Abstract: The voluntary information disclosure system allows and encourages disclosure obligors to voluntarily disclose information beyond the mandatory disclosures required by law, as such information is relevant to investors' value judgment and investment decision-making. The materiality of securities information serves as the dividing line between mandatory and voluntary information disclosure. Due to changes in social environment, market development, and securities regulatory objectives, mandatory and voluntary disclosure obligations may interconvert. Voluntary disclosure obligators should not only comply with the same behavioral norms as those of mandatory disclosure obligators but also adhere to special norms to avoid conflicts with mandatory disclosure obligations, prevent the misleading of investors, and refrain from improper conduct. Obligors should bear corresponding administrative liability for illegal acts in voluntary information disclosure. If defects in voluntary disclosure constitute misrepresentation due to materiality, obligors shall bear civil liability. Regarding the safe harbor rule for forward-looking information, the scope of exempted subjects should be expanded, and the criteria of materiality and those of material deviation should be applied respectively to distinguish between historical information, which is the premise of forward-looking information, and the false situation of purely predictive content. 

Key Words: information disclosure, misrepresentation, materiality, forward-looking information, safe harbor rule

Author: CHEN Jie, research fellow, CASS Institute of Law;

Source: 3 (2025) Chinese Journal of Law.