【作者】 杨攀钦；

【导师】 王建平；

【作者基本信息】 四川大学 ， 民商法， 2005， 硕士

【摘要】 我国在2004年启动了中小企业板市场,其最终目的是逐步过渡到真正意义上的创业板市场。创业板市场又称另类股票市场,是相对于主板市场而言的另一证券交易市场,是创业企业和风险投资聚集的场所。从微观上讲,创业板市场具有为中小型高科技企业持续融资,为创业投资提供出口、促进企业激励机制的建立的功能。从宏观上讲,创业板市场对高科技产业的发展、产业结构的调整、资本市场的深化以及就业的增长,甚至国民经济的持续发展都具有深远的意义。但创业板市场同时又是一个前瞻性、高风险市场。因此,为了保护投资者的利益,促进市场的健康发展,信息披露制度就显得非常的重要。本文正是在这一背景下展开创业板市场信息披露制度的论述的。 本文除了序言和结语外,共分四章。基本按照创业板市场为什么要进行信息披露,信息披露的实质和意义,创业板市场信息披露的原则、基本要求和披露的方式,创业板市场信息披露的具体制度规范,创业板市场信息披露的监管以及违规信息披露的民事责任这样一条逻辑顺序叙述全文的。 序言部分叙述了选题的背景。结语总结了本文的主要研究成果。 第一章共分六节,首先从证券市场信息不对称出发,论述了信息披露的意义和实质。信息不对称是各国证券市场均有的现象,但过渡和长期的信息不对称会引发“逆向选择”和“道德风险”,因此为了保护投资者的利益,消除信息不对称现象,就要求上市公司进行严格的信息披露。信息披露并不是保护投资者不受任何损失,而只是向投资者详尽地揭示投资风险和存在的预期回报,让投资者在知晓发行人的基本情况下作出理性的投资决策,即信息披露的实质是尽可能详尽地揭示市场风险和预期回报。更多还原

【Abstract】 Our country opened the medium and small-sized enterprises board of the stock market in 2004, and our aim is to set up the true growth enterprise market gradually. The growth enterprise market is also called another stock market in contrast with main board of the stock market It is the aggregation place of the growth enterprises and the venture capital. In the term of microscopic, the growth enterprise market has the function that gives standing finance support to the medium and small-sized high-tech enterprises, a seceding stage to the venture capital and an impetus to the enterprises to set up the stimulation mechanism. In the term of macroscopic, the growth enterprise market has far-reaching significance to the development of high-tech enterprises, the adjustment of industrial structure, the deepening of capital market. the growth of employment and even the stable growth of national economy. But the growth enterprise is a forward looking and high risking market at the same time. So the information disclosure system is very important for protecting investor and boosting the market to grow healthily. The author opened out discussing the information disclosure system of the growth enterprise market under this condition.This article has four chapters as well as preface and epilogue. The author logically discusses the reason of the information disclosure, the significance and the essence of information disclosure, the principle and criterion of the information disclosure of the growth enterprise market the method and the specific system of theinformation disclosure of the growth enterprise market, the supervision of the information disclosure of the growth enterprise market and the civil liability of irregularity infonnation disclosure.In the preface, the author describes the background of title selection. In the epilogue the author sums up the main achievements of this article.The first chapter has six sections. First, the author discusses the significance and the essence of information disclosure from the infonnation asymmetry of the stock market The infonnation asymmetry is the pbjective phenomenon in the stock market, but long-term and transitional information asymmetry will bring about "adverse selection behavior" and "moral hazard", so it demands fisted company to properly disclose information to protect investor and eliminate the information asymmetry of stock market The infprmationjdisclosure doesn’t protect investor from suffering from any loss, it just discloses the risk of market and prospective benefits at large, so the investor can make a rational invest decision, that is the essence of information disclosure is to disclose the risk of market and prospective benefits at large. Then, the author discusses characteristics of the information disclosure system of the growth enterprise market from the comparison between the growth enterprise market and main board of the tock market It has four main characteristics for the information disclosure system of the growth enterprise market. The information disclosure of the growth enterprise market stresses on the technical information disclosure, puts a high value on risk study, gives more attention to the related part transaction and emphasizes the timeliness of the infonnation disclosure. The last two sections narrate the principle, criterion and the method of the information disclosure of the growth enterprise marketThe second chapter has two sections. In this chapter, the author discusses the effect and content of prospectus, listing particulars, annual report interim report, quarterly report and substantial event of temporary report in detail, through studying the information disclosure system of the foreign growth enterprise market and the specific prescript of the infonnation disclosure in China.The third chapter has four sections. In this chapter, the author analyzes the centralized regulation of the securities supervision commission, the supervision on the firstline of stock exchange, the self- regulation of security association of China and the assistant-regulation of the intermediary organs such as law firm, CPA firm, lawyer, account and sponsor. The author holds we should not only lay special emphasis on the centralized regulation of the government but also strengthen the supervision on the first line of stock exchange, the self- regulation of security association and the assistant- regulation of the intermediary organs.The fourth chapter has three sections. The first section analyzes primal problem of the information disclosure of main board and the problems, which have occurred in the medium and small-sized enterprises board of the stock market of China. The author point out we should not only consummate the documents of the information disclosure but also perfect the civil liability system of irregularity information disclosure. In the second section, the author holds that we should add the promoter’s information to prospectus, regulate the irregularity information disclosure of listed company and clear and definite the standard of consequential event. In the third section, the author analyzes the false statement behavior of the listed company, the cognizance of person liable of false statement and the extent of liability of every person liable. In the author’s view, we should enlarge the range of persons liable and draw a clear line between every person’s liabilities basing on equity and justness, in this way, everyone will get his own gain.更多还原