Research On The Information Disclosure System Of Unlisted Public Companies

With the introduction of unlisted public company regulatory approach and itssupporting rules, unlisted public company status has finally been recognized by the law,the three new board listed company’s shares can be freely transferred legally in thefuture, liquidity of the Shares has been increasing unprecedently, which have meeturgent financing needs of these enterprises. For small-scale non-listed public companies,the securities trading is far less than the listed companies, too much disclosurerequirements would increase excessive financial burden, which are neither science nornecessary. Unlisted public company’s information disclosure system should take fullaccount of their uniqueness and develop toward the direction of strengthening theoverall self-regulation, simplifying the listing procedures, reducing the mandatorydisclosure and encouraging self-disclosure. At the same time, the recognition of theunique risks and violations of monitoring can’t slacking off. For these purposes, theauthor try to comb the existing system of non-listed public company disclosure and putforward improvement suggestions on the foundation of research on Anglo-Americansystem.The paper is consist of introduction and text. In the introduction, the paper beginswith the analysis the causes of US financial crisis, which underlines the importance ofimproving financial supervision and information disclosure system in the capitalmarket.In this paper, the author discuss the problems should focused on in the proceduresof establishing disclosure system via comparing the differences of unlisted publiccompanies and listed companies. The text of the paper consist of five parts.In the first part, the author discuss the characteristics of public company,characteristics and development history of the OTC market, and mainly on developmentof three new board market and the major trading patterns from the perspective of theconcept of non-listed public companies. This chapter summed up the definition ofnon-listed public companies, classification, major sources and analyzed the mainproblems in the development of non-listed public companies.The second part from the information asymmetry model and the efficient markethypothesis start to discuss the necessity and significance of the establishment of mandatory information disclosure system, the chapter also introduces the concept ofinformation disclosure system, principle, subject, object, content and conduct researchto pave the way for the later.The third chapter set about from the Anglo-American system of disclosure,discusses multistage roads development of bilateral OTC market, examines the contentsof the system of the two countries for the first time publicly and continuously. Theauthor underlined on different levels of rules specific to the OTC market, informationdisclosure exemptions, self-regulation, and accordingly summarize the main features offoreign non-listed public company information disclosure system.The forth part combs national rules on disclosure before listing, directed issue,periodic disclosure, interim report of SME equity listing agent system. This chapter theauthor focus on the format and content of the public transfer instructions and forms ofinformation disclosure,Finally, this part elaborates the liability issues of related disclosure obligations.The last chapter discuss the defects of the present disclosure system firstly, such astoo heavy disclosure burden on new listing company, the disclosure docking system hasnot been established between the before listed audit and after listed disclosure,inadequate disclosure of risk matters, immature legal accountability mechanisms, lackof self-regulatory measures. Based on foreign experience and the results of the previousinvestigation on the domestic, the author put forward to establish disclosure graceperiod, improve risk disclosures, enhance disclosure of the listed risk matters, improvethe system of civil trial and establish a diversified dispute settlement mechanism.The conclusion part summarize the main theme of the paper and analyze theshortcomings of this article.