上市公司收购的信息披露——披露哲学、监管思路和制度缺陷

The exposure monitoring and supervision of information about purchase plays a leading part in controlling purchase by listed companies. As has been verified by the history of information exposure (IE) system in such countries as Britain and America, the peculiarity of this kind of buying makes all the differentiation between the purchase IE by listed companies(PIEBLC) and the traditional IE mainly by securities issues and of transactions. China's supervision authorities, however, have failed to comply with the change in exposure philosophy, their thought on control still staying in the box of traditional IE; in a sense, many defects in the present system of China's PIEBLC can all be traced back to their exposure philosophy and ideas about supervision. This article, first of all, looks back briefly to the legislation history of purchase in Western nations, pointing out the particularity that IE caused by purchase characteristics is different from IE of general trading, and showing the transition of legislative philosophy ; then introduces the evolution of China's system of PIEBLC and the main contents of the existing system thereof; present the problems existing at present in legislative philosophy and thought on supervision in terms of PIEBLC; finally analyzes, in combination with several cases that since the year 2001 have been brought of purchase by listed companies, the six main problems in China's PIEBLC and offers suggestions about related policies.