Research On The Differentiated Information Disclosure Of Listed Company

During the past year, clouded by all kinds of guesses and debates about the reform of "registration system", China securities market seems to experience ups and downs.2 The transformation from approval system to registration system needs to be matched by a series of supporting systems, and the focus or starting point around which these supporting systems should be improved and reformed is the soul of securities market-"Information Disclosure System of Listed Company". From a normative perspective, during its thirty years’ development, China securities market drew lessons from the experience of other countries and regions, including America and Hong Kong, and established multi-level normative systems which are reasonable in structure. But in terms of practical effects, although the the length of disclosure text is increasing, the form of disclosure is diversifying, meanwhile, the homogeneity, formalization and fuzzification of information disclosure tend to be obviously increasing. The information disclosure of many listed companies put more weights on form than on content, or copies mechanically via the "technique of information balance". In the surface, the information disclosed is impeccable in terms of normative form, but in fact, the important information that can reveal the true "character" of a company, or that is helpful to investor’s decision-making, is often fuzzified, even omitted. In view of the above, How to meet the plural information needs of investors? How to encourage listed company to improve the quality of information disclosure from its source? How to use the limited regulatory resources to deal with numerous list companies? These are the realistic plights that need to be solved. Notably, the differentiation of the structure of China capital market has come to be clear, the industrial structure of listed companies has come to be more diverse, and the performance of different listed companies has differentiated to some extent. In that context, can the abovementioned plights be relieved by the exercising of differentiated information disclosure between different listed companies? With this question in mind, the author conducted theoretical study about the differentiated information disclosure system of listed company. This not only includes the analyses of basic theories, the generalization of practices, but also contains the retrospect and combing of the history and status quo of China information disclosure system, the analyses and assimilation of relevant foreign systems. On this basis, this paper answered three problems:1) what is differentiated information disclosure; 2) the manifestation of differentiated information disclosure; 3) the approach to realize differentiated information disclosure.This paper includes five chapters, the contents of each chapter summarized as the following:Chapter Ⅰ Analyze the value orientation of information disclosure system of listed company and the way to achieve it. Securities market is like a big sale-and-purchase market, where what is sold and brought is securities. As a typical virtual capital, the value represented by securities is detached from its physical form, and to examine the quality of securities needs a large quantity of information. Therefore, the embodiment of securities exchange is an exchange of information and capital between buyers and sellers. From this sense, the securities information itself has the quality of commodities. But the identifying of this commodity is complicated and subjective, and the lack of regulatory control over the production and circulation of securities might cause the securities market degrade into "lemon market". Therefore, the information disclosure system of listed company came into existence to regulate the quality of information commodity, and to unify the mechanism of commodity verification and channels of communication. With commercial regulations as its main components, this systematized institution contains the value orientations of fairness and efficiency. This kind of fairness transcends procedural fairness to seek for substantive fairness, i.e., the fair realization of the use value of information commodity among demanders, and the fair realization of the proceeds of information propagation among suppliers. In this sense, substantive fairness and efficiency are mutually unified. The realistic needs of this kind of value transcendence and value unification pay close attention to the diverse interest appeals of the suppliers and demanders of information, and reconcile the conflicts between supplies and demands through the scheme of differentiated information disclosure system.Chapter Ⅱ Analyze the theoretical connotations of differentiated information disclosure system of listed company. Adding the adjective "differentiated" to information disclosure, which is a constant theme in the field of Securities Law, can open up a new perspective for theoretical study. The entry point of this study is the noun "difference". "Difference" is a basic category of philosophical study, the counterpart of this concept is "oneness". In the dialectic relationship between these two concepts, "difference" is the categorical real existence, and "oneness" is the relative abstract existence. The fairness that we see through the lens of "difference" is "differentiated fairness", and its result is efficiency, but realistic existence of "differentiated fairness" is also based on the existence of "oneness" to some extent. Therefore, the author determined the contrast between "difference" and "oneness" from three dimensions, i.e., time, space and content, and defined the concept of "differentiated information disclosure" as:in the same country or region, apply different disclosure regulations and formal requirements to different types of listed companies or to listed companies under different circumstances in the same type, so that listed company can disclose the important information