Taihe · Listed Company Securities Compliance Column | Could Responses Provided Through Informal Channels Constitute a Violation of Information Disclosure Requirements?
Release Date:
2026-08-28
The high-quality development of the capital market hinges on the compliance foundation of listed companies. As the registration-based system is fully implemented and regulatory frameworks are iteratively refined, securities compliance has become a central pillar for the stable operation of listed firms. Accurately aligning with regulatory guidance and fortifying compliance safeguards are critical enablers for enterprises to navigate market cycles.
To this end, we have established this dedicated column, focusing on the core areas of securities compliance for listed companies: summarizing the key points of new regulatory rules, deconstructing the rationale behind typical enforcement actions, dissecting the essence of court rulings, and thoroughly examining the practical challenges of compliance. Adopting a legal‑professional perspective, we employ clear, pragmatic language and scenario‑based analysis to interpret compliance requirements, map out risk pathways, and provide actionable guidance, thereby helping companies strengthen their internal control systems, mitigate compliance risks, and enhance the effectiveness of their compliance management.
When compliance thrives, enterprises thrive; when compliance is stable, development is stable. We hope this column will serve as a trusted professional partner for listed companies—helping them discern regulatory trends, address compliance challenges, mitigate compliance risks, and strengthen the foundations of sustainable growth—so that together we can foster the sound and healthy development of the capital market.
Within the daily information disclosure management framework of listed companies, investor‑engagement platforms such as Shenzhen Stock Exchange’s “Interactive Easy” and Shanghai Stock Exchange’s “E‑Interaction” are often regarded by certain market participants as auxiliary channels for investor‑relations communication. Some personnel responsible for information disclosure at listed companies harbor a cognitive bias, equating platform Q&A with routine customer‑service interactions and failing to incorporate such exchanges into formal information‑disclosure management, thereby compromising the rigor of their communications. However, regulatory practice clearly establishes that these investor‑engagement platforms constitute public venues for disseminating information to an indefinite pool of investors; all public statements made on these platforms are deemed extensions of the listed company’s information‑disclosure activities and are subject to the Securities Law of the People’s Republic of China, the Measures for the Administration of Information Disclosure by Listed Companies, and the stock exchange’s listing rules. The case involving Aikang Technology (stock code: 002610; hereinafter referred to as “ST Aikang,” now delisted) vividly illustrates the legal consequences that may arise from inappropriate statements made on investor‑engagement platforms.
I. Case Overview
On April 15, 2024, an investor posted a question on the Shenzhen Stock Exchange’s Interactive Easy platform to Aikang Technology: “Does the company face ST‑risk?” Zou Chenghui, then Chairman of Aikang Technology and acting Secretary of the Board, replied: “In accordance with the relevant provisions of the Shenzhen Stock Exchange’s Rules for Listing Stocks, the company currently does not face ST‑risk.”
According to publicly disclosed financial and audit information, as of the date of the aforementioned response, Aikang Technology’s net profits attributable to shareholders of the listed company had been negative for three consecutive years—approximately RMB –406 million in 2021, RMB –834 million in 2022, and RMB –826 million in 2023—and its net profits after deducting non-recurring gains and losses were also negative during the same period. Furthermore, the company’s 2023 financial statements received an audit report with a qualified opinion, accompanied by a paragraph highlighting “material uncertainties related to going concern”; additionally, the 2023 internal control audit report issued an adverse opinion. Under the then‑applicable Rules for Stock Listing of the Shenzhen Stock Exchange, the issuance of an adverse opinion on a listed company’s internal controls constituted a statutory condition triggering the imposition of other risk alerts.
On June 4, 2024, the Zhejiang Securities Regulatory Bureau issued the “Decision on Imposing a Warning Letter Measure on Zhejiang Aikang New Energy Technology Co., Ltd. and Relevant Personnel” (No. 〔2024〕115), finding that Aikang Technology’s response on the Interactive Easy platform stating “there is no risk of being subject to special treatment” failed to adequately disclose to investors the company’s production and operational risks as well as its internal control risks. The relevant content was inaccurate and incomplete, thereby violating Article 3 of the Measures for the Administration of Information Disclosure by Listed Companies, which sets forth the fundamental requirements of truthfulness, accuracy, and completeness in information disclosure. Chairman Zou Chenghui (acting as Board Secretary) and Director and Senior Vice President Tian Ye, as the principal persons responsible, were subject to the regulatory measure of receiving a warning letter and had their names recorded in the Securities and Futures Market Integrity File; they were also required to submit a written rectification report within ten working days. On the same day, the Shenzhen Stock Exchange issued a letter of concern to Aikang Technology, noting that the aforementioned conduct allegedly violated relevant provisions of the Rules for Listing Stocks and initiated disciplinary proceedings against the company and the parties concerned.
