近日，上海证监局与上海金融法院联合发布十个涉证券虚假陈述案例，落实金融司法和金融监管防范化解金融风险协 同机制。 其中，全国首例新三板做市交易证券虚假陈述责任一案中，司法机关通过"分阶段认定责任"，合理界定了各中介机构责 任，体现了过责相当、精准追责的司法导向。 投资者索赔185万 2013年12月13日，被告某科技公司（以下简称"该公司"）的股票在全国中小企业股份转让系统（即新三板）挂牌公开转 让。 为此，其主办券商出具了《挂牌推荐报告》。其审计机构A也出具了《财务报表审计报告（2011年1月1日至2013年6月30 日止）》，并为后续的2013年度至2015年度财务报告，出具了标准无保留意见的审计报告，用于挂牌企业的定期报告信 息披露。 然而，2017年6月30日，该公司新换的审计机构B出具了《关于某科技公司2016年度非无保留意见审计报告的专项说 明》，载明该公司内控制度存在重大缺陷，大额资金支付缺乏有效监管，部分往来款项的商业实质通过函证程序和访谈 程序无法查实。 上述公告发出后，该公司股价应声大幅下跌，并很快在2017年8月11日，宣布接受证监会调查。2019年4月2日，股转公司 发布公告称，自20 ...

Core Viewpoint - The Shanghai Financial Court and the Shanghai Securities Regulatory Bureau have released ten cases related to securities false statements, providing clear guidelines for market participants regarding responsibilities and behaviors that may violate information disclosure regulations [1][2]. Group 1: Securities False Statement Cases - The five typical cases of securities false statement responsibility disputes focus on issues such as "deceptive" share buybacks, the identification of predictive information, and the application of "safe harbor" rules [2][3]. - In the case of *ST Jintai, executives were found liable for failing to fulfill share buyback commitments, resulting in a compensation of approximately 780,000 yuan to investors [2]. - Shanghai Electric was held responsible for not timely disclosing performance losses, leading to false records in its 2020 annual report, and was denied the "safe harbor" rule exemption [2][3]. - In the financial fraud case of Zhong An Ke, three internal directors were held liable for relying excessively on intermediaries, while three independent directors were exempted from liability [2][3]. Group 2: Regulatory Enforcement Cases - The five regulatory enforcement cases focus on frequent violations such as "shell-preserving" financial fraud, performance-related financial manipulation, and abuse of control rights [3][4]. - Specific cases include *ST Jintai's executives violating buyback commitments, financial fraud in subsidiaries of Shanghai Shiji, and illegal share reductions by the controlling shareholder of Feikai Materials [4]. Group 3: Legal Responsibility Clarification - Recent judicial practices have introduced new types of disputes, including the legal applicability of different market segments and the identification of responsibilities for aiding fraudsters [5]. - The cases emphasize that information disclosure obligations cannot be evaded under the guise of predictive information and clarify the legal responsibilities of public commitments made by listed companies [5]. Group 4: Strict Enforcement and Accountability - The regulatory approach emphasizes strict enforcement and increased penalties for violations, particularly targeting key individuals responsible for financial fraud [6]. - For instance, the former chairman of Delisted Fuxin was found guilty of violating important information disclosure laws, while penalties were imposed on the controlling shareholder of Feikai Materials for illegal share reductions [6]. - The Shanghai Financial Court has received a total of 18,040 securities false statement responsibility disputes, with a total amount in dispute of 7.646 billion yuan, involving 26,956 investors [6][7].