that can reflect it own conditions as much as possible, so as to highlight the pertinence and validity of the disclosed information. It is worth mentioning that the value basis of differentiated information disclosure lies on the focus of the diverse interest appeals of suppliers and demanders, in order to achieve substantive fairness and efficiency. Therefore, the designing of differentiated information disclosure system should also regard "meeting the multiple information needs of investors" and "reducing the costing of information disclosure of listed company" as basic principles, so as to sustain the existence of the system and keep the constraining force of the system implementation.Chapter III Summarize the presentations of differentiated information disclosure system of listed company. Through analyzing the theoretical connotations of the differentiate information disclosure, We see that "differentiated information disclosure" is not to come back to the era of fully voluntary disclosure to demand every company to be in totally "different" forms. More rational choice is to find out the distinguishing dimension between "homogeneity" and "heterogenicity" of listed companies under the current scheme of information disclosure system, and apply different regulatory contents to different types of listed companies or to listed companies under different circumstances in the same type. This kind of differentiation can be based on the differences of market sector, industrial property and risk level between different companies. The reasons are that out of different functional orientation, capital markets in different levels appeal to different-sized listed companies with different growth circle and investors with preference to different risk levels, and that the business model, competition pattern and capital structure between the companies in different industries are substantially different, and that the risk level of operation between the listed companies in same-level market or same industry is also different. These differences determined that the information that can reflect a company’s value and risk focuses on different contents. Hence, to apply different content regulations, supervisory standards and supervisory intensities can urge listed companies to disclose non-financial information other than financial information, predictive information other than historic information, and special information other than general information, so as to improve the validity of information disclosure.Chapter IV Explore the approaches to realize the differentiated information disclosure of listed company. After determining the representations of differentiated information disclosure, is there still the need to study how to realize "differentiation" of information disclosure between different companies? According to the logic of whether disclosure is needed or not, what should be disclosed and how to disclose, the author pointed out four ways to realize differentiation arrangement, including "compulsive disclosure and voluntary disclosure", "comprehensive disclosure and simplified disclosure", "key disclosure and non-key disclosure" and "paper media disclosure and online media disclosure". To begin with, compulsive disclosure has its own intrinsic limits. It not only cannot detect the generation of "soft information", but also cannot contribute to the supply incentive of the suppliers of information. Therefore, we can try to find out softened approaches to comply with or explain disclosures, and use voluntary disclosure as supplement. Second, in order to meet the need preferences of different investors, we should guide listed company to provide two types of disclosure report, i.e., detailed report and simplified one. The way to simplify disclosure report includes condensing annual report, simplifying disclosure text, adjusting disclosure time, using concise language, and etc.. Third, in order to avoid instability in the determination of major standards, which may cause conflicts and loopholes, and considering the need to reveal industrial features and operation risks, the information disclosed should have different emphases. Lastly, the development of online media for disclosure also provides convenient carrier for the realization of differentiated disclosure. It not only can provide for differentiated disclosure methods on the basis of conducting risk assessment to different companies, but also can encourage low-risk companies to do voluntary disclosure by virtue of digitized disclosure system.Chapter V Propose the concrete ways to construct differentiated information disclosure system of listed company. First, based on the internal nature of corporate governance, the legislative structure of differentiated information disclosure should have the nature both of hard law and soft law. Hard law includes providing for abstract principles in respect of differentiated information disclosure in Securities Law, moreover, Securities Regulatory Commission should enact Regulations of Differentiated Information Disclosure and Case Study and Advice of Differentiated Information Disclosure. Second, the effective supervision of differentiated information disclosure needs to establish a supervisory system with vigorous classifications, including the principle of classified regulation, classified assessment index and classified assessment result. Based on this, the regulatory body should exercise vigorous supervision over high-risk and second-high-risk listed companies, exercise routine supervision over normal or excellent listed companies, exercise moderate supervision over listed companies on watch list. Third, the successful implementation of differentiated information disclosure also relies upon the improvement of supporting mechanisms, including establishing Information Disclosure Consulting Committee to promote the regulatory verification of differentiated information disclosure, and encouraging list companies to conduct rating to information disclosure activities.