Subsequent regulatory investigations further revealed that, between 2019 and 2023, Aikang Technology also engaged in multiple violations of information disclosure requirements, including failing to disclose cumulative non‑operating fund occupation by related parties totaling RMB 663 million, failing to disclose a peak balance of related‑party guarantees amounting to RMB 906 million, and understating borrowing costs to inflate profits. In its 2024 response on the Interactive Easy platform, the company also made statements—such as “existing orders representing approximately RMB 5 billion in sales”—that were inconsistent with the objective facts. Ultimately, the Zhejiang Securities Regulatory Bureau issued an administrative penalty decision: imposing a fine of RMB 12 million on Aikang Technology; levying a fine of RMB 16 million on the actual controller and chairman, Zou Chenghui; and banning him from the securities market for life.
In the secondary market, since May 6, 2024, Aikang Technology’s shares have been subject to an “Other Risk Alert,” with the stock abbreviation changed to “ST Aikang,” after which the share price hit the daily limit down for several consecutive trading days. Due to closing prices remaining below RMB 1 for twenty consecutive trading days, the company’s shares triggered the mandatory delisting criteria based on trading volume and were delisted from the Shenzhen Stock Exchange in August 2024.
II. Legal Analysis
(1) The Legal Nature of Statements Made on Investor Interaction Platforms
Article 78, Paragraph 2 of the Securities Law of the People’s Republic of China stipulates that information disclosed by information-disclosure obligors shall be true, accurate, and complete, concise and clear, and easily understandable, and shall not contain any false records, misleading statements, or material omissions. Article 3 of the Measures for the Administration of Information Disclosure by Listed Companies likewise provides for the same requirement.
As a statutory channel for public communication between listed companies and investors, the investor‑interaction platform of a stock exchange, by virtue of its open‑to‑the‑general‑public nature, renders any public statements made by a listed company on that platform an integral part of its information‑disclosure obligations. Listed companies and their relevant responsible persons bear statutory liability for the truthfulness, accuracy, and completeness of such platform‑based disclosures. In its warning letter in this case, the Zhejiang Securities Regulatory Bureau relied precisely on the aforementioned provisions to conclude that Aikang Technology’s inappropriate responses constituted violations.
(II) The unlawfulness of the improper statements in this case
Improper information disclosure on investor‑interaction platforms generally falls into two categories: first, passive distortion, which involves making definitive, absolute statements about matters that are subject to significant uncertainty; and second, active misrepresentation, which entails issuing definitive statements that contradict the facts while being aware of relevant material adverse circumstances.
In this case, despite the issuance of the 2023 annual financial report and the internal control audit report, and notwithstanding the clear fulfillment of the relevant conditions triggering ST designation, Aikang Technology nevertheless made an absolute negative assertion that “there is no risk of being designated as an ST stock,” which constitutes intentional misrepresentation. This conduct not only failed to comply with its statutory obligation to disclose risks but also, by employing definitive language, misled investors into forming the opposite conclusion. As such, it amounts to “inaccurate or incomplete” disclosure prohibited under the Measures for the Administration of Information Disclosure by Listed Companies, and simultaneously satisfies the elements of both “misleading statements” and “material omissions” in the context of false statements.
(3) Determination of Liability for Persons Acting in the Capacity of Board Secretary
Article 51 of the Measures for the Administration of Information Disclosure by Listed Companies stipulates that the secretary of the board of directors is responsible for organizing and coordinating the company’s information disclosure activities, compiling information that the listed company is required to disclose and reporting it to the board of directors, and continuously monitoring media coverage of the company while proactively verifying the accuracy of such reports.
Under the aforementioned provisions, the board secretary is the direct person responsible for information disclosure matters at a listed company. During any period when the chairman assumes the duties of the board secretary, he or she shall bear the same compliance‑related responsibilities for information disclosure as the board secretary. In this case, Zou Chenghui, acting as chairman in lieu of the board secretary, directly issued the improper response at issue and was therefore identified as the principal person held accountable.
