Taihe · Listed Company Securities Compliance Column | If a memorandum stating that a seal was not used is disclosed as “already signed,” does this constitute a false record?
Release Date:
2026-09-11
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 companies 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 logic 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 pragmatic language and scenario‑based analysis to clarify compliance requirements, map out risk pathways, and provide actionable guidance, 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 partner for listed companies—providing insights into regulatory trends, helping to address compliance challenges, mitigating compliance risks, and strengthening the foundations for sustainable growth—so that together we can foster the sound and healthy development of the capital market.
Introduction
Information disclosure by listed companies is broadly categorized into statutory disclosure and voluntary disclosure. In addition to statutory disclosure channels such as periodic reports and ad hoc announcements, voluntary disclosure mechanisms—including the Interactive Easy platform, records of investor relations activities, risk‑warning announcements, and official WeChat accounts—have become common avenues for listed companies to communicate with the public.
In practice, some listed companies harbor a misconception, believing that voluntary disclosures do not constitute formal announcements and that their information‑disclosure obligations can be appropriately relaxed. However, both regulatory enforcement and judicial practice demonstrate that once voluntary information is made public, it is subject to the same disclosure‑obligation standards as statutory disclosures. Regardless of the channel through which such information is released, any material discrepancy between the disclosed facts and objective reality may be deemed a false record or a misleading statement.
A certain Chinese company disclosed to the public a memorandum that had not yet been stamped with the official seal as “already signed,” thereby incurring administrative penalties—this constitutes a quintessential example of voluntary misrepresentation. Centering on this case and drawing on comparable regulatory precedents involving Company S, Company S., and Company D., this paper examines the regulatory treatment patterns revealed across multiple instances and clarifies the boundaries of compliance obligations for listed companies.
I. Case of Company Zhong: The combination of Interactive Easy and annual report disclosure led to the determination that the fact of contract signing was false, constituting a false record.
(1) Basic Facts of the Case
On November 15, 2024, a representative from Company X attended the “Qianhai–Bao’an AI to the Future — Artificial Intelligence Application Innovation成果 Launch Event” and the signing ceremony for the Memorandum of Understanding on Corporate Cooperation with Huawei’s Global Embodied Intelligence Industry Innovation Center in Shenzhen.
On February 19, 2025, a certain Chinese company published an investor relations activity record on the Shenzhen Stock Exchange’s Interactive Easy platform, disclosing that it attended the aforementioned signing ceremony and signed a corporate cooperation memorandum. On April 24, 2025, the company reiterated in the Management Discussion and Analysis section of its 2024 annual report that it had already signed the said corporate cooperation memorandum in November 2024.
Following an investigation and verification by the Zhejiang Securities Regulatory Bureau, as of the date of the annual report’s disclosure, the document in question was, in substance, a Letter of Intent for Cooperation; it had not yet been officially stamped, and the memorandum‑signing procedure had not been duly completed. Consequently, the information disclosed by the company to the public was inconsistent with the objective facts.
(II) Penalties and Allocation of Liability
The Zhejiang Securities Regulatory Bureau issued an administrative penalty decision, finding that the aforementioned disclosure by a certain company constituted false record‑keeping and violated relevant provisions of the Securities Law. The company was ordered to make corrections, received a warning, and was fined RMB 1.5 million; the chairman and general manager, the board secretary and deputy general manager, and the deputy general manager were each issued a warning and fined RMB 1 million, RMB 800,000, and RMB 600,000, respectively. The total fines imposed in this case amount to RMB 3.9 million.
The Shenzhen Stock Exchange simultaneously imposed disciplinary sanctions in the form of public censure on the company and the relevant persons held accountable, with such sanctions recorded in the securities and futures market integrity database.
The penalty notice states that the aforementioned responsible individuals were all aware of the objective fact that the memorandum had not yet been finalized, yet they nevertheless disclosed false information to the public. Specifically, the chairman and the general manager bear overall responsibility for business management; the secretary of the board is responsible for managing information disclosure; and the deputy general manager in charge of the relevant business attended the signing ceremony and was fully aware of the true status of the document’s execution.
(3) The case has established two core regulatory rules.
In this case, there are two types of disclosure vehicles: the record of investor relations activities constitutes voluntary disclosure, while the annual report falls under statutory disclosure. The regulatory authority has consolidated the evaluation of false information across both vehicles and uniformly applied the penalty provisions of the Securities Law, thereby clarifying two key regulatory principles.
First, both voluntary and statutory disclosures are subject to the same information‑disclosure obligations. Under Article 84 of the Securities Law, listed companies may voluntarily disclose information relevant to investors’ decision‑making, provided that such information does not conflict with statutory disclosure requirements and does not mislead investors. The Measures for the Administration of Information Disclosure by Listed Companies, revised in 2025, further clarifies that voluntarily disclosed information must be truthful, accurate, complete, and fair, and that the fact that information is disclosed voluntarily cannot serve as a basis for exemption from liability.
