| Information disclosure system is the basis of everything in the securities market.It is a means for the government to supervise the securities market.It is implemented in the whole process of securities issuance and listing.The significance of this system is to safeguard the economic interests of investors,promote the capital market to adhere to the basic principles of openness,fairness and justice,establish a benign and sustainable securities trading market,and further promote the listed companies to improve the internal control system,strengthen their business management and resource allocation.Different from the of western countries,the system in China is established under the guidance of national policies,not the product of the development of national capital market.Before the Reform and Opening up,the planned economic system was implemented.National plans and administrative policies became the basic way to adjust and guide the national economy.Government departments and the country’s macroeconomic policies have a strong ability to intervene in the securities market.Unlike Western countries,where the Chinese securities market is spontaneously established by securities companies or investors,the government has also played a leading role in the establishment of the securities market.The securities regulatory agencies,securities companies,securities industry associations,self-discipline organizations,especially the early listed companies,were all set up by the government in order to establish the securities market.Based on the above reasons,the information disclosure system has been developing slowly in my country,and a complete and systematic system has not been established,and the relevant normative regulations have not formed a system and are scattered in the rules and regulations of the stock exchange.At the end of 2019,my country reviewed and passed the "Securities Law of the People’s Republic of China"(hereinafter referred to as the "Securities Law").This amendment to the "Securities Law" reflects the development and improvement of the system of my country’s securities market.For example,the formal implementation of the registration system for securities issuance;and for the smooth implementation of the registration system,a special chapter on information disclosure is set up.This is the first time that the information disclosure system is integrated and generalized into the law,making it legal,institutionalized,and standardized.The new content of the information disclosure system is mainly in the following aspects: in terms of the subject,the responsibility of the key responsible person is implemented,the subject of information disclosure is redefined as the "information disclosure obligor",and the scope of the obligor is extended to the actual controller,Controlling shareholders and other specific natural persons or legal persons;in terms of content,the standards for temporary reports of "significant events",the commitments of directors,supervisors,and senior managers to information disclosure and the disclosure of objections to major issues have been improved,and voluntary disclosure is encouraged;In terms of timeliness,companies that are simultaneously listed at home and abroad are required to simultaneously disclose information at home and abroad,and clear requirements are made for supervisors to sign and confirm the issuance documents and periodic reports;in terms of accountability,administrative penalties,huge fines,and civil compensations It has been improved,the responsibilities of key responsible persons and intermediaries have been implemented,the securities representative litigation system and its withdrawal mechanism have been established,and the cost of violations has been greatly increased.In 2020,the China Securities Regulatory Commission(hereinafter referred to as the China Securities Regulatory Commission)announced the "20 Typical Violation Cases of Securities Regulatory Inspection in 2020",whether it is the financial fraud case of Kangmei Pharmaceutical,Kangdexin,Zhangzidao,or Furen Pharmaceutical,Kaidi Eco,and Yaben Chemical ’ s information disclosure violations were all caused by imperfect information disclosure systems in my country’s securities market,inadequate supervision by administrative agencies,and low illegal costs,which made companies or actual controllers dare to Take the risk.Although the new "Securities Law" legislates the information disclosure system,there are still many issues to be resolved in judicial practice.For example,the information disclosure system encourages listed companies to disclose voluntarily,but how to control the scope and content of voluntary disclosures,and social responsibility reports Whether to include the content of voluntary disclosure;for different types of investors,a differentiated information disclosure system may be implemented for them;how to apply "significantness" as the scale of temporary major changes in judicial practice;how to compact it more effectively How to more effectively use the responsibilities of stock exchanges and the power of industry self-regulatory organizations to serve the securities market and investors for the verification responsibilities of intermediary agencies?Through the analysis and research of cases in practice and the information disclosure system of foreign developed countries,the above-mentioned problems can be solved.my country can establish a complete supervision and supervision system by coordinating institutions and organizations such as the China Securities Regulatory Commission,stock exchanges,and securities industry associations,strengthen the supervision of listed companies and intermediaries by self-regulatory organizations,and give full play to the supervisory role of industry organizations in the securities market..Regarding the securities market at different levels of the New Third Board,the Science and Technology Innovation Board,the Chi Next Board,and the Main Board,securities regulatory agencies and exchanges can establish,improve,and refine based on the principled requirements of the relevant information disclosure system in the new "Securities Law" Multi-level information disclosure system for different disclosure entities.The China Securities Regulatory Commission can learn from the relevant content of the US "Influencing Investor Decision Standards" and "Influencing Issuer Securities Market Price Standards" to improve my country’s "significant" interim reporting standards.Intensify punishment for the disclosure of violations of laws and regulations by listed companies and their actual controllers,as well as the review and negligence of intermediary agencies,and strengthen the administrative legal responsibilities,civil compensation liabilities,and criminal liabilities of illegal and untrustworthy entities,and further increase the cost of violations.Regulate and refine the content of voluntary disclosure information and the disclosure of social responsibility reports in the form of legislation,and emphasize the independent status and supervisory role of the company’s audit committee and board of supervisors to improve the quality of information disclosure of listed companies from the aspects of corporate governance and internal control.Effectively play the role of "gatekeeper" of intermediary agencies and urge the diligence of intermediary agencies to achieve the purpose of protecting the rights and interests of investors. |
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