On The Determination Of Predictive False Statement

The purpose of establishing an information disclosure system in the stock market is to overcome information asymmetry and enable investors to make rational choices with adequate information,so as to optimize the allocation of scarce social resources.With the reform of registration-based IPO system,the importance of information disclosure has become more prominent,and investors’ needs for information are also increasing.For investors,as they invest in the future of a company,predictive information plays a vital role in their decision-making.While the new Securities Law further strengthens hard information disclosure,for the first time,voluntary information disclosure is included in the scope of regulation,aiming to encourage companies to disclose more information that helps investors make decisions.However,there has been some lawbreakers who took advantage of the dominant position of information disclosure volunteers,they did not disclose information in accordance with regulations but used predictive information to make false statements,disrupting the order of the stock market and harming the interests of investors.The identification of traditional misrepresentation is mainly to examine the "authenticity,accuracy,completeness,timeliness,and fairness" of information disclosure in hindsight.However,for predictive information,due to its inherent uncertainty,subjectivity and deviation from perfect accuracy,the previous principles for the identification of hard information false statements are no longer so applicable.The core issue of this paper is how to identify predictive misrepresentations.It should combine the essential characteristics of predictive information,namely uncertainty and voluntary disclosure,and consider whether the discloser is obligated to disclose and whether it is based on good faith and reasonableness from an ex-ante perspective.While determining the identification principles of predictive misrepresentation,it is also necessary to balance the interest between the discloser and the investor and grasp the regulatory standards.On the one hand,predictive misrepresentation,like misrepresentation in the hard information disclosure,is undoubtedly one of the key securities violations;but on the other hand,investors need this predictive information to make investment decisions,and excessively strict supervision will only reduce the company’s willingness to disclose and market effectiveness.The first chapter of this paper is divided into two parts.The first part summarizes the status quo of predictive misrepresentation identification in our country,starting from the introduction of predictive misrepresentation,to the classification and summary of the predictive misrepresentation cases penalized by the China Securities Regulatory Commission in the past five years.After the analysis of the current situation of the predictive misrepresentation identification in the first part,the second part mainly puts forward the main problems in the current identification process,and determines the logically unreasonable or contradictory points,followed by an analysis of the predicament of predictive misrepresentation identification according to the substantive characteristics of predictive information.The second chapter mainly analyzes the subjective elements in the identification of predictive misrepresentation.First of all,it makes a comparative analysis on the imputation principles of false statements between China and the United States.Under different imputation principles,there are obvious differences in the consideration of subjective elements.Through the comparative analysis of rules and principles,the necessity of consideration of subjective elements in the identification of predictive misrepresentation in our country is elaborated.Finally,it discusses how to identify subjective elements in combination with the case of the United States,further clarifying the identification principles of subjective elements.The third chapter mainly reconstructs the "falseness" and "materiality" in the traditional identification of f misrepresentation.First of all,for the objective elements,we will focus on discussing how to see the "falseness" of predictive statements from a prior point of view.The identification of "falseness" of hard information is often based on facts.Once the information disclosed does not match the facts,it can be considered as "false".The authenticity and accuracy of the disclosure requirements are different when applied to the disclosure of predictive information.Predictive information pursues legal truth rather than objective truth,which means that the discloser should make the disclosure on a reasonable basis at the time of disclosure.Secondly,this chapter discusses the issue of whether predictive information should be updated in a timely manner,and whether the failure to update constitutes a false statement.Finally,this chapter discusses the identification of materiality.It introduces the importance of materiality,and then analyzes whether“Traditional Binary Theory” for evaluating “materiality” can continually apply to predictive misrepresentation.The last chapter talks about the construction of exemptions.One of the major difficulties currently for regulators is how to balance the interest between predictive information disclosers and investors.In the administrative "post-placement era",administrative or criminal penalties are no longer a necessary condition for filing false statements.Investors may file a large number of lawsuits against the "inaccuracy" of predictive information disclosure,which will not only cause excessive consumption of judicial resources,but also affect the company’s daily operation.If this is not regulated,no company will voluntarily disclose predictive information.For investors,predictive information plays a vital role in their investment decision-making process.Under this background,it is proposed how to construct exemptions would better serve stakeholders.Based on the analysis of my country’s current exemptions,the standards for qualified exemptions are put forward,and suggestions are made on the scope of application of exemptions.