Second, false statements are assessed against objective facts. Regulatory authorities focus on verifying the objective legal status corresponding to the disclosed representations, rather than determining whether the underlying collaborative projects are actually progressing. In this case, the company argued that the relevant cooperative ventures had already been implemented; however, this defense was not accepted by the regulator. Disclosure must accurately reflect the objective facts prevailing at the time of disclosure and the status of business implementation; it cannot substitute for the legal status of whether the requisite documents have been duly executed.
II. Review of Similar Regulatory Cases: Typical Scenarios of Misleading Voluntary Disclosures
The case involving a certain company is not an isolated incident. In light of numerous regulatory enforcement cases in recent years, the typical scenarios in which voluntary disclosures are inaccurate primarily include:
(1) The Case of Company S: Conceptual Confusion Leading to Misleading Statements
In September 2023, Su Company responded to investors on the Interactive Easy platform, stating that its lithography equipment has been sold and exported overseas, while also supplying components to domestic chip lithography manufacturers. Following the release of this response, the company’s stock price surged significantly.
The regulatory investigation found that the lithography equipment publicly touted by the company was, in fact, a direct‑write lithography system used for processing micro‑ and nano‑optical materials, rather than a lithography tool employed in chip manufacturing. The company’s response conflated the two categories of equipment and failed to fully disclose the product’s intended applications, thereby misleading investors and constituting a misleading statement. This case also represents a typical instance of illegal information disclosure on interactive platforms investigated and prosecuted by the China Securities Regulatory Commission. The regulator issued a warning to the company and imposed a fine of RMB 1.5 million, while issuing a warning to the board secretary and levying a fine of RMB 1 million.
In comparison with the case involving Company A, both cases occurred in the context of voluntary disclosures on the Interactive Easy platform and involved discrepancies between the disclosed key information and the objective facts. In Company A’s case, the description of the legal factual status was false; in Company S’s case, there was confusion in the definition of product‑related concepts.
(II) The Si Company Case: Misrepresentation of Factual Business Information Triggered Stock Price Volatility
In November 2023, an investor on the Interactive Easy platform inquired about the company’s business collaboration with Douyin Supermarket. The company replied that, at this stage, it is providing operational services on behalf of Douyin Supermarket. Following the release of this response, the stock price surged to its daily upper limit. Only after the market closed did the company issue a supplementary clarification, stating that it was actually only managing one of Douyin Supermarket’s official livestreaming channels; Douyin E‑commerce also subsequently debunked the claim.
The regulatory authority determined that the company’s initial response was inconsistent with the objective facts of its business operations, and that its disclosures were false and inaccurate, constituting misleading statements. Accordingly, the company was issued a warning and fined RMB 1.5 million; the company secretary was also issued a warning and fined RMB 1 million.
Compared with the case involving Company M, in this case the false information appeared solely on the Interactive Easy platform; by contrast, Company M’s false statements were disseminated simultaneously on Interactive Easy and in its annual report, resulting in repeated misleading disclosures across multiple channels, which warranted a more severe penalty. A common feature of both cases is that the entities directly confirmed to the public a business fact that did not exist or made misleading representations, thereby triggering significant price movements in the secondary market.
(3) The Du Mou Company Case: Misrepresentation of Cooperative Relationships
Company Du repeatedly responded to investors on the SSE E-Interaction platform, stating that it is a key partner in Huawei’s Ascend AI ecosystem. It subsequently reiterated this claim in two stock‑trading risk‑warning announcements. In addition, during its earnings call, the company disclosed, without adequate verification, information indicating that its chips had obtained functional safety certification.
Upon review, the regulator determined that the term “key partner” lacks sufficient factual basis, exaggerates the company’s position within the industry chain, and is likely to mislead investors. Additionally, certain portions of the earnings briefing were found to be inadequately verified. The regulator issued warning letters to the company, its chairman, and the board secretary, and the relevant actions have been recorded in the integrity file.
This case and the case involving a certain Chinese company exhibit a high degree of similarity in terms of the disclosure platforms used: false statements appeared simultaneously on an interactive communication platform (voluntary disclosure) and in a risk‑warning announcement (statutory disclosure), further confirming that uniform information‑disclosure standards apply across different disclosure channels. The outcome of this case was administrative regulatory measures, with no administrative penalty imposed, primarily because the conduct involved an exaggeration of the extent of the cooperative relationship; compared with outright fabrication of objective facts, the nature and severity of the violation differ.
III. Regulatory Treatment of Voluntary Disclosure as Evidenced by Multiple Cases
Based on the foregoing four regulatory cases, four key characteristics of voluntary disclosure proceedings can be observed:
First, the severity of the misrepresentation directly influences the intensity of regulatory enforcement. When objective facts are outright fabricated and such conduct is deemed to constitute false records or misleading statements, administrative penalties are typically imposed, often involving substantial fines. By contrast, cases involving exaggerated claims, imprecise information, or relatively minor circumstances generally trigger only administrative measures, such as warning letters. Even in instances of voluntary disclosure, once the threshold for false records or misleading statements is met, the regulatory response aligns with that applied to statutory violations of disclosure requirements.
