information disclosure in accordance with the requirements of law and regulation.
The author believes that listed companies should start from the following aspects to ensure and do a good job in information disclosure. First, listed companies should start from the long-term interests, recognize the importance of the work of the letter phi, and ensure the independence of the letter phi. Second, secretaries and relevant professional managers should proceed from the long-term interests, recognize the situation, and never make compromises that violate the principles. Third, the actual controller should proceed from the long-term interests, abide by the law and discipline, and abandon speculative thinking.
First, listed companies should protect the independence of the letter phi. Information disclosure is not a burden, but a valuable intangible asset. For example, compared with non listed companies, any financial institution will think that the financial statements of listed companies are more reliable and the risk of financial investment to listed companies is lower. This is a “positive externality” brought by information disclosure to listed companies, which should be cherished by listed companies. Therefore, from a long-term perspective, the more transparent information disclosure is, the better it will be for listed companies.
Second, professional managers of listed companies should know that a large part of their responsibilities is to ensure the implementation of the five principles of letter phi. After the implementation of the new securities law, the regulatory authorities and law enforcement agencies have strengthened the punishment of illegal and criminal acts in the field of capital market. In reality, there have also been cases in which directors, secretaries and other professional managers required the approval of the board of directors and the signature of relevant personnel because the actual controller did not inform the information in time, but these professional managers finally resigned in anger. In the era of information flattening, all behaviors will be recorded. Compromise in violation of principles may result in the listed company being gradually abandoned by shareholders and eliminated by the market, and having to find another home. It’s better to go to the next home without taking this legal risk.
Third, the long-term interests of any actual controller who wants to make the company develop steadily are consistent with those of the listed company. It is a simple truth that only when the listed company develops well can the interests of the actual controller be maximized. Therefore, the actual controller of the listed company should also agree that transparency of the letter phi is beneficial to the listed company. In the actual work, the actual controller should reduce the intervention in the letter phi and follow the requirements of laws and regulatory rules.
The author believes that with the improvement of supervision, employee self-discipline and high-quality development of listed companies, the information disclosure of listed companies will be more and more standardized and the quality will be higher and higher, and investors will be more able to clearly judge the investment value of listed companies through information disclosure.
