Nanwei Software under investigation for disclosure violations; controlling shareholder front-runs share sale—what should investors do?

On the evening of July 10, Nanwei Software (SHA: 603636) announced that it had received a Notice of Case Filing from the China Securities Regulatory Commission (CSRC) on the same day, indicating the company is under investigation for suspected violations of information disclosure regulations. The company stated it will fully cooperate with the investigation and that its operations remain normal. However, the announcement did not specify the reasons for the investigation, drawing significant market attention to the exact nature of the alleged disclosure violations.

Disclosure Concern: RMB 223 Million Advance Payment and Related-Party Risk

According to Nanwei Software's 2025 annual report, the company made a prepayment of RMB 223 million to Beijing Yunruan Shuzhi Technology Co., Ltd. for the Beijing Intelligent Computing Center project—a payment that has drawn significant attention from auditors. Independent investigations reveal that Beijing Yunruan and companies within the 'Wanshi Group,' controlled by actual controller Wu Zhixiong, exhibit extensive overlaps across multiple dimensions, including personnel appointments, contact phone numbers, registered addresses, and email domains.

From the perspective of disclosure compliance, even if no explicit affiliate relationship has been formally identified in business registration records, the multi-dimensional overlaps described above raise reasonable suspicion of a 'de facto affiliation.' The listed company is therefore obligated to proactively disclose or clarify this matter. Nanwei Software’s complete silence on the issue constitutes a suspected violation of its disclosure obligations under the Securities Law and amounts to a material omission-type false statement.

Can shareholders seek compensation? The law is crystal clear!

Article 85 of the Securities Law and relevant judicial interpretations issued by China’s Supreme People’s Court explicitly stipulate that listed companies must compensate investors for losses caused by false statements. Nanwei Software’s concealment of the affiliation concerns surrounding the RMB 223 million prepayment涉嫌 constitutes a false statement. According to attorney Shen Tao, who specializes in securities market false statement liability claims, such disclosure violations by listed companies severely infringe upon the rights of retail investors. Should the China Securities Regulatory Commission (CSRC) confirm the company’s disclosure misconduct through investigation, affected investors may demand compensation from the company pursuant to the Securities Law and the Supreme People’s Court’s judicial interpretations. Attorney Shen’s team is currently accepting investor inquiries and claim registrations via WeChat (yingke268). Shareholder rights protection efforts have commenced, and affected investors are encouraged to contact the legal team for further details.

Actual Controller Rushes to Sell Shares

On June 23, actual controller Wu Zhixiong announced plans to sell up to 3% of his shares, citing reasons as 'reducing pledge ratios and personal funding needs.' Just 17 days later, on July 10, the CSRC issued its investigation notice. This timing inevitably raises suspicions. Over 60,000 shareholders are now holding losing positions while watching the actual controller exit before the official investigation—how can investors possibly maintain confidence in the company’s future?

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