Due to the clerical error of the lawyer of the cooperative law firm, Shenzhen H&T Intelligent Control Co.Ltd(002402) “homophonic stem announcement” was concerned, and the “dying shareholders’ meeting” also rushed to the hot search for a time. On May 18, Shenzhen Securities Regulatory Bureau reported the handling results of the law firm involved, took regulatory measures to order the firm to make corrections according to law, and took regulatory measures to issue warning letters to three lawyers.
In fact, in recent years, the frequent occurrence of “Oolong xinphi” events in the capital market has triggered the industry’s thinking about the “gatekeeper” of the capital market.
“Some obvious mistakes will not only mislead investors, but also damage the seriousness of legal documents and weaken investors’ trust in the work quality of relevant institutions.” Yang Zhaoquan, a distinguished member of the legislative Advisory Committee of the Standing Committee of the Beijing Municipal People’s Congress, said in an interview with the Securities Daily that intermediaries should be diligent and conscientious, scrupulously perform their duties, be rigorous and serious, and compact the responsibility of “gatekeeper”.
“Oolong xinphi” is full of tricks
mainly has two types
According to the announcement of the resolution of the first extraordinary general meeting of shareholders in 2022 issued by Shenzhen H&T Intelligent Control Co.Ltd(002402) issued by , Beijing Zhonglun (Shenzhen) law firm hired by him has issued corresponding legal opinions. However, the title of the legal opinion changed the “extraordinary general meeting of shareholders” into “dying general meeting of shareholders”.
On May 18, the official website of Shenzhen Securities Regulatory Bureau released “Shenzhen Securities Regulatory Bureau inspected and dealt with Beijing Zhonglun (Shenzhen) law firm”. According to the problems found in the inspection, Shenzhen Securities Regulatory Bureau took regulatory measures to order the firm to correct according to law on May 18, and issued warning letters to three lawyers.
According to Zhao Zhanzhan, legal adviser of the credit evaluation center of China Internet association, behind the “temporary” change to “dying” is more the lack of management of intermediaries. “In addition to checking relevant compliance issues in accordance with the law, intermediaries also need to pay attention to avoiding low-level errors such as text errors.”
In fact, in recent years, “Oolong xinphi” events have occurred from time to time in the capital market.
Previously, Hubei Feilihua Quartz Glass Co.Ltd(300395) , Kuangda Technology Group Co.Ltd(002516) and other listed companies also had the problem of “mistakes” in the letter phi. The reporter of Securities Daily noted that the letter Phi errors of listed companies mainly include the wrong digital units and names, the wrong filling of performance data, the wrong information disclosure and the wrong date of the board of directors. The main causes of the errors involve the staff of law firms, accounting firms and other institutions and the staff of listed companies. Most of the reasons for the errors are “negligence of handover and deviation of understanding”.
Yang Zhaoquan introduced that the frequent “Oolong letter Phi” can be divided into two types: one is that readers can clearly see that it is a clerical error, such as “cemetery fund”, “dying shareholders’ meeting”, “judgment of the people’s Hospital”, etc; The other is the errors that are difficult for readers to find, such as errors in financial data, confusion of place names and project names. The former will make investors doubt the preciseness of the work of intermediaries, while the latter is easy to mislead investors directly.
“If investors misunderstand or even suffer losses due to ‘clerical error’, but also violate the principles of authenticity of information disclosure, and there are major misleading, omission and other problems, the information disclosure obligor and relevant responsible persons will bear corresponding punishment or compensation liability.” Pan Helin, CO director and researcher of digital economy and financial innovation research center of International United Business School of Zhejiang University, said.
letter Phi multi link error
error correction mechanism still needs to be improved
Behind the frequent occurrence of “Oolong xinphi” events, it reflects the rigor of multiple links in information disclosure of listed companies and the lack of error correction mechanism.
Shenzhen securities regulatory bureau pointed out in the notice that as an important “gatekeeper” of the capital market, law firms and practicing lawyers should be diligent and conscientious, provide professional and prudent legal services, and promote the improvement of the quality of information disclosure of listed companies.
Lawyer’s work runs through the daily information disclosure of the company before and after the listing of the enterprise. Law firms are indispensable in enterprise restructuring, counseling, issuance, listing, letter phi and other links. In addition to law firms, sponsors, accounting firms, audit and evaluation institutions and other capital market intermediaries play the role of “gatekeeper” in the capital market by undertaking project screening, due diligence, information disclosure, audit supervision, continuous supervision, valuation and pricing.
Liu Junhai, director of the Institute of commercial law of Renmin University of China, told the Securities Daily that the frequent occurrence of letter Phi problems shows that listed companies and relevant intermediaries lack the necessary proofreading, monitoring and supervision mechanism, and there are shortcomings in internal quality control. The regulatory measures taken by the securities regulatory bureau are more warning of the lack of craftsmanship spirit of the responsible person. ” Shenzhen H&T Intelligent Control Co.Ltd(002402) Xin Phi Oolong incident has certain representativeness and universality, and intermediaries should take warning.”
“At present, the regulators are strengthening the supervision of intermediary institutions. To eliminate the phenomenon of clerical error disclosure, relevant institutions and personnel need to enhance their sense of responsibility, set up review and proofreading links, and ensure that important documents are safe.” Yang Zhaoquan said.
At the same time, the regulatory authorities punished a number of intermediary violations. According to the “construction of rule of law government by CSRC in 2021” released by CSRC on April 8, administrative supervision measures were taken for 709 times and 211 times for listed companies, related parties and non listed public companies respectively in 2021. Strengthen the supervision of securities fund operating institutions, and take administrative supervision measures for 194 and 378 securities fund operating institutions and private placement institutions respectively throughout the year. Strengthen the supervision of intermediary institutions, carry out special audit supervision of accounting firms with quality management as the core, continue to strengthen the supervision and inspection of law firms and lawyers engaged in securities legal business, and compact the responsibility of “gatekeeper”.
Liu Junhai said that under the registration system, the supervision of the capital market is becoming stricter, and the responsibilities of Securities Audit institutions and law firms are becoming heavier and heavier. We should strengthen the work related to proofreading and audit, and establish and improve the error prevention and correction mechanism. Regulators should be lenient and strict and clarify their responsibilities.
