境内企业海外上市持续信息披露法律问题研究
发布时间：2018-10-31 10:25
【摘要】： 信息披露制度缘起于“南海公司案”,指法律强制规定上市公司按照要求向证券监管机构和公众投资者报告自身的财务和经营情况的制度,可分为首次信息披露制度和发行之后的持续信息披露制度。 本文从中国境内企业到海外上市的角度出发,针对中国企业在海外上市后在持续信息披露中出现的违规案例,分析了这些案例所反应的问题,并就出现这些问题的原因进行了分析。在借鉴的基础上对中国境外上市公司的监管提出了建议。全文约三万七千字。 文章第一章第一节对中国企业在海外上市的概念、背景和原因、对东道国母国的意义等问题作了简要概述。第二节对海外上市的方式作了介绍。第三节对海外上市地点的选择作了对比。 第二章对信息披露和持续信息披露制度作了概述,提出了信息披露应当遵循的原则,以及持续信息披露的种类等。 第三章对美国和香港地区的相关制度作了介绍。在对美国的持续信息披露制度的介绍时对1934年《证券交易法》和《萨班斯法案》作了必要的说明。在介绍香港证券市场时说明了香港法律要求披露的主要内容。该章的最后部分对相关制度在披露的内容和披露的时间方面进行了比较。 第四章是本文的重点之一。该章第一节对境内企业在持续信息披露中出现的典型案例作了归类和分析,包括网易案、亚洲互动传媒案、欧亚农业案和中国人寿案。第二节对出现上述案例的原因进行了深刻的分析,提出国有企业、民营企业特有的原因,以及国企和民企的共同特点,包括欠缺规范操作的理念、国内外制度的客观差异、各国各地区之间监管的不力等原因。 第五章是本文的另外一个重点,主要阐述针对境内企业的持续信息披露问题应当采取的应对措施。该章第一节指出在企业自律方面,境内企业应当谨慎对待上市、完善公司治理结构、更新管理理念、健全信息披露的内部责任制度、培育企业的核心竞争力、出现问题积极寻求解决方案等。该章的第二节从国家的层面提出了应当建立国内对境外上市的监管制度,并对监管的必要性和可能性作出了分析,并且对美国的相关制度进行有益的借鉴。第三节提出从行业的层面提出发挥国际组织,尤其是国际证券监管委员会组织在监管方面的作用。另外,也应当加强国家间对于跨境发行监管的合作,合作的形式可以包括签订证券监管备忘录、授权特定机构进行监管、通过司法协助途径以及颁布特别法等措施来实现监管。随后,文章提出中国应当采取的措施,包括发掘与特定企业或特定上市方式相适应的监管方式、重视条约、备忘录的作用以及加深与他国证券监管机构的合作等措施。
[Abstract]:The information disclosure system originated in the "South China Sea Company case" and refers to the system under which listed companies are required by law to report their financial and business information to securities regulatory bodies and public investors, It can be divided into the first information disclosure system and the continuous information disclosure system after issue. From the point of view of overseas listing of domestic enterprises in China, this paper analyzes the problems reflected in these cases in the light of the illegal cases that appear in the continuous information disclosure of Chinese enterprises after they are listed overseas. The causes of these problems are analyzed. On the basis of reference, this paper puts forward some suggestions on the supervision of listed companies outside China. The full text is about 37000 words. The first section gives a brief overview of the concept, background and reasons of overseas listing of Chinese enterprises, as well as the significance of the host country. The second section introduces the way of overseas listing. The third section compares the choice of overseas listing location. The second chapter gives an overview of the system of information disclosure and continuous information disclosure, and puts forward the principles that should be followed in information disclosure, as well as the types of continuous information disclosure and so on. The third chapter introduces the relevant systems of the United States and Hong Kong. In the introduction of the continuous Information Disclosure system in the United States, the Securities Exchange Act of 1934 and the Sarbanes Act were introduced. In introducing the Hong Kong stock market, it explains the main contents of the disclosure required by Hong Kong law. The last part of this chapter compares the contents and time of disclosure. The fourth chapter is one of the emphases of this paper. The first section of this chapter classifies and analyzes the typical cases of domestic enterprises in the continuous information disclosure, including NetEase case, Asian Interactive Media case, Eurasian Agriculture case and China Life case. The second section has carried on the profound analysis to the above case reason, proposed the state-owned enterprise, the private enterprise unique reason, as well as the state-owned enterprise and the private enterprise common characteristic, including lacks the standard operation idea, the domestic and foreign system objective difference, Countries and regions between the weak supervision and other reasons. The fifth chapter is another important point of this paper, mainly expounding the measures that should be taken to solve the problem of continuous information disclosure of domestic enterprises. The first section of this chapter points out that in the aspect of self-discipline of enterprises, domestic enterprises should be cautious about listing, perfect the structure of corporate governance, update the management concept, perfect the internal responsibility system of information disclosure, and cultivate the core competitiveness of enterprises. Problems arise and actively seek solutions, etc. The second section of this chapter puts forward that we should establish the domestic supervision system for overseas listing from the national level, and makes an analysis of the necessity and possibility of supervision, and makes a useful reference to the relevant systems of the United States. The third section puts forward the role of international organizations, especially the International Securities Regulatory Commission, from the industry level. In addition, inter-state cooperation on cross-border issuance regulation should also be strengthened in the form of securities regulatory memorandums, authorization of specific agencies to regulate, and regulation by means of mutual legal assistance and the promulgation of special laws. Subsequently, the paper puts forward some measures that China should take, including exploring the regulatory mode suitable for specific enterprises or specific listing methods, attaching importance to the role of treaties and memorandums, and deepening cooperation with securities regulatory authorities of other countries.