2025.08. 21 本文字数：2323，阅读时长大约4分钟 作者 | 第一财经 周斌 财务造假案纠纷各方责任如何厘清？上市公司及"关键少数"人员哪些行为会踩信披"红线"？ 上海金融法院、上海证监局8月20日联合发布了十个涉证券虚假陈述案例，包括五个金融审判典型案 例和五个行政监管执法案例，为市场各方主体提供了明确的规则指引。 对比公告及监管披露信息，上述十个案例主要涉及*ST金泰（300225.SZ）、中安科 （600654.SH）、上海电气（601727.SH）、上实发展（600748.SH）、飞凯材料 （300398.SZ）等多家上市公司，以及退市富控(退市)、*ST巴安(退市)、ST行悦(已摘牌)等已退市 或已摘牌的公司。 多家上市公司被抓了典型 在上述纠纷典型案例中，涉及公开增持承诺的法律责任属性以及公开承诺主体的责任认定，填补了公 开承诺民事责任认定司法实践空白；强调上市公司等信息披露义务人不得借"预测性"之名逃避应履 还有中安科财务造假案中，投资者要求六名董事承担连带赔偿责任，法院最终判定三名独立董事免 责，而三名公司内部董事因过分依赖中介机构、未尽到合理调查义务被判定酌情对投资者的损失在 2 ...

Core Viewpoint - The Shanghai Financial Court and the Shanghai Securities Regulatory Bureau have released ten cases related to securities false statements, providing clear guidelines for market participants regarding responsibilities and behaviors that may violate information disclosure regulations [1][2]. Group 1: Key Cases and Responsibilities - The five typical cases of securities false statement responsibility disputes focus on issues such as "deceptive" share buybacks, the identification of predictive information, and the application of "safe harbor" rules [2][5]. - In the case of *ST Jintai, executives were found liable for false statements due to unfulfilled share buyback commitments, resulting in compensation of approximately 780,000 yuan to investors [2][4]. - Shanghai Electric was held responsible for failing to timely disclose performance losses and inaccurately measuring expected credit losses, leading to a false record in its 2020 annual report [2][3]. Group 2: Regulatory Enforcement and Penalties - The Shanghai Securities Regulatory Bureau has emphasized strict enforcement and increased penalties for frequent violations such as financial fraud and misuse of control rights [3][6]. - Notable penalties include a fine of 7.67 million yuan for the controlling shareholder of Feikai Materials for illegal share reductions and a 4 million yuan fine for the chairman of a subsidiary of Shanghai Shihua for financial fraud [6][4]. - The report indicates that as of December 2024, the Shanghai Financial Court has accepted 18,040 cases of securities false statement disputes, with a total amount in dispute of 7.646 billion yuan and 26,956 investors involved [6][7]. Group 3: Legal and Judicial Developments - New types of disputes have emerged in judicial practice, including the legal applicability of different market segments and the identification of responsibilities for predictive information [5][6]. - The report highlights the challenges in civil compensation cases related to false statements, particularly in the context of ongoing administrative investigations or criminal investigations [7]. - The need for improved coordination between civil lawsuits, administrative penalties, and criminal accountability is emphasized to enhance the effectiveness of investor protection [7].

涉及"忽悠式"增持、"保壳式"财务造假、实控人违规减持等多类信披违规典型案例 财务造假案纠纷各方责任如何厘清？上市公司及"关键少数"人员哪些行为会踩信披"红线"？ 上海金融法院、上海证监局8月20日联合发布了十个涉证券虚假陈述案例，包括五个金融审判典型案例 和五个行政监管执法案例，为市场各方主体提供了明确的规则指引。 对比公告及监管披露信息，上述十个案例主要涉及*ST金泰（300225.SZ）、中安科（600654.SH）、上 海电气（601727.SH）、上实发展（600748.SH）、飞凯材料（300398.SZ）等多家上市公司，以及退市 富控(退市)、*ST巴安(退市)、ST行悦(已摘牌)等已退市或已摘牌的公司。 多家上市公司被抓了典型 具体来看，上海金融法院发布近年来审理的五个证券虚假陈述责任纠纷案例主要聚焦"忽悠式"增持、预 测性信息的识别与"安全港"规则适用、重大事件造成股票交易价量剧烈变化等纠纷案件中各方的责任认 定，既有"有责"典型，也有"无责"典型。 比如，*ST金泰高管"忽悠式"增持承诺纠纷案中，投资人刘某华、郑某润因该公司高管的股份增持承诺 购买了这家公司股票，但高管袁某、罗某未履行增持 ...

