| In recent years,although the Securities regulator based on the information needs of investors and revised the relevant listed company information disclosure system.But on the whole,focus on regulation needs,emphasizes the information disclosure of the true,accurate and complete,emphasizes the of issues legal compliance,and the company's core superiorities,lack the future development of investment decision-making type information required.In information disclosure regulation under the background of Afterwards,as the market gradually improve,gradually market organization mature,establish a fully meet the demand of investors information(for simplicity's sake,the following text content expressed as "based on investors")of the information disclosure system has had the objective basis.At the same time,the revised "Securities law" and relevant administrative rules for investors of sound information disclosure system provides a good opportunity and legal basis.Therefore,based on meet the demand of investors information,from the legal Angle of view of information disclosure rules to improve the comprehensive review and revision,has become an important issue of the construction of the information disclosure system.In addition to the introduction,this paper is divided into five chapters.The first chapter,first of all,from faith obligation of information disclosure and efficiency considerations,the basic theory of why delves into the information disclosure must be based on investors rather than guided by regulators.On this basis,the Second chapter tries to establish an investor oriented macro analysis framework of information disclosure,in order to provide guidelines on revision of the Current system.Chapters 3 and 4,respectively,to study the mandatory disclosure and voluntary information disclosure system,mainly adopt the method of empirical study,summarize combing existing problems and puts forward corresponding Suggestions for improvement.The fifth chapter discusses information disclosure supervision of the new type of civil liability system configuration and some strong and the purpose is for investors to guide the smooth implementation of information disclosure system to provide legal protection.In this paper,the main content is as follows:The first chapter is "the listed company information disclosure system of legal theory and logic".This chapter is not on the basis of an analysis of the Securities law to form the development of the information disclosure system,but choose another logical route is from investors in the perspective of the change of information disclosure in the legal relationship between the main body status shall be discussed in this paper.Believe that investors' status has experienced from the "creditor" to the "shareholders" and then to the evolution of the "investors",the degree of legal protection as right subject gradually improve."Creditors" by the law of contract fraud within the framework of the principle of regulation,the company has not obligation to disclose information;The "shareholders" as was seen as "residual claims" and so on the directors' duty of faith,the company must be disclosed to the limited information;As the Securities law under the view of "investors",based on faith obligations and efficiency under the perspective of law and economics theory,the company fully disclose to its effective information of legal obligation.Therefore,based on the information disclosure system to solve the problem of asymmetric information inevitably is investor oriented,rather than as stakeholders more not guided by regulators.The Second chapter is "the listed company information disclosure system of the legal framework".The lack of a clear legal framework may be the root of all the current information disclosure system problem in China.Make investors oriented information disclosure system,your first consideration should not is how do individual concrete system design but from the macro level to establish a clear legal framework,the disclosure of the concept,the principle of disclosure,the information disclosure system of legal relation between components and the overall characteristics of the basic problems such as defining.Disclosure of concepts,because our country Securities market has reached the weak effective or weak effective features already began to emerge,have established investors the information disclosure system of the market conditions;At the same time,along with the development of institutional investors and ordinary investors increasingly mature,and listed companies affiliated industry increasingly diversified,business model,etc,have established investors information disclosure system of main body condition and objective basis,so the disclosure idea should from based on regulators and to investors.Disclosure principle,investors still guide the disclosure of the information disclosure system principle for true,accurate,complete,timely and fair,but the corresponding principle connotation of more rich,denotation more widespread,it is the embodiment of investors oriented concept in disclosure principle.Specifically,authenticity is not only refers to the objective facts of disclosure of information,also including on the basis of the facts to make judgments and opinions,to do reflect objective conditions.Accuracy refers to the disclosure of information should be used in clear and fitting language and concise,easy-to-read text,and shall not contain any publicity,advertising,compliment or exaggerate such as words,can not have misleading statements.Relative predictive information released by the company and other company information such as the future operating and financial conditions,should be reasonable,careful,objective.Integrity refers to the significant standard,both mandatory disclosure and voluntary information disclosure,content should be complete,documents ready,format conforms to specified requirements.Timeliness refers to the disclosure of all major information within a prescribed time limit,especially soft information disclosure,in both to protect the interests of the company business and investors' right to know the disclosure of the premise to choose a suitable point.Fairness stresses equal treatment for institutional investors and ordinary investors,make sure that they can get the same information equally,shall not privately to a particular object separately disclosed or leaked in advance.Information disclosure aspects of legal relationship of right subject,emphasizing the legal status and role of small and medium-sized investors to highlight,strive to meet their information needs;Compulsory subject,deems the expansion,the company controlling shareholders,actual controllers,large shareholders,bankruptcy reorganization process manager,such as included in the scope,in order to provide more comprehensive and effective information;Disclosure content aspect,by investigating the historical evolution process of an important standard,think information disclosure content focus with disclosure policy,the disclosure of environmental changes and investors to the demands of reality,presents the expanding trend,fully meet the demand of investors' decision-making information;Legal responsibilities,briefly to revise the analysis of the legal liability framework,focus shall be discussed in chapter 5.According to the principle of the disclosure theory and investors oriented information disclosure system shall be disclosed in the overall consideration the parties to the main body responsibility,cost-benefit comparison and legal responsibility,etc,on the basis of various factors,forming a compatible demands different stakeholders and information demand content system of rules.Reflect on the information disclosure system design,should reflect the difference of the information disclosure content of mandatory disclosure and voluntary disclosure complementarity,starting and continuous disclosure disclosure exception exemption of comprehensive and specific information disclosure content and pay attention to the external credit promotion measures etc.Characteristics.The