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Research On The System Of Information Disclosure By Listed Companies About Related Transactions

Posted on:2010-05-08Degree:MasterType:Thesis
Country:ChinaCandidate:M L LinFull Text:PDF
GTID:2166360275460923Subject:Commercial Laws
Abstract/Summary:PDF Full Text Request
Related transactions of listed companies in a wide range exist in day-to-day operations, but improper related transactions damage the interests of a large number of investors. If a listed company doesn't disclose about the rules in accordance with the relevant information, related parties will be able to easily transfer benefits associated transactions, which may cause serious damage to the securities market order, impair the interests of securities investors. Therefore, the strengthening of the listed companies to disclose information related transactions supervision, to protect the legitimate rights and interests of our investors, improve the operational efficiency of capital markets, and safeguard the prosperity and stability of securities markets are of great significance. In recent years, the impact of this article from the larger into the two cases of related transactions that related transactions of listed companies of the universality of the phenomenon, followed by an analysis of listed companies to disclose information related transactions of the system theory, analysis of China's legislation on the issue of norms, visit my country listed disclosure of related transactions the companies information system implementation, and finally made on the basis of related transactions of listed companies to improve information disclosure system.After the introduction, this article is divided into four parts:Partâ… , The theoretical analysis of information disclosure by listed companies about related transactions. Affiliated enterprises is conducive to the existence of large-scale socialized production and the rapid development of commodity economy, and also has the advantage of lower transaction costs, so inevitably linked the existence of transactions in the future economic development. But market transactions are related transactions of a double-edged sword, somewhat inadvertently, may be of listed companies, shareholders, creditors and the country harm. Related transactions of listed companies to disclose information to the monitoring can be effective in protecting the legitimacy of related transactions to prevent harm. To play an active role in related transactions to protect the interests of investors, optimal allocation of financial resources, information the disclosure of related transactions are designed to function of the system. Securities market in order to enable the parties to better evaluate the information the user of the actual operating capacity of enterprises and by the impact of related transactions of listed companies to disclose information related transactions to be followed except when the true, accurate and complete disclosure of information common to the three principle, but also should adhere to the disclosure of important information, clearly disclose the main, focus on the substance of and adhere to the principle of appropriate exceptions.Partâ…¡, Normative analysis of information disclosure by listed companies about related transactions. At present, our country, regardless of the "Company Law" or "Securities Act" disclosure of information about related transactions are not clearly defined, the "Company Law" provides a very fragmented, "Securities Act" provisions are too principle, the Ministry of Finance issued "Accounting guidelines", the CSRC issued "Information of listed companies to disclose management practices", "Public Offering implementation details of the company to disclose information "as well as disclosure of information content and format guidelines for disclosure of information while there is more detailed and specific provisions, but these documents not only the effectiveness of the lower level, and the same content, there are many problems in itself. New "Company Law" to amend the information the disclosure of related transactions in the system only in the form of information disclosure of related transactions and the two aspects of internal decision-making. "Securities Act" relating to the disclosure of information include the principles of disclosure of information, the main, means and responsibilities. Department regulations issued by the Ministry of Finance while the disclosure of information on related transactions in more detail the provisions, but there are a lot of same problem. The provisions of the SFC would be too complicated, nor between the formation of the system.Partâ…¢, Related transactions of listed companies in China to implement the information disclosure system inspection problem. Exposed by the implementation of the main issues are: understanding the concept of related parties of the existence of bias, deliberately concealing related transactions, the contents of the disclosure of related transactions will not be comprehensive and timely disclosure of information. Understand the concept of related parties so that the deviation in the information disclosure of listed companies during the relationship and not to the disclosure of related transactions, related transactions is deliberately holding back a pro-active disclosure of information in violation of mandatory provisions of the act, which disclosure is not full so that the use of information those who did not have the benefits associated with their own information, the disclosure of information is not timely as the final outcome of the general non-disclosure. These problems seriously affected the normal operation of China's securities market, so that all related transactions and improper act, and ultimately harm a listed company, the interests of shareholders and creditors.Partâ…£, The improvement of the disclose system by listed companies about related transactions. According to information the disclosure of the specific requirements of the process, from the main body, the way the content and time to explore four areas, which made our country to improve listed companies to disclose information related transactions system. Clear disclosure of the principal obligation is to determine the related transactions of listed companies in the whole process - related transactions took place before and after the completion of the ongoing, with this information exchanges involved in the subject of disclosure obligations. Listed companies to disclose information related transactions should include the main listed companies, listed companies and directors, supervisors, senior management and controlling shareholders, independent directors, professional intermediaries and their staff. According to the timeliness of information disclosure, information disclosure and content of the different procedures can be divided into the disclosure of related transactions real-time disclosure of information and regular disclosure of two categories. Disclosure of related transactions of real-time system information is from the disclosure requirements in time. Basic securities laws our country has developed from the open system of regular stock market, and has formed a more perfect system. Include regular disclosure prospectus listed instructions, annual reports, interim reports and quarterly reports. Disclosure of information should be included in the content of relationship, relevance and benefits of the specific details of related transactions. Relationship is the existence of related transactions has the premise of the disclosure of related transactions is the most basic relationship of the disclosure. Relations and related benefits associated with them own internal relations, that is the basis of the former is the latter, and at various meetings on the company's disclosure, but also the pursuit of direct benefits associated disclosure. In addition to related transactions and the associated benefits to prevent the disclosure of improper transactions, the disclosure of the contents of related transactions can be intuitive and easy to determine the legitimacy of the content of related transactions and disclosure requirements, easy to make improper related party scruples the contents of the disclosure of related transactions possible impact, so do not try or less related to improper trading. Information the disclosure of related transactions of the significance of the most fundamental is to prevent fraud and improper, and therefore must be carefully select the timing. Information the disclosure of related transactions, should be associated not only after the completion of the transaction, the more important thing is to happen in the related transactions carried out before and during.
Keywords/Search Tags:Related Transactions, Information Disclosure, Related parties, Associated benefits, Listed Company
PDF Full Text Request
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