Exploration Of Block Holder Disclosure In China

Block Holder Disclosure is a special information disclosure system,refers to the disclosure obligation as the investor.In the stock market,in order to get more capital,the company has the ability to fully disclose information to obtain the favor of investors,so the company is the subject of information disclosure.Large holdings have dual attribute,on the one hand,the accumulation of shares is an investment act,so the large shareholding is not critical.On the other hand,the gathering of shares may be a precursor to acquisitions,which can have an impact on other investors and companies.In order to balance the information asymmetry between different investors,the law adds a disclosure lock on the latter.Many countries adopt a neutral attitude to design the rules of Block Holder Disclosure,focusing on requiring obligor to disclose information in time.At the same time,laws will not restrict behavior of obligor to avoid the company's tilt protection A series of illegal bidding events since 2015 reflects that Block Holder Disclosure is insufficient in China.The Securities Law of the People's Republic of China which revised in 2019 and specific rules of relevant departments have improved the rules.On this occasion,the author has carried out a systematic study on the Block Holder Disclosure in China.This paper consists of three parts,including the regulatory logic of the Block Holder Disclosure,the specific rule design of Block Holder Disclosure and the application of legal liability in violation.The first chapter discusses problems and analyzes how to solve the problems in the regulatory logic of China's Block Holder Disclosure.The Block Holder Disclosure is the exception of the information disclosure system,which is inherently discriminatory and unfair to the holders of large-scale equity.Block Holder Disclosure can resist the hostile takeover.China's stock market equity structure is more concentrated,large-scale equity recognition does not directly infringe the interests of shareholders.In essence,strict disclosure rules protect the company.The purposes are biased,so it should return to protect investors.The manage logic should returns to fairness.The second chapter discusses the specific rules of Block Holder Disclosure in China.Determining the scope of disclosure obligor is the first step to control.It is important to include a consistent action person in the scope of disclosure information based on the complex regulatory practices to identify concerted action persons.The new Securities changes the disclosure line of shareholding,it can strength cooperation of information disclosure between Hong Kong and mainland.The purpose of shareholding and the source of shareholding funds are important investment information.The new Securities Law omits the purpose of holding shares.Other specific rules should add it.Slow Walk Rule is not fit the actual situation of our country,there is a great dispute in the application of the law.Which more,Slow Walk Rule may encourage illegal behavior.It should be repealed.The third chapter discusses the application of the law.The way to punish the behavior of the Slow Walk Rule is very controversial in our country.Insider trading,transfer of restriction period,and restriction of the right to vote of the acquirer can not be fully applied to the Slow Walk Rule.The disclosure obligor who violates the disclosure rules infringes the right of the counterparts and other investors.Obligor should bear the civil liability of "stop the infringement" to disclose information timely Based on judicial efficiency and the purpose of protection the investors' enthusiasm,damages should be used prudently.The voting rights can be restricted.The introduction of voting restrictions in the new Securities Law is a great step forward but it should be applied on the premise of distinguishing between financial investors and acquirers.