Interpretation of the case:The listed company "Zhangzidao" disclosed important information in violation of regulations, and the Liaoning procuratorate accurately determined the facts of the crime and severely punished the crime in accordance with the law
Interpretation Expert:Wang Xin, professor and doctoral supervisor of Peking University Law School.
The capital market is known as the "barometer" of the national economy. The stable and healthy development of the capital market has a bearing on the country's economic and financial security. In July 2021, the General Office of the Communist Party of China (CPC) issued the "Opinions on Strictly Cracking Down on Illegal Activities in Accordance with the Law" (hereinafter referred to as the "Opinions"), which clearly pointed out that "cracking down on illegal activities is an important guarantee for maintaining the order of the capital market and effectively playing the function of the capital market hub". This is the first time in the history of the capital market in the name of the Central Office and the State Council Office to jointly issue a high-level special document on cracking down on illegal activities, involving 30 specific measures in 8 aspects, which emphasizes the need to adhere to the requirements of zero tolerance, strictly investigate and deal with illegal and criminal cases in accordance with the law, and increase the investigation and punishment of major cases.
In order to implement the "Opinions" and improve the system and mechanism for punishing and preventing illegal crimes, in September 2021, the Procuratorate Office of the Supreme People's Procuratorate in the China Securities Regulatory Commission was established, which is a pioneering move to improve the coordination mechanism between administrative law enforcement and procuratorial performance of duties in the capital market, and strengthens the joint force of cracking down on illegal crimes. In October 2021, the Supreme People's Procuratorate, the Ministry of Public Security, and the China Securities Regulatory Commission jointly launched a special law enforcement action to strictly crack down on illegal crimes, and concentrated on the investigation and handling of 19 major typical cases, one of which was the "Zhangzidao" case of illegal disclosure of important information.
In the course of handling the case, the Supreme People's Procuratorate instructed the local procuratorate to conduct a penetrating review of the financial data of Zhangzidao Group Co., Ltd. (hereinafter referred to as "Zhangzidao" Company) and found criminal facts such as inflating or decreasing the amount of profits. In 2016, in order to avoid the company being suspended from listing due to losses for three consecutive years, Wu Moumou, the former chairman of the "Zhangzidao" company, instructed the company's personnel to inflate profits in the publicly disclosed "2016 Annual Report" by means of falsely reducing non-operating expensesMore than 300 million yuan. Later, in order to write off the inflated profits in 2016, Wu Moumou instructed the company's personnel to fabricate false news, falsely write off and reduce the value of scallops in the harvested sea areas, and falsely increase the fishing area and operating costs, and falsely reduce the profits in the "2017 Annual Report" 2More than 7.8 billion yuan. On the basis of accurately determining the facts of financial fraud in the amount of "two fictitious" profits, the procuratorate prosecuted Wu Moumou and others for crimes such as disclosing important information in violation of regulations, and obtained a guilty verdict. The handling of the "Zhangzidao" case focuses on the prominent problems of financial fraud of listed companies in the capital market, implements the requirements of the "Opinions" on strictly, quickly and severely investigating and punishing major illegal cases such as fraudulent issuance and false statements in accordance with the law, and strengthens the punishment of major illegal and criminal cases.
From the perspective of social harmfulness, the criminal acts involved in the "Zhangzidao" case undermined the most basic information disclosure system of the ** trading market and seriously harmed the interests of investors. At the level of legal regulation, in order to strengthen the supervision of information disclosure, the ** Law amended in 2019 has a special chapter on "information disclosure" in Chapter 5, requiring issuers and other information disclosure obligors to perform their information disclosure obligations in a timely manner in accordance with the law, and shall be true, accurate and complete when disclosing information, and shall not have false records, misleading statements or major omissions, and greatly increase the amount of administrative fines in terms of legal liability. At the same time, the Amendment (11) to the Criminal Law is revised in conjunction with the new ** Law to increase the punishment of capital market violations and crimes such as illegal disclosure and non-disclosure of important information, not only adding a second level of statutory punishment for this crime, but also increasing the statutory maximum penalty of the first level from three years to five years; In terms of fines, the previous limited fine of between 20,000 and 200,000 yuan was revised to an unlimited fine. At the same time, the controlling shareholders and actual controllers of companies and enterprises are added as criminal entities. At the practical level, the handling of the "Zhangzidao" case has effectively implemented the provisions of the above-mentioned law on severely cracking down on the illegal disclosure of important information.
At present, China has fully implemented the reform of the first-class issuance registration system with information disclosure as the core. Under this new situation, the quality of information disclosure is directly related to the operation effect of the capital market, and has become the basis and guarantee for the reform of the registration system. To this end, we need to take the typical significance of handling the "Zhangzidao" case as the starting point, conscientiously implement the spirit of the 20th National Congress of the Communist Party of China and the spirit of the first financial work conference, implement the "Opinions on Giving Full Play to the Role of Procuratorial Functions and Serving and Ensuring the High-quality Development of Finance in accordance with the Law" formulated by the Supreme People's Procuratorate, severely crack down on financial fraud crimes such as illegal disclosure of important information in accordance with the law, handle every first-class criminal case with high quality and efficiency, and ensure the high-quality development of the capital market in accordance with the law.
*: Procuratorate**, Important News Edition).