【学位授予单位】：华东政法大学
【学位级别】：硕士
【学位授予年份】：2009
【分类号】：D971.2;D922.29
本文编号：2301821
[Abstract]:The information disclosure system originated in the "South China Sea Company case" and refers to the system under which listed companies are required by law to report their financial and business information to securities regulatory bodies and public investors, It can be divided into the first information disclosure system and the continuous information disclosure system after issue. From the point of view of overseas listing of domestic enterprises in China, this paper analyzes the problems reflected in these cases in the light of the illegal cases that appear in the continuous information disclosure of Chinese enterprises after they are listed overseas. The causes of these problems are analyzed. On the basis of reference, this paper puts forward some suggestions on the supervision of listed companies outside China. The full text is about 37000 words. The first section gives a brief overview of the concept, background and reasons of overseas listing of Chinese enterprises, as well as the significance of the host country. The second section introduces the way of overseas listing. The third section compares the choice of overseas listing location. The second chapter gives an overview of the system of information disclosure and continuous information disclosure, and puts forward the principles that should be followed in information disclosure, as well as the types of continuous information disclosure and so on. The third chapter introduces the relevant systems of the United States and Hong Kong. In the introduction of the continuous Information Disclosure system in the United States, the Securities Exchange Act of 1934 and the Sarbanes Act were introduced. In introducing the Hong Kong stock market, it explains the main contents of the disclosure required by Hong Kong law. The last part of this chapter compares the contents and time of disclosure. The fourth chapter is one of the emphases of this paper. The first section of this chapter classifies and analyzes the typical cases of domestic enterprises in the continuous information disclosure, including NetEase case, Asian Interactive Media case, Eurasian Agriculture case and China Life case. The second section has carried on the profound analysis to the above case reason, proposed the state-owned enterprise, the private enterprise unique reason, as well as the state-owned enterprise and the private enterprise common characteristic, including lacks the standard operation idea, the domestic and foreign system objective difference, Countries and regions between the weak supervision and other reasons. The fifth chapter is another important point of this paper, mainly expounding the measures that should be taken to solve the problem of continuous information disclosure of domestic enterprises. The first section of this chapter points out that in the aspect of self-discipline of enterprises, domestic enterprises should be cautious about listing, perfect the structure of corporate governance, update the management concept, perfect the internal responsibility system of information disclosure, and cultivate the core competitiveness of enterprises. Problems arise and actively seek solutions, etc. The second section of this chapter puts forward that we should establish the domestic supervision system for overseas listing from the national level, and makes an analysis of the necessity and possibility of supervision, and makes a useful reference to the relevant systems of the United States. The third section puts forward the role of international organizations, especially the International Securities Regulatory Commission, from the industry level. In addition, inter-state cooperation on cross-border issuance regulation should also be strengthened in the form of securities regulatory memorandums, authorization of specific agencies to regulate, and regulation by means of mutual legal assistance and the promulgation of special laws. Subsequently, the paper puts forward some measures that China should take, including exploring the regulatory mode suitable for specific enterprises or specific listing methods, attaching importance to the role of treaties and memorandums, and deepening cooperation with securities regulatory authorities of other countries.
【学位授予单位】：华东政法大学
【学位级别】：硕士
【学位授予年份】：2009
【分类号】：D971.2;D922.29
【参考文献】
相关期刊论文 前2条
1 石建勋;民企海外上市的国际差异分析及其对策研究[J];财经问题研究;2004年04期
2 于绪刚;论海外间接上市及其监管[J];证券市场导报;2000年04期
，本文编号：2301821
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