| It has been more than one year since China’s new Securities Law officially confirmed the voluntary information disclosure system from the legal perspective.As a supplement to mandatory information disclosure,voluntary information disclosure initiatively discloses information other than that specified by law,effectively adapts to the trend of diversification of decision-making information and provides personalized and targeted information,and it plays an important role in investors’ comprehensive understanding of listed companies.Although the China Securities Regulatory Commission(CSRC)and the Stock Exchanges have revised a large number of regulations,normative documents and rules,made detailed connection to the law,and issued relevant guidelines for voluntary disclosure on the sci-tech innovation board,listed companies still feel that there are difficulties in voluntarily disclosing and there is a relatively insufficient willingness to voluntary disclosure at all stages from the initial public offering of securities to continuous trading in the secondary market.These phenomena reflect the problems existing in the practice of voluntary information disclosure system,behind which is the reason of system design.This paper attempts to find out the problems and provide suggestions for improvement by studying the legislation in China’s voluntary information disclosure system.This paper consists of the following four chapters:The first chapter is an overview and theoretical basis of voluntary information disclosure.Firstly,it introduces the concept and constituent elements of voluntary information disclosure.In addition to mandatory disclosure according to law,voluntary information disclosure takes the initiative to disclose,motivated by the market incentive and for the purpose related to investors.According to the expression of Securities Law,the subject of voluntary information disclosure is the disclosure obligor,the object is the information related to value judgment and investment decision other than that is required to be disclosed according to law.The style is voluntary disclosure,which shall comply with the general provisions on information disclosure.Secondly,it introduces the theoretical basis of voluntary information disclosure.Respectively efficient markets theory,signaling theory and principal-agent theory theoretically interpret the foundation of voluntary information disclosure from facilitating transaction,value evaluation and corporate governance.The commonality of these theories is to solve information asymmetry problem,which presents the basic ideas of law,such as efficiency,equality and justice.The second chapter is the historical development and current norms of voluntary information disclosure system.Firstly,it collates the historical development process of China’s voluntary information disclosure system and makes an international comparison with Britain and the United States,which have experienced the process of voluntary disclosure,compulsory disclosure and a combination of both,while China has experienced the process of compulsory disclosure and a combination of voluntary and compulsory disclosure.Secondly,it introduces the legal norms of China’s voluntary information disclosure system,including disclosure principles,disclosure contents,administrative and civil liabilities.Voluntary information disclosure shall comply with the general principles of information disclosure.According to the disclosure period,the disclosure contents are divided into the contents disclosed in the initial public offering and listing and the contents disclosed in the continuous trading after listing.The later can be divided into regular disclosure and temporary disclosure.In terms of administrative liability and civil liability,there is no distinction between voluntary and mandatory information disclosure.The third chapter is the problems and analysis in the practice of voluntary information disclosure system.Firstly,it summarizes the main problems in the practice of voluntary information disclosure system,including the lack of space for voluntary disclosure of prospectus in the initial disclosure stage,the difficulty to follow the voluntary disclosure standard in the continuous disclosure stage,especially under the principle of consistency,the unclear distinction between the legal responsibility of voluntary and compulsory disclosure and the overburdened responsibility of forecasting information disclosure.Secondly,by using the cost-benefit analysis of the Law and Economics,combined with the relevant theories of voluntary information disclosure and the principle that voluntary disclosure is carried out spontaneously by the company so needs to be consistent with the company’s nature as commercial subject.It is proposed to reduce the disclosure costs of production and litigation of voluntary information disclosure and increase its possible pricing advantage,financing convenience benefits under the general principles of information disclosure,so as the overall approach using appropriate incentive to implement the system improvement.The fourth chapter is the specific suggestions on the regulation of voluntary information disclosure.Firstly,in the initial stage,it is suggested to set relatively free requirements of format and content besides certain mandatory disclosure items with the strategy as the main line for the prospectus,cancel the restriction on subscription with the highest quotation in a certain proportion in the inquiry,optimizing the pricing system of the initial public offering and listing in a more market-oriented direction.Secondly,in the continuous disclosure stage,it is suggested to set certain termination conditions for applying the consistency standard after voluntary disclosure,improve and update the content of the current voluntary information disclosure guidelines of the sci-tech innovation board,and extend them to all other boards,as well as increase the proportion of voluntary information disclosure in the evaluation of information disclosure.Finally,in the legal liability aspect,it is suggested to clarify the responsibility identification of voluntary information disclosure following the enumerative materiality standard,securities price standard and probability/magnitude test order,and to establish safe harbor rules for the exemptions of voluntary disclosure of forecasting information under certain conditions. |
