📖 Standard III(D) — 业绩表述（Performance Presentation）

Ethics Module · Standard II: Integrity of Capital Markets · Comprehensive Case Practice
Coverage: II(A) Material Nonpublic Information (MNPI) + II(B) Market Manipulation

1. Review

Key Concepts Quick Reference:

• Materiality: Information a reasonable investor would consider important
• Nonpublic: Not yet generally disclosed to the market
• Mosaic Theory: Conclusions drawn from aggregating public information + non-material nonpublic information ≠ MNPI, legally usable ✅
• Selective Disclosure: Disclosing information to select parties first → must have signed an NDA, or immediately disclose publicly afterward
• Tipping: Passing MNPI to others → the tipper violates; the tippee also violates if they know the information came from an MNPI source
• Information-Based Manipulation: Disseminating false/misleading information to influence prices
• Transaction-Based Manipulation: Artificially distorting prices through trading behavior (wash trades, matched orders, marking the close, etc.)

2. Comprehensive Case Questions (15 Questions)

Case 1 (Q1–Q3)

Zhang Ming is an equity analyst at ABC Asset Management. During a phone call with the CFO of listed company XYZ, the CFO tells him: "This quarter's revenue will be about 15% below market expectations, but the announcement won't come until next week." Zhang Ming recognizes this as MNPI. After returning to the office, he:

• Tells colleague Li Hua: "Something might happen with XYZ, though I can't say more."
• Opens his personal account and sells his XYZ shares.
• Does nothing with respect to ABC client holdings of XYZ stock.

Q1. Did Zhang Ming's statement to Li Hua violate CFA ethical standards?

A. No, because he did not disclose specific information
B. Yes, because he implied the existence of MNPI and guided behavior
C. No, because Li Hua did not trade XYZ stock
D. Yes, but only if Li Hua actually traded XYZ stock

Q2. Zhang Ming selling XYZ shares in his personal account is:

A. Not a violation, because he did not use company funds
B. A violation — he used MNPI for personal trading
C. Not a violation, because he did not disclose the information to clients
D. A violation, but only because analysts are not allowed to hold individual stocks

Q3. Zhang Ming doing nothing about client-held XYZ shares:

A. Is correct, because he did not use MNPI to influence clients
B. Is correct, because under MNPI doing nothing is better than acting
C. Is incorrect — when in possession of MNPI, he should make best efforts to protect clients
D. Is incorrect — analysts have an obligation to trade for clients at all times

Case 2 (Q4–Q6)

Wang Fang is a VP in the M&A department of DEF Investment Bank. She is involved in an undisclosed merger negotiation (the acquirer is a DEF client). At the gym, her friend Xiao Chen (a hedge fund manager) sees her working late and asks what she's been busy with. Wang Fang says: "Pretty busy, got a big project." Xiao Chen presses: "Which company?" Wang Fang thinks for a moment and says: "Semiconductor sector — you take a guess." Xiao Chen goes back, analyzes all semiconductor listed companies, combines this with DEF Investment Bank's known client relationships, deduces the most likely target, and buys a large amount of call options.

Q4. Did Wang Fang's behavior violate II(A)?

A. No, she did not disclose the company name
B. No, Xiao Chen reached his conclusion through his own analysis
C. Yes, she disclosed information sufficient to narrow the scope = selective disclosure of MNPI
D. Yes, but only if Xiao Chen actually profited

Q5. Is Xiao Chen's behavior legal under the Mosaic Theory?

A. Yes, because he combined public information with his own analysis
B. No, because he received material information from an insider
C. Yes, because Mosaic Theory protects all analytical activities
D. No, but hedge fund managers have an exemption

Q6. If Wang Fang had previously had Xiao Chen sign a non-disclosure agreement:

A. Still a violation — information cannot be shared with any external party
B. Still a violation — NDAs cannot exempt one from II(A)
C. May not violate II(A), as a confidential relationship has been established, but company compliance review is needed
D. Absolutely legal — NDAs provide complete exemption

Case 3 (Q7–Q9)

Liu Qiang is an active user of a stock forum. He holds a large position in Company A and is deeply underwater. He posts a series of messages on the forum claiming: "According to reliable sources, Company A is about to be acquired by an industry leader — target price could double!" These posts gain massive attention, and Company A's stock price rises 20%. Three days later, the acquisition rumor is confirmed false, and the stock price crashes. Investigation reveals Liu Qiang possessed no inside information — he fabricated everything.

