On the interactive platform of Shenzhen Stock Exchange, more than 10 listed companies such as Shagang, Sunshine Power, Jinghua Laser and Fuliangde were asked by investors about their top five customers in the last year or the last three years.
For example, an investor asked an environmental protection company, "What are your top five customers in Si Qian?" The company replied: "The top five customers see the company's annual report, thank you!" However, in the company's 20021annual report, the top five customer names were called "12345" respectively, which was equivalent to no answer.
Compared with the company's "playing word games" in the reply, more companies that did not disclose the names of the top five customers bluntly replied: "The information of the top five customers involves the company's trade secrets, so it is not convenient to disclose them."
Under the trend of information disclosure as the core, the transparency of information disclosure of listed companies to important customers and suppliers is declining year by year.
With trade secrets as a shield, most enterprises are secretive about upstream and downstream information disclosure. After the names of customers and suppliers are hidden, the hidden related party transactions and financial fraud are more hidden, and the information asymmetry and the resulting risks increase, eroding the principle of "three publics".
"Top Five" Real Name Disclosure Rate
Has dropped below 10%
Take the disclosure of the top five customers as an example. In 2009, the total number of A-share listed companies was 1630, and the number of companies that disclosed the names of the top five customers in that year was 826, with a disclosure rate of 50.67%. The total number of listed companies in 20 10 is 1972, and the number of companies that disclose the names of the top five customers is 1043, with a disclosure rate of 52.89%. Since then, the real name disclosure rate of the top five customers has been declining. By 20021,the total number of listed companies had climbed to 468 1, while only 456 companies had disclosed the names of the top five customers, and the disclosure rate was as low as 9.74%.
The real name disclosure rate of the top five suppliers of listed companies has a similar trend, from the highest value of 20 12 of 25.69% to 202 1 of 10%.
In addition, the disclosure rates of the "top five" names of listed companies with different market capitalization and different industries also show significant differences.
From the perspective of market value, the real name disclosure rate of the top five customers has been falling all the way, regardless of large, medium and small market value companies (Figure 2). According to the comparison of market value scale, the disclosure rate of the top five customer names is inversely proportional to the market value scale of the company. In the past ten years, small market companies with capital less than 5 billion yuan have always been more willing to disclose than large market companies. 202 1, the disclosure rate of small market value companies is 12.63%, while the disclosure rate of large market value companies with more than 20 billion yuan is only 5.0 1%. Even in the most active year of disclosure, the disclosure rate of large-cap companies never exceeded 40%, and the disclosure rate of small-cap companies once exceeded 60%.
In terms of industry, in the annual report of 20021,the disclosure rate of the top five customers of traditional heavy industrial enterprises such as public utilities, coal, petroleum and petrochemical, building decoration and so on exceeded 20%; In contrast, the disclosure rate of fully competitive industries such as electronics, light industrial manufacturing and household appliances is less than 5% (table 1). To some extent, this shows that the corporate nature of the company and the fierce competition in the industry have affected the disclosure willingness of listed companies.
While fewer and fewer listed companies disclose the "top five" names, more and more listed companies disclose anonymously with the codes of 12345 and ABCDE, and do not disclose complete information, so the names of customers and suppliers become "unspeakable secrets" (Figure 3). As of 202 1, the proportion of listed companies that disclose the top five customers and suppliers anonymously or partially exceeds 60%.
In the context of "encouraging" disclosure
Why is the real name disclosure rate falling all the way?
In 20001year, the CSRC first required listed companies to disclose the total sales volume and proportion of the top five customers and the total purchase volume and proportion of the top five suppliers in the text of the annual report; At the same time, listed companies are required to disclose the total sales volume and proportion of the top five customers in the notes to the financial report.
In 20 12, the CSRC first proposed in the information disclosure rules to "encourage" listed companies to disclose the names of the top five customers and suppliers and their respective transaction amounts in their annual reports. And in the subsequent revision of the rules, the tone of "encouragement" was adhered to.
In the revision of relevant disclosure rules after 20 12, the disclosure requirements for the "top five" are becoming more and more abundant. For example, the disclosure requirements for the relationship with the company in the "top five", the disclosure requirements for customers and suppliers accounting for more than 50%, and the disclosure of new customers and suppliers have been increased. The only reduction in disclosure is that since 20 14, the supervision has cancelled the disclosure requirements for the top five clients in the notes to financial reports (table 2).
It can be seen that although there is no mandatory requirement, since 20 12, the regulatory authorities have been actively encouraging the disclosure of the details of the top five customers and suppliers of listed companies and constantly improving the disclosure requirements. However, the disclosure intention of listed companies runs counter to the policy of encouraging disclosure.
Why is this happening?
Jin Xianghui believes that the decline in the disclosure rate of customers' and suppliers' names is the result of a long-term game between regulators and supervisees, and on the other hand, listed companies pay more and more attention to trade secrets.
