The Study of Information Disclosure Systerm Related Transaction of Listed Company in China
|Keywords||listed company related transaction information disclosure system legal system|
In the securities market, Investors make decisions by information related with securities, that we can say the stock market itself is a place of information exchange. Information disclosure is the base and core of the securities market which can operate better. We can divide the related transaction information disclosure into two patrs, one part is disclosure of connected people, and relationship at the same time; Another is the disclosure of connected transaction, the name of connected people and relationship at the same time. Judging whether a trade is related with transaction should follow the essence, fact speaks higher than the principle. When the listed company discloses information in related trade, it should follow the principle of reliability, folly and majority, unity, timely and legitimacy, which means information disclosure of related trade requires not only time, format and contents that equal the law, but also disclose in proper way.The study in information disclosure related transaction of listed company should carry out in specific issues. Through the real cases, we can see problems in the trem of information disclosure related transaction in our country,both in level of institution and affairs operation, such as lack of legislation, the system of high-level legal norms, specific legislation, effective accountability system, etc.; The existing system of disclosure does not supply enough information. The timeliness and usability is also not strong; Requirements of the current disclosure are too simple, and put too much attention on principles, In addtion, punishment put on the information disclosure which break principles is not enough, supervision put on the external agency is lack, so all of that can give advantage to illegal companies.How to perfect the information disclosure related transaction? The mature experience taken in western countries is worth using for reference. From American’s information disclosure system related transaction, we can know that we shoud restrict associated trade from the source, and control unfair related transaction in the link of listed company intends to start; Strengthen the role of listed company’s audit institutions. From England and Hong Kong’s information disclosure system related transaction, we can know that we shoud divide levels and carry out classified regulation, according to the important degree of connection transaction. From Singapore’s information disclosure system related transaction, we can know that information disclosure related transaction is a comprehensive, overall disclosure, which include decisions making, background of the affiliated party, the necessity of the related transaction, the pricing policy basis of listed companies, the differences of the market price and reasons. These information should be comprehensive and profound.Inorder to perfect our country’s information disclosure systerm associated trade of the listed company, I have some suggestions. Firstly, we have to improve the legislation of information disclosure related transaction; Secondly, we can increase the content of information disclosure related transaction, innovative the way of supervision of information disclosure, and focuse on strengthening daily supervision of information disclosure; Threely, we can make full use of the founction of disclosure and supervision in the market intermediary organizations. Think of the fact that internal supervision has congenital deficient, we should further improve external organizations affiliated with party transactions, such as accounting, auditing and complete the supervision and information disclosure function of intermediary organizations,such as stock exchange market, in order to improve the truth and transparency of information disclosure of the affiliated party transactions; At the end, we should increase the punishment of violation, we can’t only take heavy regulations but light punishment, we have to bulit a joint and several liability system which put civil sanctions on the staff, the scope of the personnel punishment should include the board of directors of the company and the relevant responsible person.China is now in the period that securities market enjoys a high-speed development. Violations on information disclosure related transaction also emerge endlessly.We have the responsibility to perfect information disclosure system related transaction.