Chinese Companies Listed Overseas Disclosure Of Information And Legal Supervision

In any country, disclosure is the cornerstone of Securities Regulation. For disclosure is the most important mechanism for the maintenance of the creditability of securities market and only full disclosure can achieve the effectiveness of securities market. If there is no regulatory system to guarantee that every investor can get enough information relate to the value of securities, all kinds of immoral and evil things will appear in the securities market. The continuous emergence of fraud, misleading and insider trading will make investors lose their belief on the securities market. Just like what Samuel Johnson said: At the place where secret or mystery begins corruption and fraud are not far from us. If information is kept secret peoples' distrust will increase. When the securities market loses investor's belief, it loses the vitality for its existence and development at the same time.Disclosure is more important for international offering of securities, at the same time to realize full, authentic, exact and timely disclosure is more difficult. Because the issuer and investor are in different countries or territories, the distance, the differences of legal system and culture all make it very difficult for the exchange of information and the supervision of disclosure. Great interspaces are left for fraud, misleading and insider trading. So we must survey the current securities regulations whose regulatory object is mainly domestic offering with internationalized sight. The asymmetry in securities market become more serious under the condition of international offering, solely depend on domestic economic law we cannot cope with the complex circumstance, so we must turn to international economic law. As in many other fields that are regulate by international economic law, in the field of international offering of securities, the task of international economic law is also not only solve the externalproblems but also close the difference of system between different countries and harmonize the conflicts of behalf.It is known that there are various problems in the legal system of corporation and securities of our country, but for the international offering of securities there are more loopholes in the law. So the events of illegal disclosure continually occur. This thesis analyzed the problems occurred in the disclosure of the corporation of our country in the process of securities international offering in details and put forward some propositions for the strengthening and improving of supervision. This article is composed of three parts as below:Part one: The status of the legal system of disclosure for the international offering of Chinese companies. At first the author introduced the theoretic basis of disclosure and two main modes of disclosure regulation in the world. They are Full Disclosure Mode and Substantive Regulation Mode. Then author introduced the current domestic regulations of disclosure for the international offering of Chinese companies in details and analyzed the characteristics of these regulations. At last the legal system of disclosure of Hong Kong and USA, which are the main places for the international offering of Chinese corporations, are presented.Part two: The problems occur in the disclosure of international issuer of China and the cause of formation of such problems. At first the problems were summarize. They are: falsehood and fraud during the process of offering and listing; procrastination, incompletion, inaccuracy, falsehood in continuous disclosure; the distortion of information when companies make offering both inland and overseas. Then the author made an in-depth analysis on the causations of such problems. They are: the deficiency of channels for the communication of information, the conflicts of behalf between the domicile country of issuer and the country in which securities were listed, the limitation of the legal system of securities in our country.Part three: The strengthening and improving of the legal supervision of disclosure. The author thinks that perfect le...