On CDR Prospectus Information Disclosure Of Unicorn

From March 30,2018 to June 15,2018,the CSRC issued 17 draft opinions and supporting policy documents,marking the official start of the CDR pilot work.The “unicorn” return to A-share market by issuing CDR has become a hot topic in 2018.Since issuing CDR does not require dismantling VIE structure and can avoid the legal obstacles of domestic listing,more and more “unicorns” pay attention to it.However,in the background that the CSRC,the Shanghai Stock Exchange,banks and other institutions have created a “green channel”to welcome the return of “unicorn”,only one of the six unicorns that meet the conditions of CDR issuance issued the prospectus of CDR and stopped there,which was MI.The 84 feedback comments of the CSRC are three to four times as many as 20 to 30 of the general IPO companies,which pushes the normative issue of MI's information disclosure to the forefront.This paper adopts the method of case analysis and selects the representative MI as the research object for the first time.It makes a detailed analysis of the problems existing in the information disclosure of the prospectus issued by CDR,explores the causes,and proposes effective countermeasures applicable to the whole industry.In terms of the content arrangement of this paper.Firstly,analyze the background,operation process and development status of the CDR policy,and summarize the characteristics of the information disclosure of the CDR prospectus according to the characteristics of the“unicorn” enterprise and the relevant policy documents for issuing CDRs.specifically,it focuses on the risks of VIE and share structure,the difference of off-site listing and the predictive information disclosure of enterprise development.Secondly,through the MI prospectus,CSRC's feedback and other documents found that the prospectus of MI has the phenomena of concealing risk information of supply chain enterprises,suspected of gloating the predictive information disclosed,incomplete disclosure of VIE structure and dual-class share structure,and a large number of misleading statements suspected of “concept boast”.Further analysis shows that the positive policy driving the dual-track listing of “H+CDR”,the defects in internal control,the poor understandability of the newly added CDR information disclosure system and the lax supervision have led to the disclosure of false information by MI.Through the case study,this paper concludes that there are some problems in information disclosure of CDR prospectus in China.Therefore,this paper puts forward several suggestions that can be considered in the process of implementing CDR: First,grasp the speed of promoting CDR policy from a macro perspective;Second,from the perspective of enterprises themselves,it suggests that “unicorn” enterprises strengthen internal control,avoid being dominated by interests and reduce the signal transmission impediment caused by internal control defects;Third,from the perspective of law,improve the legislative system and refine the CDR information disclosure system;Fourth,from the perspective of supervision,we should strengthen supervision to crack down on the phenomenon of“concept boast” in Chinese securities market,punish those who violate the rules of information disclosure severely and publicly,and adopt a “moderately tight” regulatory attitude to screen CDR enterprises.In addition,pay attention to investor risk prevention education,improve the risk identification ability in the investment process.The main innovations of this paper are as follows: Firstly,This paper uses case analysis for the first time to study the CDR problem of “unicorn”.Secondly,This article supplements the literature on the topic of depositary receipt information disclosure.Thirdly,paper first studies the information disclosure in the CDR prospectus.It not only makes up for the blanks in the CDR case study,but also provides important reference for the smooth progress of the CDR pilot work.