Second, statements that fabricate objective facts are more likely to be deemed unlawful by regulators. Fabricating claims such as “an agreement has been signed” or “a particular business activity has commenced,” when these assertions are entirely at odds with the actual situation, is readily regarded by regulators as constituting false record‑keeping. As for statements that exaggerate the level of cooperation or industry standing—i.e., qualitative descriptions—the regulator will assess them on a case‑by‑case basis, taking into account the degree of exaggeration and its impact on investors, leaving some room for discretionary judgment in determining appropriate enforcement actions.
Third, interactive platforms such as “Interactive Easy” and “e-Interaction” are frequent hotspots for information-disclosure violations. These platforms feature real-time posting, broad accessibility to all investors, and irreversible publication once posted; however, their internal review processes are often more streamlined than those for formal announcements, making it easier for content to be released without adequate verification.
Fourth, the board secretary is a primary target for accountability in cases of disclosure violations. In all four instances, the board secretaries were held liable, facing administrative penalties and warning letters, among other measures. This underscores the regulatory stance: as the direct person responsible for information disclosure, the board secretary bears managerial responsibility for all disclosed content, including interactive responses and records of investor‑relations activities. Meanwhile, senior executives with oversight over relevant business areas, as well as the chairman and general manager, must also assume personal liability if they were aware of inaccurate information; they cannot invoke the fact that the securities department handled the information as a basis for exemption from responsibility.
IV. Practical Recommendations for Voluntary Compliance Disclosure by Listed Companies
Drawing on the regulatory practices illustrated by the aforementioned cases, listed companies can establish a three-tier compliance review framework to mitigate the risk of inaccurate disclosures when undertaking voluntary disclosure.
First, ensure rigorous verification of factual basis and support all external communications with objective documentation. When disclosing matters such as partnership agreements, orders, or customer relationships, rely exclusively on written documents as the factual foundation. For disclosures regarding “agreements that have been signed,” confirm that all signing procedures—including signatures and official seals—have been fully completed; do not base such disclosures solely on attendance at a signing ceremony or ongoing negotiations. When making qualitative assessments of key partners or core suppliers, substantiate them with contracts, purchase orders, or written confirmations from the other party; do not treat preliminary discussions as evidence of finalized collaborations. In describing product technologies and business parameters, use standardized, professional terminology and avoid abbreviations or colloquial terms that could lead to conceptual confusion.
Second, we will standardize review criteria across all channels to dispel the misconception that “informal channels carry lighter accountability.” All materials—whether they appear in Interactive Easy replies, records of investor‑relations activities, official WeChat posts, or other formats—will be subject to a unified review process by the Securities Department and the Legal Department if their content touches on business collaborations, orders, technology, supply‑chain developments, or other information that could influence investors’ judgments or stock prices. Review standards for all externally disseminated content will remain consistent; we will not relax scrutiny simply because certain channels offer greater flexibility in their presentation. When the same facts must be disclosed across multiple channels, it is imperative that the key factual statements be fully aligned among all platforms, with the objective reality serving as the definitive reference.
Third, ensure that directors, supervisors, and senior management at all levels fulfill their substantive review obligations. Based on the cases examined, regulatory accountability places particular emphasis on whether relevant personnel were aware of false information. Senior executives responsible for specific business lines bear a substantive duty to review the external disclosures pertaining to their respective areas of responsibility and may not simply delegate all disclosure-related tasks to the securities department. The company secretary should establish a comprehensive drafting‑review‑approval workflow for frequently issued external materials, such as replies posted on the Interactive Easy platform and records of investor relations activities, and maintain thorough documentation and archiving throughout the entire process. The chairman and the general manager assume ultimate managerial responsibility for the accuracy of external disclosures concerning significant cooperative arrangements.
Conclusion
The cases involving Company A, Company S, Company S., and Company D. demonstrate that the “informal” nature of voluntary disclosure channels in no way mitigates legal liability. A single response on Interactive Easy, a brief statement in an annual report, or even a single post on a WeChat official account—so long as they misrepresent material facts or objective circumstances—may trigger administrative penalties under Article 197, Paragraph 2 of the Securities Law; moreover, if such misrepresentations result in losses to investors, civil liability for damages may also arise.
For listed companies, the key to compliance lies in ensuring that voluntarily disclosed information is supported by objective documentation. Amid the current flurry of market trends such as “AI+” and the “Huawei Chain,” enterprises may pursue business initiatives aligned with these hot topics; however, the factual basis for any public disclosures must be truthful, accurate, and complete.
(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 specializes in legal services for listed companies, legal advisory work for administrative agencies and state-owned enterprises, and corporate compliance. Major commercial litigation; design of supply-chain finance structures—including financial leasing and factoring—and risk mitigation; fund formation and equity investment; as well as non-litigation and litigation services related to the recovery and commercial resolution of non-performing bank loans and construction‑related receivables.
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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