According to the Several Provisions of the Supreme People's Court on the Trial of Civil Compensation Cases Caused by False statement in the Securities Market (hereinafter referred to as the Several Provisions), the defendants in civil compensation cases involving securities False statement include:

(1) The promoters, controlling shareholders and other actual controllers of the listed company who implement False statement;

(2) An issuer or a listed company that makes False statement;

(3) Securities underwriters who are unable to prove that they are not at fault in the process of False statement;

(4) A securities listing recommender who is unable to prove that he is not at fault in the process of False statement;

(5) Professional intermediary service agencies such as accounting firms, law firms and asset appraisal agencies that cannot prove that they are responsible for some of the False statement without fault;

(6) Directors, supervisors, managers and other senior management personnel who are responsible and unable to prove their innocence in the units mentioned in items (2), (3), and (4) above, as well as those directly responsible in item (5);

(7) Other institutions or natural persons that make False statement.

In judicial practice, listed companies are the majority defendants in False statement disputes. In some cases, intermediary service agencies and directors and senior executives of listed companies who are also subject to administrative punishment by the CSRC will be listed as co defendants. For example, in the case of False statement of Kangmei Pharmaceutical Securities, Zhengzhong the Pearl River's audit procedure behavior violated the relevant provisions of the audit standards and professional ethics, resulting in Kangmei Pharmaceutical's serious financial fraud not being found in the audit, with extremely bad impact, and was sentenced to bear joint and several liability for compensation according to law.

False statement refers to the behavior of the information disclosure obligor who violates the securities laws and regulations, makes false records or misleading statements against the truth about major events in the process of securities issuance or trading, or makes major omissions or improperly discloses information when disclosing information. It includes the following four types:

(1) False record: refers to the act of an information disclosure obligor recording non-existent facts in an information disclosure document when disclosing information.

(2) Misleading statement: the actor of False statement makes a statement in the information disclosure document or through the media that causes the investor to misjudge his investment behavior and has a significant impact.

(3) Major omission: refers to the failure of the information disclosure obligor to fully or partially record the matters that should be recorded in the information disclosure documents.

(4) Improper disclosure: refers to the failure of the information disclosure obligor to publicly disclose the information that should be disclosed within an appropriate period of time or in a legal manner.

The interval that investors can claim is that investors who buy and hold from the implementation date of the listed company's False statement behavior to sell or continue to hold after the disclosure date of the False statement have the claim qualification.

一、Implementation date of False statement

It refers to the day when False statement is made or False statement occurs.

In judicial practice, the court usually takes the date of the annual report of listed companies as the implementation date of False statement.

二、Disclosure date of False statement

It refers to the day on which False statement are first publicly disclosed in newspapers, radio, television and other media distributed or broadcast nationwide. The determination standards adopted by various courts on this issue are not uniform, mainly considering the following factors:

1. Relevance of Disclosure Content

The significance of disclosure is to release warning signals to the securities market and securities investors. Therefore, it should be investigated whether the disclosure behavior is consistent with the False statement behavior and whether the investment risk can be fully disclosed.

In the case of Yinyi's False statement dispute, the announcement issued by Yinyi Company on April 30, 2019 was the first public disclosure of the capital occupation of the controlling shareholders and related parties. Although it was not completely consistent with the illegal facts identified in the administrative penalty decision, it was enough to make investors aware of the relevant transactions involved in the case that were not disclosed in time, thus playing a warning role in the securities market.

2. Revealing the authority of the subject

Due to the fact that listed companies must disclose their announcements on information disclosure websites or newspapers designated by securities regulatory authorities, the disclosure date is usually the date of publication of the disclosure announcement.

However, in the case of Kangmei Pharmaceutical's False statement dispute, the day when Personal media reported Kangmei Pharmaceutical's financial fraud was the disclosure day of False statement. Reason 1 is the main content of the report, which is basically the same as the nature and type of financial fraud recognized by the CSRC's administrative punishment; Second, Personal media's disclosure of content has caused huge market reaction; Third, although the disclosure articles are first published by Personal media rather than the official media, in today's booming Internet, the articles published in Personal media may also quickly attract more media attention and reprint, meeting the requirements of the universality of disclosure behavior, and achieving the disclosure effect.

3. The First Time of Disclosure

The disclosure of False statement often has a process, during which there may be many announcements or news reports with different degrees and sources. Generally speaking, after the initial disclosure of bearish information, the stimulus to securities prices is strongest, and in the subsequent process of risk release, even if this bearish information is repeatedly or strengthened, the market response is generally limited. Therefore, the Several Provisions emphasize the "first time" of the disclosure date, so as to maximize the losses caused by the stock price decline due to the disclosure of False statement into the claimable range, thus playing the role of protecting securities investors.

4. Disclosure behavior causing abnormal fluctuations in securities prices

In judicial practice, courts usually consider whether the "disclosure behavior" has an impact on the prices of related securities as one of the criteria for determining the disclosure date. If there is no abnormal fluctuation in the securities price after the "disclosure behavior" occurs, it is difficult to prove that the securities market has reflected the disclosure behavior, and it is also difficult to prove that the disclosure behavior has played a sufficient risk warning role.

Investor investment loss=(average buying price - average selling price) × Number of stocks sold before the benchmark date+(average buying price - average closing price) × (Number of shares sold after the benchmark date+number of remaining shares held)

Average buying price=amount spent on all stocks purchased from the implementation date to the disclosure date ÷ total number of stocks purchased

Average selling price=amount obtained from selling stocks from the disclosure date to the benchmark date ÷ number of stocks sold

Average closing price=total closing price of each trading day from the disclosure date to the benchmark date ÷ trading day

Take the (2016) Suminzhong No. 732 case of Jiangsu Youli Investment Holding Co., Ltd. on liability dispute for securities False statement as an example. The important time points of the case are shown in the following table:

In this case, the trading situation of the plaintiff's investment in shares of Youli Holding Company is as follows: from June 18, 2013 to July 30, 2013, the plaintiff purchased a total of 36500 shares in 22 transactions, with a total transaction amount of 440471 yuan; A total of 20500 shares were sold in 13 transactions, with a total transaction amount of 238990 yuan. From July 31, 2013 to October 11, 2013, the plaintiff sold a total of 14000 shares in 9 transactions, with a transaction amount of 143430 yuan. As of October 11, 2013, the plaintiff still holds 2000 shares of shares in Youli Holding Company. The closing price of the stock on each trading day from the disclosure date to the benchmark date is 10.41 yuan (benchmark price).

The process of determining the amount of loss by the court is as follows: the plaintiff's average selling price is 10.25 yuan (total selling amount 143430 ÷ total selling shares 14000=10.25 yuan), and the plaintiff's average buying price is 12.07 yuan (total buying amount 440471 yuan ÷ total buying shares 36500=12.07 yuan). Based on this, the plaintiff's loss on the stocks sold after the disclosure date and before the benchmark date is: (12.07 yuan -10.25 yuan) * 14000 shares=25480 yuan; The loss on holding stocks after the basic date is: (12.07 yuan -10.41 yuan) * 2000 shares=3320 yuan, with a total loss of 28800 yuan.