为健全资本市场基础制度，加强投资者权益保护，8月20日，上海金融法院与上海证监局联合发布十个 涉证券虚假陈述案例。 证券时报记者获悉，本次发布的十个案例，包括五个证券虚假陈述责任纠纷金融审判典型案例及五个信 息披露违法行为行政监管执法案例，充分体现了加大立体追责力度，加强资本市场诚信建设的共同立 场。案例涉及参与资本市场各方主体，通过更精准的事实认定和规则适用，充分彰显了打击各类信披违 法行为、净化资本市场生态的鲜明态度。案例还积极回应资本市场法治新需求，明确了司法和监管对信 息披露领域新问题和新现象的态度，充分展示了强化资本市场主体规则预期、提供更加及时有效规则供 给的坚定决心。 其中，上海金融法院发布了近年来审理的五个证券虚假陈述责任纠纷案例，旨在向金融市场提供明确规 则指引，持续提升资本市场法治化水平。案例呈现以下特点：一是准确认定证券虚假陈述行为。证券虚 假陈述责任纠纷取消行政前置程序之后，发行人是否构成虚假陈述行为成为新的争议焦点。本次发布的 案例涉及准确适用"预测性信息安全港规则"，明确预测性信息的识别原则及免责边界，强调上市公司等 信息披露义务人不得借"预测性"之名逃避应履行的信息披露义务，依法 ...

Core Viewpoint - The article discusses the ongoing legal issues faced by Kanni Electromechanical due to a past acquisition that resulted in significant financial losses and subsequent lawsuits from investors for securities misrepresentation [1][9]. Group 1: Legal Proceedings - Kanni Electromechanical was ordered by the Nanjing Intermediate Court to compensate an institutional investor approximately 33.09 million yuan for securities misrepresentation [1]. - A total of 17 investors have filed claims against Kanni Electromechanical, with a cumulative claim amount of 383 million yuan, leading to a total compensation of 83.15 million yuan ordered in initial judgments [6]. - All intermediary institutions involved in the case, including brokers and audit firms, were held jointly liable for compensation, with specific percentages assigned to each [2]. Group 2: Financial Impact - The acquisition of Longxin Technology for 3.4 billion yuan in 2017 significantly impacted Kanni Electromechanical's financials, leading to a net profit loss of 3.151 billion yuan in 2018 due to large provisions for expected liabilities and bad debts [10]. - Kanni Electromechanical has recognized a total of 216 million yuan in potential losses related to investor claims, indicating ongoing financial repercussions from the acquisition [7]. Group 3: Background of the Acquisition - The problematic acquisition occurred in 2016 when Kanni Electromechanical sought to diversify into the consumer electronics sector, which ultimately led to financial distress due to fraudulent financial reporting by Longxin Technology [9][10]. - Following the acquisition, Kanni Electromechanical took legal action against the original shareholders of Longxin Technology for breach of contract and sought to recover losses [11].