third chapter is "the legal regulating of the mandatory information disclosure of listed companies".This chapter first discusses the basic issues of mandatory information disclosure system,namely to disclose what and how to disclose.To disclose what problem,need think as investors make investment decision is about what is the value of the company as a whole information,the information needed to make business decisions with the company's management has a homogeneous,so the disclosure practice can use the information needed to run the decision-making management as the standard disclosure of specific guidance.To the problem of how to disclose or disclosure mode believe compulsory disclosure should be rational allocation of hard and soft information content;The defendant unified standardized disclosure;For simplicity.On this basis,respectively is the starting system of information disclosure is mainly a prospectus,disclosure on a regular basis are mainly the annual report disclosure,temporary are mostly confidentiality major contracts,clarification announcement discussed in detail.First of all,about the legal regulating of the prospectus.The prospectus is a legal document,disclosure must be truthful,accurate and complete,and in order to avoid the legal responsibility the issuer shall also disclose the release contains all of the risk;Sales documents,is also a need to highlight of Securities issue attracting investors purchase depth excavation,promotional marketing.In mature markets mainly the three models and the main content of the regulation for the prospectus to compare the differences and similarities,after summarize the current problems in the prospectus,and on the basis of the empirical case comparison and analysis,put forward the optimization of structure,reduce the compliance the logic of information disclosure,improve industry,improve the divisions disclosure guidelines such as concrete Suggestions.Second,about the legal regulating of the annual report.On the contents and formats of annual reports has 15 times revised on the basis of empirical research,that compared with the prospectus of the annual report to simplify,shall provide a foothold in this year's incremental information;Compared with other continuous disclosure documents and shall make a detailed,focuses on the disclosure of important matters this year has been or is happening or trading.As a carrier for collection information of the annual report is an extension of the disclosure of information of other carrier and confirmation.On its legal position,this paper analyzes the current problems that exist in the annual report regulation,and put forward a clear relationship between accounting standards to develop power and supervision power,emphasize the company disclosed individuation,to coordinate the company's financial and non-financial information disclosure and so on concrete Suggestions.Finally,about the legal regulating of the interim report.By investigating the development history of temporary disclosure system and analyses its characteristics,after that the disclosure of the interim report location should be pay more attention to the "three highs",namely the timeliness of fairness demands higher and significant standard higher and justice to protect investors and maintain the appropriate balance between market efficiency requirements are higher.In comparative analysis of the main mature markets regulation for a temporary report way and decision procedures,the Suggestions to consummate the disclosure project list mode,major information shall be decided by the listed company,but stock exchange reserves the right to claim to disclose the specific Suggestions.In addition,the Section of two kinds of typical interim report,the major contract confidentiality and clarification announcement detailed analysis,and according to the features of information disclosure put forward the corresponding perfecting suggestion.The fourth chapter is "the legal regulating of the voluntary information disclosure of listed companies".This chapter first discusses the basic problem of voluntary information disclosure system,the disclosure of positioning and disclosure procedures and disclosure standards.Think of voluntary information disclosure shall be from the perspective of management operation management company decide to disclose the content,to pay special attention to disclose interplay between mandatory disclosure and voluntary disclosure.Company shall,in accordance with the principle of reliability,relevance,relevance,persistent to identify important success factors,to promote its successful strategies and plans,etc.After the five steps to voluntary disclosure.Although voluntary disclosure of information is voluntary,but also must carry on the corresponding rules and regulations.Empirical analysis on the legal text and disclosure practices,on the basis of whether voluntary disclosure shall conform to the whether the material standard and shall have the obligation to update problem are discussed in this paper.For the former,that significant divided into legal significant and identified significant,voluntary disclosure of information should not be the root of the information redundancy and shall be under the significant standard provide valuable information.In the latter case,update the obligation shall exclude the application of the historical facts,only in the open files or statement to predict prospective information,to better balance the interests between different subjects.On the basis of above analysis,puts forward the reasonable definition of mandatory disclosure and voluntary disclosure of specific projects,the company should establish voluntary information disclosure evaluation mechanism,stock exchange,formulate specific information disclosure guidelines,etc.Specific recommendations.In addition,this chapter finally in the profit forecast,for example,first analysis in more mature markets regulation mode,then in the Chinese stock issue,such as the material assets reorganization,continuous disclosure three profit forecast on the basis of empirical analysis,put forward to develop predictive financial information generated disclosure guidelines,strengthen the audit of voluntary information disclosure,transformation of the mode of regulation,etc.Specific Suggestions.The fifth chapter is "information disclosure supervision configuration and build civil liability system.In order to guarantee the information disclosure system of the implementation of the investors,first of all to the CSRC and the stock exchange of information disclosure supervision was divided reasonably.For starting and continuous information disclosure disclosure supervision configuration after detailed analysis,think that the administrative regulation of information disclosure is mainly defined information disclosure obligation subject and its need to perform the scope of information disclosure obligation,as for the specific requirements for the disclosure of information disclosure,such as in what way and what content should be by the stock exchange management.Second,reconstruct the false statement civil liability system.In to the relevant provisions of false statement civil liability at present in our country based on the analysis of the law,from the perspective of investor protection,discusses the Securities holders whether should can be used as the subjects of right,duty and in minor actor legal problems,such as proportion,joint and several liability,or liability,and puts forward concrete Suggestions on provisions.Finally,given the poor performance of our country false statement civil compensation lawsuit,first discusses the necessity of civil mediation in the false statement case applicable and relevant system design,after an empirical analysis on three upfront compensation case,on the basis of thorough discusses the early claims of power,the compensation amount calculation,validity and other issues,and put forward the advance of the compensation system and the detailed rules shall apply. |
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