Research On Materiality Standard Of Information Disclosure In Registration System

The research and application of the registration system in the American securities market has a long history,and it has this presumption as to what the registration system is: “the SEC has no right to decide whether a certain securities can be publicly issued;it can only require the issuer to make full disclosure of all material facts.” the full disclosure of information required by the registration system does not mean full disclosure of all information in every detail,but full disclosure of“Material” information.Because for issuers,it is too harsh to require them to disclose all information,which excessively increases the costs and obligations of enterprises;for investors,dealing with a large amount of unfiltered information that has nothing to do with their investment decisions will drown them in the ocean of information,which is not helpful for them to accurately grasp the true situation of securities and make rational investment decisions.In order to maintain fairness and justice,protect the rights of investors while not imposing excessive obligations on the subject,countries try to make clear in their information disclosure mechanism what information should be forcibly disclosed.The“Materiality” standard is a dividing line to distinguish whether a certain information should be forcibly disclosed.Only the information has “Materiality”,securities issuers have the obligation to disclose publicly.Under the 20-year approval system of the motherboard in our country,the court does not have a detailed explanation and determination of the standard of“Materiality”,and even the litigation related to “Materiality” is not common,in which the CSRC recognizes and interprets the “Materiality”.Through administrative means to make a decision on the punishment of the subject who violates the rules of information disclosure.At the present stage,the registration information disclosure system based on STAR Market has just been implemented,and there is still a lack of practical identification and judgment of the "Materiality" standard.In addition,there are still certain contradictions in the legislation of the "Materiality" standard among the relevant laws and regulations of STAR Market,and these contradictions are put aside to make certain differences at different stages.That is to say,the "Investment decision Standard" is stipulated in the issuance stage,the “Securities Price sensitivity Standard” and the Investment decision Standard are adopted in the continuous information disclosure stage,and the “Securities Price sensitivity Standard” is adopted in the interim report in the continuous disclosure stage.China and the USA have differences in the standard of “Materiality”,but also have something in common.Taking the “Materiality” standard of China and the USA as the starting point,through micro-analysis and horizontal comparison,this paper combs out the similarities and differences between the two countries in the legislation,concept and judgment standard of “Materiality”,and analyzes their respective advantages and disadvantages.Thus,the author puts forward the author’s point of view: as far as the current development stage of China’s securities market is concerned,the registration department is in the initial implementation stage,and the self-discipline organization and market supervision are not perfect.In order to effectively protect the legitimate rights and interests of investors,the dual mechanism of “Investment decision Standard” and “Securities Price sensitivity Standard”standard should be implemented,and the conclusion of “Materiality” should be judged by drawing lessons from the combination of qualitative analysis and quantitative analysis adopted by the USA,and then expect to put forward some suggestions on the legislative,judicial and market implementation of “Materiality”under the comprehensive promotion of China’s registration system.