"He (supervision) has no regulations, but I (listed companies) are very cautious. The less specific you are, the less you know what to do. Some companies look for window guidance, which is generally stricter. Once the rules are publicly encouraged, I know I don't have to ask. I can decide whether to make them public or not. As long as I can find a reasonable reason, I can not disclose it. There is such a psychology in this: the broader the regulations, the more bottomless the listed companies are, and the more specific the regulations, the more they can find countermeasures. " Jin Xianghui said.
When the policy of encouraging disclosure was first put forward in 20 12, about half of the listed companies disclosed the names of the top five customers in response to the policy. However, this good momentum only lasted for two years, and then it declined year by year. A person familiar with the CSRC said: "After all, there is no compulsion, so the exchange can't actually investigate why they don't disclose it."
On the other hand, after 20 13, the supervision concept of the exchange changed from "ex ante audit" to "ex post supervision". 20 16 Shanghai Stock Exchange cancels the pre-application system for information disclosure exemption, and information disclosure obligors make their own prudent judgments according to the standards. The change of supervision concept has increased the independent decision-making power of listed companies on the content of information disclosure, and listed companies will naturally make more favorable choices for themselves.
Why not take the initiative to make it public?
Since the disclosure of the top five customers and suppliers is more voluntary, why do listed companies tend not to disclose specific names?
In response to investors' doubts about the top five interactive platforms, "trade secrets" are the same rhetoric of listed companies. In other words, it is an act of self-protection for listed companies not to disclose the names of the top five customers and suppliers.
"When the company chooses the content to be voluntarily disclosed, it is more for commercial and operational considerations." A senior director of a small and medium-sized listed company said frankly, "The market competition is much fiercer now than ten years ago, and the company pays more and more attention to the protection of trade secrets such as the names of important customers and suppliers and the contract amount. If the policy is not mandatory but only encouraging, the company tends not to disclose it in most cases. "
"In addition to the title, I don't want others to see changes. For example, the amount and proportion of my capital in this company are changing. If the name is not made public, it will disappear. " The aforementioned Secretary-General stated that.
In the view of listed companies, the disclosure of customer names may lead competitors to compete for their customers and accurately estimate their production capacity. These potential negative effects increase the information disclosure cost of listed companies.
Secondly, the choice of voluntary disclosure content of listed companies is also influenced by other objective factors.
From the perspective of cost and benefit, listed companies also tend not to disclose the names of customers and suppliers. In an efficient market, voluntary disclosure of important information is beneficial for listed companies to obtain valuation premium, make up for the negative impact of disclosure on their operations, and thus enhance the motivation of voluntary disclosure of companies. However, a survey by Lu Hai, a professor at Guanghua School of Management, Peking University, shows that most listed companies in China hold a neutral or negative attitude towards the role of voluntary information disclosure in increasing stock liquidity, raising stock price, raising P/E ratio and reducing financing cost.
In other words, listed companies believe that the market has not given corresponding "rewards" for voluntary disclosure of more information, and naturally they are not inclined to disclose.
Finally, there is a "herd effect" factor in the reduction of voluntary disclosure.
Under the role of "example", the scale of supervision was gradually "proved" by participants, and then followed by other listed companies in industry exchanges. The aforementioned Secretary-General said: "I have been Secretary-General for so many years. (The letter is attached) As long as you don't insist, just encourage, I basically won't do it. We refer to some companies to do this (not disclose), and we (just) follow suit (not disclose). "
When more and more listed companies do not disclose, it will lead to herd effect, which will help listed companies that originally disclosed details to choose not to disclose.
The decrease of transparency aggravates information asymmetry.
The industrial chain information of upstream suppliers and downstream customers of a company is important information for evaluating the company's value, which is highly recognized by investors in both the primary market and the secondary market.
"This means that the evaluation company cannot be separated from the perspective of industrial ecology. For example, whether the same sales revenue comes from low-end customers or high-end customers, the judgment of enterprise value is completely different. Hiding customer and supplier information will greatly affect our judgment on the company. " He said.
Zhang Yifan, chairman of Duohemei Investment, said that the upstream and downstream information of enterprises is very helpful for stock analysis. The real-name disclosure rate of key information of the top five customers and suppliers of listed companies decreases, which increases the information search cost of investors and is not conducive to investment analysis and decision-making. From the perspective of investors, the regulatory authorities should urge listed companies to improve the transparency of information disclosure in the industrial chain.
The opaque disclosure of important information has different effects on different investors, which intensifies the information asymmetry among investors of different types and capital scales.
To some extent, the seller's organization has become an "intelligence" supplier when the transparency of information disclosure has declined. As a buyer's institution, it is easier to obtain "information" from the seller's analysts, but for most small and medium-sized investors, the public disclosure of the capital market is almost the only way for them to obtain information, and it is much more difficult to obtain such "information".
