Saturday, January 8, 2011

Improve the audit committee set up a special M & A rules system for the SFC.

<P> Six different aspects to pay attention to regulatory documents of market mechanisms of the main constraints on market forces, strengthen the responsibility of intermediaries, highlighting the role of social supervision. </ P> <P>: http:// News, </ P> .<P> ● rich means of reorganization and acquisition of listed companies to encourage listed companies into market-oriented mergers and acquisitions </ P> <P> ● issuance examination committee, established in mergers and acquisitions of listed companies audit committee will increase M & A review mechanism .to the legal level </ P> <P> ● strengthen information disclosure regulation, and increase information on the use of M & A crackdown on illegal and criminal acts </ P> <P> tradable market for listed companies under the new merger and reorganization, .non-public offering, the Chinese Securities Regulatory Commission yesterday also issued a "significant asset restructuring of listed companies Regulations (draft)" and "information disclosure of listed companies on the specification and the associated notice of the Conduct of Parties", "on the issue of the Audit Committee .mergers and acquisitions of listed companies in the establishment of the Audit Committee's decision, "the five regulatory documents (see the above documents sealed cover ten to twelve Edition), signs gradually moving towards the standardization and development of its new stage of both. .</ P> <P> According to reports, in order to adapt to new market environment, changes in circulation, and actively respond to market new problems and new challenges, regulatory authorities on the basis of past experience, after a long deliberation, repeatedly revise and improve the drafting .and published the regulations and regulatory documents. ."Draft" and between five normative documents inherent continuity and consistency, from different angles, multiple levels of merger and reorganization of existing rules for listed companies to do the carding system and improvement of the norms of behavior of market players .be further strengthened to support and encourage market innovation and development, innovation and development to meet the market demand for laws and regulations. .</ P> <P> them, "the draft)" from the level of legal regulation, based on "Securities Law" and "Company Law" stipulates that the M & A activities of listed companies in China have made innovative institutional arrangements, and .2006 revised "Regulations Acquisition of Listed Companies," together form the China M & A activities of listed companies in the basic institutional framework. .</ P> <P> "audit committee on the issue of mergers and acquisitions of listed companies in setting up the decision of the Audit Committee" (hereinafter referred to as the "Decision") and "the China Securities Regulatory Commission, the Audit Committee of Listed Companies M & A work order" (hereinafter referred to as ."Work Rules"), mergers and acquisitions of listed companies will be the audit committee review and approval of new mergers and acquisitions rose to the legal level, giving it a clear legal status, will improve the efficiency of merger and reorganization of listed companies from the audit mechanism to be guaranteed. .</ P> <P> in the "non-public issuance of shares of listed companies Implementing Rules" (hereinafter referred to as the "Rules") and non-public offering plan and the issuance of the content and format of the report and other supporting documents are guidelines to further regulate the market .behavior of the company and its non-public offering of shares on the basis of information disclosure act, "on regulating information disclosure of listed companies and related Notice of the Conduct of Parties" (hereinafter referred to as the "Notice"), the current stock market price for the transaction, some criminals use .information on M & A speculation in the stock, and reap ill-gotten gains of the phenomenon, aimed at strengthening the information disclosure regulation, increasing disclosure of false information and insider trading and other illegal and criminal acts against efforts to prevent and destroy criminal elements profit from the securities market order, and to further create .Good M & A environment and capital markets environment, restructuring through mergers and acquisitions of listed companies and Make the drive. .</ P> <P> share reform is completed, on the one hand turning point occurred in the capital market changes, mergers and acquisitions of listed companies, the acquisition of the main motivation for the acquisition of increasingly diversified and seeking corporate control, to achieve industrial integration, .enhance synergies gradually become the mainstream acquisition, M & A model to the strategic, industrial transformation of mergers and acquisitions, flexible means of payment. .</ P> <P> other hand, the circulation of capital market environment changes and new market trends, capital market regulation has increased the difficulty level of capital market regulation put forward higher requirements. .Mergers and acquisitions of listed companies and the issuing of the stock market is often accompanied by secondary market insider trading and price manipulation and other illegal activities, the nature of bad, great social harm. .</ P> <P> China's capital market in particular is the "emerging and transitional" features more prominent, specific to the M & A activity, due to state-controlled listed companies dominated both the process of M & A market factors, .there are certain administrative of color, which increases the complexity of M & A activity, also increased the difficulty of regulation. .To solve this problem, six regulations focus on different aspects of market mechanisms to play the main constraints on market forces, strengthen the responsibility of intermediaries, highlighting the role of social supervision. .</ P> <P> example, in the "draft" in strengthening the role of intermediaries to encourage listed companies into market-oriented mergers and acquisitions; in the "decision" and "work order" in the review of mergers and acquisitions .mechanism was a major adjustment, mergers and acquisitions of listed companies will be the establishment of the Audit Committee of China Securities Regulatory Commission issued the Audit Committee, responsible for mergers and acquisitions of listed companies (including the issuance of shares to buy assets) for an audit opinion on matters, which further regulate the audit .system and enhance the transparency of audit work to improve audit efficiency. .</ P> <P> six regulations, regulatory documents issued at the same time, both the optimal adjustment of the listed companies in M & A review mechanism is to adapt to the current development of China's securities market looking to make institutional arrangements, M & A in full .enterprises bigger and stronger and sustained healthy and stable development of capital markets an important role. .Also show regulators crack down on false information disclosure and insider trading and other criminal acts, protecting the legitimate rights and interests of investors and maintain healthy and stable operation of the capital market's determination to lay a solid basis for the capital market system, improve the capital market functions and improving the capital market .efficiency. .</ P>.

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