A misleading reply of 13 words in one sentence was punished by 1 million yuan, and 5 words were changed, and a fine of 500,000 yuan was exchanged for one word. The regulatory authorities replied to the non-standard answer of the board secretary of the listed company on the public platform.
Under the increasingly strict supervision, the seemingly golden profession of board secretary is actually facing "high responsibility, high pressure and high risk". Because the secretary of the board of directors is at the intersection of listed companies and the capital market, they are often the first to bear the brunt of the punishment of listed companies for violations, and they are jointly and severally punished.
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One is worth hundreds of millions, the other has an annual salary of more than 2.8 million, and two new stocks were listed this month, which has achieved two successful board secretaries, is this really a "golden" profession?
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An IPO that was abruptly stopped and a counterattacking board secretary went straight to Zhejiang stocks
In a word, 1 million yuan
On January 8, the Shenzhen Stock Exchange issued a disciplinary decision on the untrue and incomplete information disclosure of Simei Media on the interactive platform, and publicly condemned the company and Li Zimu, the secretary of the board of directors. On the same day, the company disclosed that it received the "Prior Notice of Administrative Punishment" issued by the Zhejiang Securities Regulatory Bureau of the China Securities Regulatory Commission to Simei Media and related responsible persons, and decided to give a warning to the company and impose a fine of 1.5 million yuan, and Li Zimu, the secretary of the board of directors, and a fine of 1 million yuan for the company's response to the interactive questions that did not match the actual situation, and did not disclose the company's situation truly, accurately and completely, constituting a misleading statement.
Here's the thing: On November 27, 2023, in response to an investor's question about whether it would cooperate with Douyin Supermarket, Li Zimu, the company's secretary of the board of directors, said that "Douyin Supermarket is operated by the company at this stage". As a result, the company's stock price quickly rose from falling to the limit after the afternoon open, and remained until the close.
But Douyin officials quickly refuted the rumors: Douyin supermarket business is operated by Douyin e-commerce.
The Zhejiang Securities Regulatory Bureau said that the above reply of Simei Media that "Douyin Supermarket is operated by the company at this stage" is inconsistent with the actual situation. The above-mentioned illegal facts are proved by relevant announcements, relevant explanations, interrogation records, and relevant content of the Shenzhen Stock Exchange's interactive platform.
The Zhejiang Securities Regulatory Bureau believes that the above-mentioned information disclosure of Simei Media is untrue, inaccurate and incomplete, constituting misleading statements, suspected of violating the relevant provisions of the Securities Law of the People's Republic of China, and is an illegal act under the second paragraph of Article 197 of the Securities Law. Li Zimu, then secretary of the board of directors of Simei Media, was responsible for the company's reply to the questions raised by investors on the interactive platform of the Shenzhen Stock Exchange, and the reply information he prepared and decided to release failed to ensure the truthfulness, accuracy and completeness of the relevant information, and was suspected of violating the provisions of Article 82, Paragraph 3 of the Securities Law, and was the person in charge directly responsible for the above-mentioned information disclosure violations of Simei Media.
In response to the above-mentioned violations, the Zhejiang Securities Regulatory Bureau decided to give a warning to Simei Media and impose a fine of 1.5 million yuan, and Li Zimu a warning and a fine of 1 million yuan.
In December 2023, Simei Media announced that after deliberation and approval at the eighth meeting of the sixth board of directors of the company, it was decided to suspend Li Zimu as secretary of the board of directors and deputy general manager.
changed 5 words, and lost 500,000 yuan per word
Coincidentally, the secretary of the board of directors of the listed company Su Davig was also punished for deliberately rubbing hot spots.
At 12:25 on September 14, 2023, when Su Daweig asked investors about "which well-known companies are using your lithography machine and related technologies" on the interactive platform of the Shenzhen Stock Exchange, Jiang Lin, secretary of the board of directors, replied that "the company's lithography machine has been sold to domestic leading chip companies, and has been exported to Japan, South Korea, Israel and other countries;
After the company's above reply was released, the company's stock price quickly turned from falling to rising at the afternoon opening, and finally closed up 20%.