Q7. Does Liu Qiang's behavior violate II(B) Market Manipulation?

A. No, freedom of speech is protected by law
B. Yes, he disseminated false information to influence stock price = information-based manipulation
C. No, because he did not actually use inside information
D. Yes, but only if he actually profited

Q8. If Liu Qiang had liquidated his position before posting (no longer holding Company A):

A. Still a violation — market manipulation does not require profit as a condition
B. Not a violation, because he did not profit from it
C. Not a violation — no position means no conflict of interest
D. Depends on whether he intended to drive the price down

Q9. Under the CFA Code and Standards, which of the following also constitutes market manipulation:

A. Publishing a bearish research report on a stock and recommending a sell
B. Placing a large buy order in the last 5 minutes of trading to push up the closing price
C. Heavy short selling due to a bearish view on a stock
D. Posting genuine negative opinions about a company on social media

Case 4 (Q10–Q12)

Chen Dapeng is the chief strategist at GHI Securities. At an exclusive institutional-client-only investment conference, he provides detailed macroeconomic analysis, then mentions: "One retailer we cover, Company J, may surprise the market with its next-quarter same-store sales data — though this is just our speculation based on store visits and credit card data." In fact, the GHI team obtained as-yet-unpublished credit card spending data through special channels, and this data did show Company J's performance significantly exceeding expectations.

Q10. Can Chen Dapeng's "speculation" be protected by the Mosaic Theory?

A. Yes, because he stated it was only speculation
B. Yes, because he provided thorough macroeconomic analysis
C. No, because the team's speculation was built on unpublished credit card data
D. No, simply because closed-door meetings are inherently violations

Q11. Distributing analysis to select clients at a closed-door investment conference:

A. Is absolutely a violation — Standard II(A) requires equal access to information for all clients
B. Is not necessarily a violation — distributing analysis to select clients is permitted as long as it does not contain MNPI
C. Is absolutely compliant — institutional clients have priority
D. Requires sending meeting minutes to all clients 24 hours in advance

Q12. If Chen Dapeng's team indeed used nonpublic credit card data to build their analysis:

A. It is acceptable as long as the final conclusion is packaged in "Mosaic" form
B. The entire team violated II(A) by using MNPI as the basis for analysis
C. Only the team member who actually accessed the data violated
D. It is legal as long as they paid for the data

Case 5 (Q13–Q15)

Chairman Zhao's family office manages approximately RMB 2 billion in assets. One day, Chairman Zhao receives an anonymous email claiming that listed Company K is about to be acquired at a 40% premium. Although he had doubts about the legitimacy of the information source, Chairman Zhao reasoned that even if it were MNPI, an anonymous email cannot be traced for enforcement. He instructed traders to aggressively buy Company K shares. Two weeks later, the acquisition is officially announced, and Chairman Zhao profits approximately RMB 80 million. It is later discovered that the anonymous email came from Company K's CEO's former assistant.

Q13. Chairman Zhao's conduct:

A. Is not a violation — anonymous information cannot be confirmed as MNPI
B. Is a violation — judging by content and source, he should have reasonably suspected it was MNPI but used it anyway
C. Is not a violation — the eventual profit proves his judgment was correct
D. Is a violation, but only if the information is ultimately confirmed as MNPI

Q14. Chairman Zhao's reasoning of "anonymous email cannot be traced" and trading accordingly:

A. Is a reasonable risk assessment
B. Is a serious violation — compliance is not a calculation of "will I get caught"
C. Is permitted gray area under the CFA Code and Standards
D. Depends on the size of the trade

Q15. According to the CFA Code and Standards, the correct approach upon receiving suspected MNPI is:

A. First confirm the truth of the information, then decide whether to trade
B. Consult legal counsel — if not prohibited by law, then trade
C. Immediately halt trading in the relevant securities and seek guidance from the company's compliance department
D. May trade, but must document the information source in detail

3. Answers & Explanations

4. Lesson Summary

💡 Test-Taking Mindset: The criterion for CFA ethics questions is not "did you profit," "did you get caught," or "is it legally prohibited" — but rather did you violate professional ethics and principles. When choosing, always stand on the most conservative and most ethical side.

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