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Study On The Information Disclosure Of Connected Transactions System

Posted on:2010-05-14Degree:MasterType:Thesis
Country:ChinaCandidate:M R ZhaoFull Text:PDF
GTID:2166360275460811Subject:Civil and Commercial Law
Abstract/Summary:PDF Full Text Request
Connected transactions are referring to the transfer of resources,services or obligations between connected parts.Because connected transactions has the advantage and disadvantage also has great influence to economic and social life,there is necessary to adjust and regulate it on the legal aspect,we can not simply prohibit,but also should not let it develop freely.The information disclosure of connected transactions of listed companies is an effective means to regulate the connected transaction..The only way to solve the asymmetric information problem between connected part and small investors,protect the interests of investors, safeguard the stability of the stock market,is disclose the information of connected transaction on accurately,timely and adequately.In this paper,the requirements,the main body,content and the form of the information disclosure of connected transactions are introduced in detail from the accounting and law,on the basis of definition of the connected parts and connected transactions.Then,analyzed the present situation of information disclosure of connected transactions of listed companies in my country,in view of the problem of the information disclosure of connected transactions of listed company in our country that it is the confusion of the scope determine and the uncompleted and untrue disclosure of information;analyzed the reason of the problem; research the specific measures to regulated the information disclosure of connected transactions in our country,from the three major aspects that there are the improvement of legislation,the increased strength of supervisor and the improvement of the civil compensation responsibility.Besides foreword this paper is divided into three parts.Part one is to introduce the fundamental theories of connected transaction.The definition of connected part and connected transaction is the basic of the research of informational disclosure to connected transaction.Through the comparison between our country and other developed countries,Consider the definition of related parties should adopt the "acting person" concept:in addition to co-buy and hold shares of a listed company,but also through a written agreement,reached a tacit understanding other arrangements,to take concerted action of a control stake in a listed company or its stock price manipulation of actors.Connected transactions are referring to the transfer of resources,services or obligations between connected parts,regardless of whether the price charged.Connected transactions have the following characteristics:the hidden nature and the diversity of its manifestations,on the legal status of the transaction equal and unequal in essence,trading in a conflict of interest exist,exist objectively the risk of a departure from the principle of fairness. Following this,the author researched focused on the theories of the characteristic of connected transaction,at last part focuses on the significance of the disclosure of information to imply the important for connected transaction.:it can be able to allocate financial resources rationally and protect the interests of investors conductively,especially to small and medium-sized investors,it can also construct the credit system of the stock market.Part two is to introduce the architecture of the information disclosure of connected transactions system,which included the principle,subject,content and form of the information disclosure of connected transactions.Firstly,I introduced the principle of the information disclosure of connected transactions,it include in addition to the general principle of the disclosure of information such as authenticity,accuracy,completeness,timeliness, fairness principle,and have their specific principles,that is,substance over form,the unity, the importance and exceptions principle;Secondly,I introduce the subject of the information disclosure of connected transactions,which included listed issuers;directors of listed issuers, executives and controlling shareholder;independent director,professional intermediaries and their staff.;thirdly,I introduced the content of the information disclosure of connected transactions,Generally include the following aspect:connected relationship,transaction type and amount,transaction pricing policy and pricing base,the purpose of the transaction and the impact on listed companies,the views of independent directors and the major report of the intermediaries and so on;lastly,I introduced the form of the disclosure of information to connected transaction,which include the disclosure of the issue of stock and instant disclosure. The former through the issuance of the declaration and prospectus materials listed publicly committed to working with the book listed on the form of disclosure of related party transactions;and the latter through the annual reports,interim reports and the special circumstances of the interim report published information related party transactions.Part three on the base of the analysis of the the analysis of the listed companies connected transactions information disclosure system in our country,I put forward measures to improve the information disclosure of connected transactions system.At present,the problems about China's listed companies connected transactions information disclosure system party transactions are as follows:the chaos about connected parts determination,do not disclose the information of connected transactions fully,information disclosure of connected transactions y transactions is not true.The reasons for these problems,first,listed companies have the illegal motive,For the pursuit of profit maximization,deliberate disclosure of information in the omission,concealment or distortion of accounting information,second,Listed companies do not fully recognize the concept of connected relationship and connected transactions,did not disclose all elements of connected transactions completely;third,a lack of comprehensive laws and regulations to regulate connected transactions,especiallu lack of high-level and systematic legal norms to regulate listed companies connected transactions,fourth,inadequate supervision by the SCRC and the Stock Exchange,fifth,part Professional intermediaries are lack of self-agency,violated professional ethics and made fake accounting,give false proof.On this five big questions,I explore the following measures about improving information disclosure system of our country's listed companies:On the legislative field,based on the problem of the existing laws and regulations,"Securities Law" and "Accounting Standards",put forward some measures about consummating the existing laws and regulations of connected transactions information disclosure;On the Supervision field,I believe that supervision should be intensified,To strengthen the securities regulatory and stock exchange regulation of connected transactions, at the same time,strengthen the CPA's audit efforts,Finally in regard to responsebility,For the illegal information disclosure,The is a need to strengthen our country's civil legislation, improve the civil liability regime for False statements.
Keywords/Search Tags:Listed company, Connected transaction, Connected part, Disclosure of information
PDF Full Text Request
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