Thirty-five A-share companies were investigated for violations of the letter, nearly twice as much as the same period last year.

　　A few days ago, the announcement of Massive Data (603138.SH) showed that the controlling shareholders and actual controllers of the company, Chen Zhimin and Zhu Huawei, received the Notice of Filing a Case issued by the China Securities Regulatory Commission, and the CSRC decided to file a case against the controlling shareholders and actual controllers of the company on suspicion of illegal disclosure of information on shareholding changes and restricted trading.

　　In addition to massive data, a number of listed companies, including ST Meisheng (002699.SZ), Airport Co., Ltd. (600463.SH) and ST Xinhai (002089.SZ), have recently been placed on file for investigation due to violations of trust regulations.

　　The First Financial Reporter found by querying the flush data that as of the 17th press release, among the 18 administrative penalty decisions announced by the CSRC this year, 8 involved violations of the letter, accounting for nearly half. Straight flush iFinD statistics show that 44 companies have been investigated by the CSRC this year, and 35 of them have been investigated for alleged information disclosure violations, accounting for nearly 80%.

　　Zhang Te, a lawyer of Beijing Longan Law Firm, told CBN that since the implementation of the new Securities Law, the information disclosure requirements have become more detailed and strict, and the supervision of listed companies by the regulatory authorities has also been significantly strengthened, which is of great significance to promoting the healthy development of the capital market and protecting the interests of investors.

　　The number of illegal cases filed by the letter has surged

　　The reporter learned that as of the 17th, 44 listed companies have been investigated by the CSRC this year, compared with 21 in the same period in 2021. This year, 35 companies were put on file for investigation because of the violation of the letter, which was nearly twice as high as that of the same period last year (12 companies).

　　Li Jian, a lawyer of Zhejiang Yufeng Law Firm, said that the main types of illegal information disclosure of listed companies include failure to disclose regular reports on time, inaccurate or untimely performance forecast, false or seriously misleading information disclosure, failure to disclose major events in time, concealment of related party transactions or huge capital occupation.

　　Judging from the companies filed this year, many companies failed to disclose the 2021 annual report within the prescribed time limit, which caused obvious adverse effects on enterprises. For example, Delisting Global (600146.SH), Delisting Jitang (600090.SH) and Bangxuntui (300312.SZ), these three companies have been investigated by the CSRC due to "dystocia" in their annual reports, and are currently in the delisting period.

　　The performance "changing face" is also one of the types of violations of the letter. For example, Yan ‘an Bikang (002411.SZ) said in its performance forecast in October last year that the company’s net profit returned to its mother in 2021 was 950 million yuan to 1 billion yuan, but after a lapse of half a year, the company revised it to a loss of 780 million yuan to 880 million yuan; ST ZOJE (002021.SZ) had previously predicted that the company would make a profit of 20 million yuan to 30 million yuan in 2021, but in April this year, the company significantly revised its performance forecast, and it is estimated that it would lose 505 million yuan to 530 million yuan last year. Both stocks showed huge losses in advance, which caused regulatory concern.

　　In addition to inaccurate performance forecast, false and misleading statements are also common means of violating the trust. Take *ST Qixin (002781.SZ) as an example. According to relevant media reports, some contracts of the company were called self-operated but actually linked, and there were huge differences between the contract amount and the actual construction amount of some projects. Under a series of operations, *ST Qixin’s financial data was full of doubts. After six applications for extension of reply to the letter of concern, it was investigated by the Securities and Futures Commission for alleged illegal information disclosure.

　　In addition, problems such as capital occupation are also the "hardest hit areas" where the letter is violated. For example, a few days ago, ST Meisheng was investigated by the China Securities Regulatory Commission, and the company was warned of risks because the controlling shareholder illegally occupied funds; Bio-Valley (833266.BJ) has also been repeatedly questioned by regulators for alleged illegal occupation of funds by controlling shareholders, illegal information disclosure, equity pledge and other issues, becoming the first company to be investigated since the opening of the North Stock Exchange.

　　It is worth mentioning that there are many reasons for information disclosure violations of listed companies. Pan Helin, co-director and researcher of Digital Economy and Financial Innovation Research Center of International Joint Business School of Zhejiang University, believes that for listed companies, the violation of trust is mainly to cover up their own business problems, or to try to raise their stock prices by publishing false news. Companies can obtain financing at a higher valuation, mortgage shares at a higher price, or even cash out by maintaining a higher valuation level through the violation of the trust. In addition, some intermediaries also have behaviors such as lax control and loss of professional ethics.