Core Viewpoint - The increasing number of investor lawsuits related to securities fraud is significantly impacting the capital market, with a notable rise in successful claims and compensation amounts awarded to investors [1][2][3]. Group 1: Investor Lawsuits and Compensation - ST Xintong has reached settlements with multiple individual investors, with a total of 1,768 lawsuits filed and claims amounting to 434 million yuan [1]. - As of April 2024, ST Xintong has received 2,760 investor lawsuits, with expected compensation nearing 400 million yuan [2]. - A total of over 50 billion yuan has been awarded to investors across 45 listed companies in compensation claims since 2020 [6]. Group 2: Legal Framework and Judicial Changes - The introduction of the new Securities Law in 2020 has established a chapter on "Investor Protection," enhancing the legal framework for investor rights and reducing the burden of proof for investors [3][4]. - The 2019 "Nine Civil Guidelines" and the 2022 regulations from the Supreme People's Court have clarified the legal processes for securities fraud cases, facilitating easier access for investors to file lawsuits [3]. Group 3: Role of Regulatory Bodies and Legal Support - The China Securities Investor Services Center (CSISC) has played a crucial role in supporting investor lawsuits, particularly in high-profile cases [9][10]. - The increase in investor lawsuits is attributed to heightened legal awareness among investors, the removal of administrative penalty prerequisites, and increased exposure of fraudulent activities by listed companies [13]. Group 4: Challenges and Considerations in Legal Proceedings - There is a notable discrepancy between the amounts claimed by investors and the compensation awarded by courts, often due to the need to establish a direct causal relationship between the fraud and the investor's losses [7][12]. - The complexity of proving damages in cases of market manipulation and insider trading has resulted in fewer successful claims in these areas compared to securities fraud [13].

Core Viewpoint - The Guangdong High Court has released a white paper on securities false statement infringement cases, highlighting efforts to combat financial fraud and protect investor rights, thereby supporting the high-quality development of the capital market [1]. Group 1: Case Statistics and Trends - From 2022 to 2024, the Guangdong courts concluded 17,515 securities false statement liability disputes, with a 34.7% year-on-year decrease in new first-instance cases in 2024, totaling 111 companies involved [2]. - The majority of the companies sued were in manufacturing (64), followed by information technology (17) and construction (7) [2]. - Of the cases judged, 65 companies were involved, with 52 facing administrative penalties and 7 under criminal proceedings [2]. Group 2: Judicial Innovations and Mechanisms - The Guangdong courts have established a digital litigation service platform and introduced guidelines for a demonstration judgment mechanism in financial trials [2]. - A comprehensive dispute resolution scheme has been implemented, combining non-litigation methods, pre-trial mediation, and parallel case hearings [2][4]. Group 3: Investor Protection and Market Integrity - The white paper emphasizes the importance of protecting investors, particularly small and medium-sized investors, as essential for promoting high-quality capital market development [4]. - The courts have collaborated with regulatory bodies to strengthen accountability across administrative, civil, and criminal dimensions, aiming to deter illegal activities in the capital market [4]. Group 4: Case Example of Violation - A notable case involved a shareholder violating a lock-up commitment after a divorce, leading to a lawsuit where the company sought to recover approximately 51 million yuan from the shareholder for unauthorized stock sales [5]. - The Guangdong High Court ruled that the shareholder must pay 596.4 thousand yuan in profits from the illegal sale, establishing a precedent for calculating illegal gains based on stock price movements [6][8].

Group 1 - The core issue involves a legal dispute stemming from 2019, where the company failed to disclose significant guarantees, related transactions, and litigation matters, leading to administrative penalties from the Sichuan Securities Regulatory Bureau [2] - In August 2024, the Chengdu Intermediate People's Court ruled that the company must compensate 195 plaintiffs a total of 21.75 million yuan, a decision upheld by the Sichuan High Court [3] - The company has recognized this case in its estimated liabilities, indicating that the judgment will not affect current profits, although legal risks remain due to ongoing litigation [2][3] Group 2 - The company recently lifted its risk warning status, changing its stock name from "ST Shengda" back to "Shengda Forestry," following issues related to the controlling shareholder's financial troubles in 2018 [4] - Financially, the company reported a revenue of 733 million yuan and a net profit of approximately 11.99 million yuan in 2024, marking a significant year-on-year increase of 1190.67% [4] - In Q1 2025, the company achieved a revenue of 230 million yuan and a net profit of about 11.37 million yuan, reflecting year-on-year growth of 52.20% and 177.20% respectively [4] - The annual report warns of ongoing legal risks due to historical issues, predicting that significant litigation risks will persist into 2025 [4]