First, the GEM market requires more information disclosure than the main board market. The share capital of listed companies in the GEM market is smaller, the company's statistics and financial accounting are easier, and the disclosure of its financial statements is more timely than that of listed companies in the main board market; The listing conditions of companies in the GEM market are more relaxed than those in the main board market, and the company's operating life can be relatively short, and there is no minimum profit requirement. However, the risk of securities investment will also increase, and investors will have higher requirements for the quality of information disclosure. This requires establishing a stricter information disclosure system than the main board market, maintaining information fairness to the maximum extent, improving information efficiency and realizing the optimal allocation of capital.
Second, related party transactions have amplification effect in the GEM market. Related party transactions refer to the transfer of resources or obligations between listed companies and related parties, regardless of whether the price is charged. When a listed company deals with related parties, because related parties can control or exert great influence on the listed company or its board of directors, they may accept some unreasonable conditions for the company, and even favor related parties, thus infringing on the interests of other shareholders of the company, especially minority shareholders. There are three main ways to harm the interests of other shareholders through related party transactions: (1) using the transfer price to convey profits to related parties; (2) Asset transfer or other economic business takes unfavorable conditions for listed companies, making listed companies pay more cash; (3) The above situation leads to a decline in the profitability of listed companies and an increase in financial risks.
It is usually through holding a certain proportion of shares in the company that the company has substantial control or significant influence. Enterprises and individuals related to listed companies, starting from their own interests, often use the characteristics of decentralized shares to control and influence listed companies by buying only a small part of shares. Obviously, the cost of obtaining related party qualification has been greatly reduced.
On the one hand, the risk of GEM investment increases; On the other hand, the role of related party transactions has been amplified. In this way, it is more important for GEM to strengthen the disclosure of related party transactions. GEM's disclosure of related party transactions has its own characteristics.
First, the establishment of the independent director system makes the definition of related parties complicated. Article 12 of the Regulations on Stock Issuance and Listing of Venture Enterprises (Draft) clearly stipulates: "A company listed on the Growth Enterprise Market shall set up independent directors to strengthen its corporate governance structure." This makes the independent directors with relatively detached status appear in the listed companies of GEM. If we simply refer to the relevant rules of the main board market, since independent directors are members of the board of directors, they are naturally related persons. But the author holds the opposite view.
Strictly speaking, independent directors refer to those (but not all) external directors or non-executive directors who do not hold other positions in the company and receive remuneration, and have no other substantive interests in the company, except for their directorships and roles in the board of directors. Their basic duty is to ensure that the board of directors considers the interests of all shareholders, not the interests of a particular part or group. For this reason, the qualification confirmation of independent directors is strict.
In this way, independent directors should not belong to key management personnel, so they should not be related parties.
Second, the disclosure scope of related party transactions in GEM is wider, the content is richer and the focus is different.
(1) related party transaction pricing policy disclosure. On the Growth Enterprise Market, the vast majority of enterprises belong to the sunrise industry in terms of industry attributes, and their products have high technical content and weak substitution. It is likely that some products are unique and it is difficult to find the corresponding market price. In this way, related parties can use their special relationship in related party transactions to control or exert influence on the formulation of the company's product prices, and form prices that are beneficial to themselves and harm the interests of other shareholders. Therefore, timely, accurate and detailed disclosure of this information will have an important impact on the decision-making of relevant stakeholders.
(2) Disclosure of R&D project transfer. Most companies listed on GEM are technology-intensive enterprises with good development potential. In a sense, the advanced nature of technology is the basis of its existence and development. A research project of a listed company is likely to be abandoned or transferred to related parties or other enterprises because of the requirements of related parties, which will have a significant or even decisive impact on the company's current operation and long-term development. The relevance of information users' decision-making by using this information has improved, and the corresponding information content must also be increased to meet the needs of users.
Principles of related party transactions disclosure in GEM market
First, the principle that substance is more important than form. The essence of related parties is to control or exert great influence on enterprises. Control and great influence can not be simply expressed by quantitative equity or rights and interests, but more importantly, by actual rules and influences. If the listed company is highly dependent on the technology of the enterprise, then the production and operation of the enterprise need to rely on the technology or technical data of the enterprise. Although its share in the company's equity is small and does not reach the proportion of control or significant influence, in fact, the company can exert significant influence on the company based on the control of this technology, so it must be recognized as a related party of the company.
Second, the principle of importance.
It has a significant impact on the company's financial status and operating results. If the information that may mislead investors' decision-making is not disclosed in time and in detail, it should be regarded as important information and should be mainly disclosed. On the other hand, it is regarded as immaterial, and can be disclosed jointly or temporarily. It is in accordance with this principle that it is necessary to strengthen the openness of pricing policies and the transfer of R&D projects. GEM listed companies are small in scale, and the investment risk is greater than that of the main board, so there are stricter requirements on their importance, which we should pay attention to.
Third, the principle of exception
The "exception" here means that if related party transactions should be disclosed in accordance with relevant regulations, the damage that may be caused to stakeholders is greater than the benefits obtained by making decisions with such disclosure. At this time, exemption should be proposed according to certain procedures to avoid the disclosure of related party transactions, thus safeguarding the interests of stakeholders. The most typical is the exemption required when the disclosure of related party transactions involves high technology. High-tech refers to the technology that has an important impact on the quality improvement and profit growth of the company's products or services, and even on the company's survival and development. The disclosure of related transactions related to high technology is likely to cause technology leakage.
If the disclosure of high-tech related party transactions may cause technology leakage and make the company lose its competitiveness, or it cannot be disclosed in time and in detail for other reasons, it must also be exempted through legal procedures, so that listed companies can avoid the responsibility of not disclosing related party transaction information. However, this principle is an amendment to the disclosure of related party transactions, and it is only an "exception".