Stock Claim Materials Required: What is the Statute of Limitations? A Guide for Shareholder Rights Protection Is Here!

In recent years, as the regulatory力度 of China’s securities market has continued to strengthen, incidents of listed companies’ information disclosure violations have frequently been exposed, leading to an increase in investors’ rights protection and compensation demands.

In 2022, the Supreme People’s Court issued the “Provisions on the Trial of Civil Compensation Cases for Securities Market False Statements,” further完善 the civil compensation system for false statements in securities, providing clearer legal basis for investors’ rights protection. However, in practice, many investors still face confusion on key issues such as the claims process, burden of proof, loss calculation, and more: What materials are needed? Can full compensation be obtained? How is the statute of limitations calculated? Does clearing stocks affect eligibility for claims? These questions directly impact investors’ decisions and actual compensation outcomes.

To address these issues, our reporter interviewed Lawyer Xu Yuehui, head of the Securities Department at Guangdong Huanyu Jingmao Law Firm, who provided a detailed interpretation of stock claim conditions, key process points, and注意事项, aiming to offer practical guidance for investors.

Beijing News Shell Finance Reporter: Under what circumstances can stock losses be claimed?

Xu Yuehui: When a listed company commits securities false statements that cause investor losses, investors can file a lawsuit in court to seek compensation from the company. Simply put, if the company lies publicly or fails to disclose information it should, leading investors to make wrong buy or sell decisions based on falsehoods or ignorance.

According to Article 85 of the Securities Law of the People’s Republic of China and related judicial regulations, common types of false statements include: false records,重大遗漏, and misleading statements.

Beijing News Shell Finance Reporter: What materials do investors need to submit to the court when making a claim?

Xu Yuehui: Investors can choose to submit materials themselves or委托律师 to the court.

If choosing to委托律师, first, investors need to, under professional legal guidance, submit reconciliation statements (such as shareholding records) that meet the claim range, which will be judged by the lawyer for initial eligibility. Second, sign and submit代理合同,委托书, and complaint documents. Third, wait for case filing: the lawyer submits materials to the court, which reviews and accepts the case, then proceeds with subsequent arrangements.

Beijing News Shell Finance Reporter: Why is the claim amount not based on the investor’s actual loss?

Xu Yuehui: According to court regulations, when hearing such cases, the court will依法剔除 caused losses due to false statements, such as industry indices and market factors. If the stock price drops abnormally while the overall market and industry are also declining abnormally, that部分损失 may be认定为系统性风险 (market-wide reasons), and should be deducted from the claim amount.

Beijing News Shell Finance Reporter: After a company is disclosed for violations, does clearing stocks affect claim eligibility?

Xu Yuehui: Whether clearing stocks after a company’s violation disclosure affects claim eligibility depends on whether the sale (清仓) occurred after the legally defined “disclosure date or correction date.” If after the disclosure or correction date, it does not影响 claim eligibility, but可能会影响 the claim amount.

If an investor bought before the false statement was disclosed and sold after the disclosure but before the基准日, the loss eligible for claim is the difference in investment value (calculated by moving weighted average method), which is usually less than the actual loss.

Investors who hold stocks bought before the false statement disclosure can still claim. When calculating compensation, law sets a基准日 (usually the date when turnover reaches 100% after disclosure or the third trading day after disclosure), to determine losses.

Beijing News Shell Finance Reporter: If a listed company does not fulfill the judgment and refuses to pay, how is it handled?

Xu Yuehui: If the company does not voluntarily comply with the effective judgment, we can apply for enforcement through the first-instance court. At that stage, enforcement officers will freeze the company’s accounts, real estate, and other assets, with enforcement costs borne by the company.

Beijing News Shell Finance Reporter: What is the statute of limitations? Will the lack of a judgment after the deadline affect the claim?

Xu Yuehui: The statute of limitations is a legal期限设定 for investors’ rights protection actions. Once expired, investors are considered to have自动放弃 their rights. The statute of limitations for securities false statement claims is three years from the date the company’s违规行为 is disclosed. After the deadline, lawsuits can still be filed, but if the defendant raises the defense of “timed out,” the court will dismiss the claim, and ultimately, no compensation can be obtained.

Beijing News Shell Finance Reporter Yan Xia, Editor Chen Li, Proofreader Liu Jun