　　In this case, it is very important to strengthen the supervision of the letter. Zhang Te told reporters that with the tightening of supervision, irregular governance or financial fraud, the delisting risk of poor companies and problem companies has increased, and the effect of survival of the fittest in the market has emerged, which is conducive to the self-purification of the capital market.

　　"Strong supervision" of the letter violation continues

　　In recent years, the supervision of information disclosure of listed companies has been continuously strengthened. The data shows that from 2018 to 2020, the number of matters related to the violation of the letter by the regulatory authorities reached 779, 732 and 931 respectively. By 2021, the number of matters related to the violation of the letter exceeded 1,000.

　　According to CBN, "failure to disclose major events in time" is the most common reason for violating the letter cover in recent years. Last year alone, the number of violations involving this item was as high as 700. Among them, Shengtun Mining (600711.SH), Wen’s shares (300498.SZ) and Feilixin (300287.SZ) failed to disclose their holdings in time, and rainbow shares (600707.SH) and Oriental Garden (002310.SZ) failed to disclose related transactions in time, which are typical cases of regulatory concern.

　　In addition, *ST Dewei (300325.SZ), Shede Liquor (600702.SH), Dayou Energy (600403.SH) and other companies received public condemnation and disciplinary punishment for the related party’s capital occupation and inaccurate or untimely disclosure of performance forecast.

　　Although most of the letter violations do not involve fines, these negative information also bring a lot of influence to listed companies. On December 9, 2021, Jiangte Electric (002176.SZ) was put on file by the Securities and Futures Commission for alleged information disclosure violations, and the stock price of Jiangte Electric fell to the limit the next day. Pengxin Resources (600490.SH) was placed on file for investigation on September 26, 2021 due to violation of the letter, and then suffered a daily limit for four consecutive trading days.

　　In 2021, the regulatory authorities issued 77 fines, of which LeTV (300104.SZ), Jiuding Group (430719.NQ), Brilliance Group (01114.HK) and ST Bailong (002776.SZ) were fined more than 10 million yuan. Among them, the CSRC imposed a total fine of 241 million yuan on LeTV and 241 million yuan on Jia Yueting. Together with the fines imposed by other responsible persons, the total amount of fines and confiscations was about 484 million yuan, making it the highest amount of administrative punishment for violating the law and regulations in recent years.

　　It is worth noting that 2021 is the first full year since the implementation of the new Securities Law. In the whole year, three listed companies were fined more than 50 million yuan for allegedly violating laws and regulations, which was much higher than the highest fine record in previous years.

　　Zhang Te believes that since the implementation of the new Securities Law, the information disclosure requirements have become more detailed and strict, and the supervision of listed companies by the regulatory authorities has also been significantly strengthened. The number of cases of illegal disposal of information has increased significantly, which reflects that the market supervision level and supervision efficiency have been effectively improved, and strict supervision has continued to increase. However, it also reflects that there are still many problems in the information disclosure work of listed companies.

　　So, how to improve the quality of information disclosure of listed companies? Compacting the responsibility of information disclosure of relevant subjects is the key. Zhang Te believes that listed companies should put internal control work in place, strictly control process management and information disclosure, and do a good job in credit reporting.

　　Intermediaries should also play a good role as "gatekeepers". Pan Helin pointed out that intermediaries play a guiding and supervising role in the trust work of listed companies. Only by putting forward high standards and strict requirements for intermediaries, verifying the authenticity, accuracy and completeness of the trust, and urging the listed companies to improve their standardized operation level, can the enterprise trust be more standardized, the quality of the trust be higher, and the information asymmetry be less.

　　At the same time, Li Jian analyzed from the market point of view, improving the quality of letter covers also needs a "two-pronged approach". First, the stock exchange and the securities regulatory department strengthen supervision, and "zero tolerance" for violations of laws and regulations, and timely make self-discipline management measures and administrative penalties; Second, investors should learn to protect their rights according to law. If listed companies and other companies suffer from illegal information disclosure, investors can sue for compensation according to law, including investment difference, commission and stamp duty loss. However, in the case that the CSRC has not yet punished it, it is difficult for investors to give evidence, and it is difficult to identify materiality and causality. Investors should be cautious in prosecution, and it is recommended to consult professional lawyers in advance.