Avoid risks of disclosure or concealment.
Besides causing information asymmetry and affecting investment decisions, listed companies may also hide greater risks by deliberately avoiding "encouraging" information disclosure.
Jin Xianghui said: "For example, if both companies are listed companies, and then one party is the supplier or customer of the other party (if both parties disclose the names of customers and suppliers), this data is easy to compare and verify. If all the disclosures are changed to 12345, no one knows (name), and data verification will be difficult. " This will also reduce the credibility of financial information to some extent.
In addition, the anonymous alternative disclosure of ABCDE can make the "unrelated transactions" of some listed companies more hidden, and some companies even take the opportunity to commit financial fraud.
In the illegal cases announced by the CSRC, many companies were questioned by the media and investors because of their upstream and downstream relations, and were finally proved to be fraudulent.
For example, in the case of Guangzhou Langqi financial fraud, listed companies inflated their accumulated income by fictitious commodity trade and inflated inventory, and the overlap between suppliers and customers was very common in their trade business; The company hides the names of suppliers and customers in information disclosure, which increases the concealment of related party transactions.
For another example, in Kangdexin's financial fraud case, listed companies inflated their income and costs by fabricating false contracts and documents, and accumulated inflated profits11500 million yuan. After 20 12, Kangdexin will no longer disclose the names of customers and suppliers. Even when replying to the inquiry letter of the annual report, the customer number is still used instead, and it is finally verified that the false customer inflated the performance.
More typical is 202 1 "private network communication" series mine explosion that shocked the capital market.
In July, 20021year, the Securities Times published an investigation report "90 billion" private network communication scam ",which exposed a financing trading network that had been operating in A-shares for seven years, involving at least 13 listed companies, and the accumulated amount exceeded 90 billion yuan, which was called" the biggest fund scam in the history of A-shares ".
In this network, listed companies use the guise of "private network communication business" to flow funds to suppliers in the form of advance payment. After a certain period of time, suppliers or their hidden related parties return to listed companies through downstream customers in the form of sales rebates, forming a commercial fiction.
Most of the companies involved did not disclose the names of the top five customers, suppliers and prepayments. A considerable number of them were forced to supplement the disclosure of relevant information when replying to the inquiry letter.
It can be seen that the information of customer and supplier names is hidden, which greatly reduces the cost of illegal fraud of listed companies.
The transparency of upstream and downstream information needs to be improved.
Under the condition of "voluntary", listed companies avoid disclosing upstream and downstream detailed information, which leads to a significant decline in disclosure transparency. Should supervision emphasize "mandatory disclosure"?
The biggest reason for listed companies to avoid disclosure is "protecting trade secrets", which means that the protection of trade secrets and the transparency of information disclosure are in conflict to some extent. He Jie said: "Compulsory disclosure will often increase the welfare of shareholders, but it will harm the welfare of other stakeholders, so it depends on what kind of welfare we value in different situations. Some of our studies have found that the information disclosure of listed companies' annual reports to suppliers and customers has provided information increment for the capital market and has a relatively positive effect. "
In the eyes of some market participants, "protecting trade secrets" is a bit far-fetched. Yang Shengjun, the cornerstone capital, believes that business operations are affected by information disclosure. This situation should be only a minority. "If the company's business operations are seriously affected by upstream and downstream information disclosure, it can only show that the barriers to the company's business are not high, and competitors are more likely to cut in." What enterprises should do is to fundamentally enhance their competitiveness, and then enhance their industry status and the right to speak in the industrial chain, instead of blindly accusing information disclosure.
Song Yixin, a partner of Shanghai Hanlian Law Firm, said: "Improper information disclosure will lead to the disclosure of trade secrets, but the disclosure of trade secrets cannot be attributed to information disclosure. Information disclosure has a reasonable scope, because you are a public company, you must disclose it, and you can't always say it is a trade secret. In this way, the number of people in the company will be a trade secret. "
Even under the current policy of encouraging disclosure, there is still room for improvement in the disclosure rules of the top five customers and suppliers in order to enhance the enthusiasm of voluntary disclosure of listed companies and reduce market information asymmetry.
The Securities and Futures Commission of the United States requires listed companies to disclose the sales situation and names of customers whose sales revenue accounts for more than 65,438+00%, and may apply for exemption under special circumstances. In China's 202 1 revised disclosure standard, for a single customer or supplier, the threshold for mandatory disclosure is set at 50%, which is relatively loose.
Zhang Yifan said that the effect of "encouraging disclosure" can be achieved by increasing the positive returns of listed companies that voluntarily disclose, such as setting up a scoring mechanism for the contents voluntarily disclosed by listed companies, giving high marks to high-transparency and high-quality information disclosure, and taking the scores as a reference for companies to apply for refinancing and other matters, and "encouraging" will be implemented.