III. Recommendations for Compliance Management of Listed Companies’ Investor Engagement Platforms
In light of the regulatory criteria and practices applicable to this case, it is recommended that listed companies strengthen their compliance management processes by focusing on the following three areas:
(1) Establish a mechanism for reviewing and filtering sensitive expressions.
With respect to absolute or predictive statements involving risk assessments, performance forecasts, material matters, and the like, a prohibition list should be established, and such language should, in principle, be avoided. Examples of such statements include, but are not limited to: “no ST‑related risks,” “no risk of delisting,” “no material undisclosed matters,” “performance is expected to grow substantially,” and “operating at full capacity with full sales.” If it is nevertheless necessary to address related issues, neutral and cautiously worded language should be employed, such as: “As of the date of this response, the company has not received any notice from the stock exchange imposing a risk alert on the company’s shares,” or “For relevant matters, please refer to the company’s official announcements published in the designated information disclosure media.”
With respect to statements involving commercial information such as customers, suppliers, and material contracts, it is imperative to rigorously verify the status of contract execution, the progress of transactions, and applicable statutory disclosure requirements. Ambiguous or suggestive language that seeks to capitalize on market trends must be strictly avoided.
(II) Standardize the response process and implement end-to-end traceability management.
Listed companies shall incorporate responses posted on investor‑interaction platforms into their formal information‑disclosure management procedures and establish a standardized internal approval mechanism. Non‑template‑based replies must follow a review‑and‑approval workflow consisting of: “drafting by a designated officer—review by the securities affairs representative or legal counsel—approval by the board secretary (or the person acting in that capacity).” During the review stage, particular attention shall be paid to verifying whether the content of the response contains false statements, misleading representations, or material omissions, and whether the obligation to disclose risks has been fully fulfilled.
At the same time, a comprehensive record‑keeping system should be established, ensuring that the internal office system retains original screenshots of issues, draft responses, revision comments at each stage, approval records, and supporting documentation underlying the response (such as periodic reports, audit reports, meeting minutes, regulatory documents, etc.). These documented records constitute crucial evidence demonstrating that the relevant responsible personnel have fulfilled their duty of due diligence.
(3) Make appropriate use of regulatory exemptions and handle uncertain matters with due caution.
In accordance with the relevant regulations governing investor‑interaction platforms on stock exchanges, listed companies are under no legal obligation to respond to every question posed by investors. With respect to inquiries involving undisclosed material information, matters characterized by significant uncertainty, or information that cannot be verified, listed companies may adopt standard boilerplate language in their responses, such as: “Thank you for your interest in the company. For matters related to the company, please refer to the announcements published by the company in the designated information‑disclosure media.” Such statements do not make any factual assertions and therefore carry no legal risk of being deemed misleading.
IV. Conclusion
The Aikang Technology case demonstrates that the information disclosure obligations of listed companies apply to all public communications directed at investors, leaving no room for exemption on the basis of “informal channels.” Improper statements made on investor‑interaction platforms may not only trigger regulatory sanctions but also serve as a key basis for investors to file civil claims for damages arising from false or misleading disclosures. Listed companies must abandon the mistaken notion that platform Q&A does not constitute information disclosure and integrate compliance management of investor‑interaction platforms into their overall information‑disclosure compliance framework. They should strictly adhere to the fundamental principles of truthful, accurate, complete, timely, and fair disclosure, thereby effectively safeguarding the legitimate rights and interests of investors.
(This article reflects the author’s personal views and is intended solely for informational purposes; it does not constitute legal advice or an interpretation of the law by Taihe Law Firm. This disclaimer is hereby made.)
Attorney Shi Qiao, Our practice areas include legal services for listed companies, legal advisory work for administrative agencies and state-owned enterprises, corporate compliance, complex commercial litigation, the design of supply-chain finance structures and risk mitigation in leasing, factoring, and other related fields, fund formation and equity investment, as well as non‑litigation and litigation services involving the recovery of distressed debts and the commercial disposal of bank and construction‑related non‑performing claims.
This article is published by Jiangsu Taihe Law Firm. The author is Jiangsu Taihe Law Firm, and the copyright belongs to the author. Please cite the original source when reprinting; violations will be prosecuted.
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