The "lithography machine" that the company said in its reply that it had been sold and exported was actually a direct-writing lithography equipment used for the manufacture of micro-nano optical materials and masks, rather than a lithography machine used for chip manufacturing, and the "lithography machine" was significantly different from the "chip lithography machine" mentioned in the reply. The Company's failure to accurately and completely disclose the types and specific application areas of the lithography equipment sold by the Company, and the use of "lithography machine" and "chip lithography machine" in its response was misleading.
After investigation, Jiang Lin, secretary of the board of directors of Su Daweig, knew that the concept of chip lithography machine was a hot spot in the market at that time, and revised the expression of "direct writing lithography equipment" in the first draft of the company's securities department to reply to investors' questions to "lithography machine", deliberately confusing the difference between "direct writing lithography equipment" and "chip lithography machine". In the end, the Jiangsu Securities Regulatory Bureau fined the company 1.5 million yuan and the secretary of the board of directors 1 million yuan, changed 5 words, and fined a total of 2.5 million yuan, 500,000 yuan per word.
Blowing on his own public account is also warned
Is the job of the secretary of the board of directors getting more and more difficult to do?
The supervision is stricter, and the work is harder. This terrible is the common feeling of the board secretaries in the current A-share market.
The registration-based reform launched in November 2018 was fully implemented last year after nearly five years of pilot projects on the Science and Technology Innovation Board, the Growth Enterprise Market and the Beijing Stock Exchange, opening up a new situation in the development of the capital market.
At the annual meeting of the China Association of Listed Companies and the 2023 China Listed Companies Summit, Wang Jianjun, vice chairman of the China Securities Regulatory Commission, said that it is necessary to improve the information disclosure system under the comprehensive registration system, strengthen the consistency of information disclosure supervision, improve the quality of information disclosure, and create a more open, transparent and credible listed company.
On February 17, 2023, the China Securities Regulatory Commission (CSRC) issued the Administrative Measures for the Registration of Securities Issuance of Listed Companies, which mentions that the information disclosure rules formulated by the CSRC are the minimum requirements for information disclosure, and that regardless of whether the rules clearly stipulate that listed companies should fully disclose all information necessary for investors to make value judgments and investment decisions, and the content should be true, accurate and complete. In addition, the Measures require that the focus of information disclosure on listing in different sectors is different, but the disclosure content should be concise, clear and easy to understand, and there shall be no false records, misleading statements or material omissions.
In this context, the work of the secretary of the board of directors is becoming more and more difficult to do. The resignation of board secretaries in the A-share market is becoming more and more frequent, which has attracted widespread attention from investors. According to statistics from Dongcai Choice, more than 200 board secretaries resigned in the first half of last year.
In addition to the "big accident", there were also small accidents due to the resignation of the secretary of the board of directors. For example, Kailong Hi-Tech announced on the evening of May 30 last year that due to untrue and inaccurate disclosure of relevant information, Zang Zhicheng, chairman of the company, and Zeng Rui, chief financial officer and secretary of the board of directors, were issued a warning letter by the Jiangsu Securities Regulatory Bureau. The reason for the incident is that the company's official WeChat account has published promotional articles many times, including quoting the chairman's WeChat congratulatory message, "The recent snowflake-like order is a good sign for Kailong's take-off" and so on. According to investigation, in mid-May, the company announced that Zeng Rui no longer served as the secretary of the board of directors.
The market's requirements for board secretaries are also getting higher and higher, so that the "out-of-line" words and deeds of individual board secretaries are easily amplified by public opinion. For example, when the boss of a certain company is divorced, the circle of friends of the secretary of the board of directors angrily criticizes the doubters, and the secretary of the board of directors of a certain company posts on the circle of friends, saying that if the market value target is not reached, "seppuku apologizes"...... have become a hot spot in the market for a while.
In the era of the comprehensive registration system, as a key figure in the connection between listed companies and the capital market, the role and value of the board secretary are becoming increasingly prominent: in addition to being the "diplomat" of listed companies to connect with the capital market, the role of "gatekeeper" and "compliance executive" of corporate governance is also more prominent.