On Information Disclosure System Of Listed Company's Material Asset Restructuring

Major asset restructuring is a kind of asset trading behavior in the daily operation of listed companies.Typically,the listed company and its affiliates in the purchase,sale of assets or other ways to achieve a certain proportion of asset transactions,it constitutes a major asset restructuring.Major asset restructuring can not only promote the optimal allocation of capital market resources,but also provide a means for the expansion of listed companies.The major asset restructuring of listed companies,capital,business and other matters may change,it is important that major asset restructuring will have a significant impact on the value of listed companies,often lead to the company's stock price volatility.The active participation of the majority of investors on the development of the securities market,so the effective protection of the rights and interests of the majority of investors will play an important role in the stable development of China's securities market.When the listed company's major asset restructuring,investors mainly based on the information to decide whether to buy and hold shares of the company,the disclosure of information including the number and size of the listed company's capital,asset quality,management strategy,financial status,composition of shareholders.Therefore,in order to ensure that the major asset restructuring transactions of listed companies equity and justice,the body of the information disclosure must be in accordance with the relevant provisions of the information disclosure system of the real,timely,accurate and comprehensive disclosure of relevant information.Information disclosure system is one of the important systems in securities law,and it is also the basis of securities issuance and trading.It also plays an important role in the reorganization of major assets of listed companies.At present,China has formed the "Company Law","Securities Law","Anti-monopoly Law" and other laws,"listed companies major asset restructuring management approach"(hereinafter referred to as "management approach"),"listed company information disclosure Management system ","listed company acquisition management approach "and other laws as the main body,as well as the stock exchange to develop a series of self-regulatory documents to supplement a set of information disclosure system.The introduction of the "Management Measures"(2014)provides institutional support for the disclosure of information in major asset reorganizations.Chapter 5 specializes in the management of major asset restructuring information.However,there are still some problems in the information disclosure system of major asset reorganization,such as the lack of the subject of the obligation of information disclosure,the lack of information disclosure,the lack of information disclosure procedures,the imperfect legal liability system and the imperfect mechanism,The regulatory mechanism is imperfect.Information disclosure rules of listed companies' major asset restructuring is an important part of securities legislation.Both Britain and the United States,Japan and Hongkong are listed companies in the major asset restructuring of the rules of information disclosure provisions.The British "Securities Exchange Act" and"securities exchange control regulations and rules" and other regulations on major asset restructuring in the rules of information disclosure provisions of the United States in 1933;the "Securities Law" and "Securities Exchange Law" in 1934 of a major reorganization of assets in the information disclosure rules are explained mainly by Japan;"financial commodity trading law" on major asset restructuring information disclosure provisions;China's Hongkong region,mainly through the"Listing Rules" on the major asset restructuring in the system of information disclosure provisions.Through the analysis and comparison of the information disclosure system,we find that many of them are worth learning from.Today,more and more listed companies expect to reorganize this asset through a major asset to enhance their own strength.Major asset restructuring in the implementation process,listed companies may make some misconduct,illegal information disclosure is a common phenomenon.It is of great significance to use the information disclosure system to effectively regulate the major asset reorganization.On the basis of analyzing the major assets reorganization of listed companies in China,by referring to the system of significant asset reorganization of foreign listed companies,this paper mainly can improve the information disclosure system of major assets reorganization of listed companies in China from the following aspects.That is,to expand the scope of the main body of responsibility for information disclosure,improve the specific content of information disclosure,improve the procedures for information disclosure,improve the legal liability system,improve the relief mechanism,improve the regulatory mechanism.The use of information disclosure system of the sword,effectively prevent major asset restructuring in the insider trading,manipulation of stock prices,fraud and other acts,with a view to creating a fair and just securities trading environment,and better protect the legitimate rights and interests of investors.