A Study On Disclosure System Of Substantive Connected Transaction Of Listed Company

Connected transaction can be divided into three classess: trivial connected transaction, common connected transaction, and substantive connected transaction. Substantive connected transaction can bring significant influence on a listed company, so the supervisory authorities lay a strong emphasis on it.In world scope, disclosure system is the footstone and principal part of securities supervision system. And the regulation of substantive connected transaction is compulsory disclosure. Many countries and regions have constituted perfect rules on disclosure system of substantive connected transaction. This paper makes a comprehensive study of the subject consulting the practice of legislation and supervision of advanced countries and regions, and proposes some suggestions on it. The paper includes five parts besides preface and summing-up.The preface introduces the background and the purpose of this paper.Part one introduces the theoretical basis of disclosure system of substantive connected transaction. This part explains the definition and characteristics of connected transaction, then analyses the need to apply disclosure system to connected transaction. And give a general description to substantive connected transaction.Part two analyses how to cognize a substantive connected transaction legally. The paper distinguishes between substantive connected transaction and material fact. And then draws some conclusions on the question referring to the specific rules of HongKong SAR.Part three expounds the obligor and the form of disclosure of substantive connected transaction.Part four concentrates on the content of disclosure of substantive connected transaction.Part five disserts the civil liability of the obligor. And give my opinions on the judicial interpretations of Supreme Court.In the summing-up, the author draw the conclusion that China should improve its disclosure system of substantive connected transaction of listed companies, and proposes several specific suggestions in the end.