Corporate disclosure and corporate governance in China

Table of Contents:
Chapter 1-Corporate Disclosure, Corporate Governance, and Law Reform in the People's Republic of China;
1.1. Why Has the Study of Corporate Governance in the People's Republic of China Become Important?;
1.2. An Overview of Corporate Disclosure and Corporate Governance in China;
1.2.1. The Concept of Corporate Governance Used in China;
1.2.2. Is Corporate Governance in China Improved by the Adoption of a Top-Down or Bottom-Up Approach?;
1.2.3. Stages of Corporate Governance Development in the PRC;
1.2.4. Major Corporate Governance Issues in China;
1.3. Establishing the Corporate Disclosure Regime as a Tool for Improving Corporate Governance in China;
1.4. Transplanting Foreign Corporate Disclosure Laws into China;
1.5. Improving the Approach of Transplanting Foreign Laws Using the Australian Transplantation Experience;

Chapter 2 Introduction;
2.1. Background of the Formation of the Corporate Disclosure Regime in the PRC;
2.2. The Significance of This Book;
2.3. Three Hypotheses Explored in This Book;
2.4. The Outline of This Book;
2.5. Methodology;
2.6. The Cut-Off Date;

Chapter 3-An Introduction to the Chinese Legal System: Setting the Context for Securities Law Reform;
3.1. Introduction;
3.2. Legal History of the PRC;
3.2.1. The Importance of Reviewing Chinese Legal History;
3.2.2. A Brief Review of Chinese Legal History;
3.3. Sources of Law in the PRC and Their Importance;
3.3.1. Introduction;
3.3.2. Forms of Legal Sources in the PRC;
3.4. Lawmaking Bodies in the PRC;
3.5. Lawmaking Processes in the PRC;
3.5.1. Lawmaking Process of the NPC;
3.5.2. Lawmaking Process of the Standing Committee of the NPC;
3.5.3. Process for Making Administrative Regulations by the State Council;
3.5.4. The Making of Local Regulations by Local People's Congresses;
3.5.5. The Making of Departmental Administrative Rules by the Ministries and Commissions of the State Council and the Making of Local Administrative Rules by the Provincial Govermments;
3.6. Enforcement of Law in the PRC;
3.6.1. The Enactment of the Company Law of 1993 and the Securities Law of 1998 and Their Amendments in 2005, as Well as Relevant Administrative Regulations and Administrative Rules;
3.6.2. How Did the PRC Start Regulating the Securities Market?;
3.6.3. How Were the First Company Law and Securities Law Enacted?;
3.7. Conclusion;

Chapter 4-Gatekeepers in the Chinese Securities Market;
4.1.Introduction;
4.1.1. Re-emergence of Securities Issue and Regulation;
4.1.2. Corporate Disclosure Rules;
4.2. The Regulator of the Chinese Securities Market: The CSRC;
4.2.1. Regulation by Other Bodies of the Central Government before 1998;
4.2.2. Trying to Centralize Securities Regulation;
4.2.3. The Functions of the SCSC and the CSRC;
4.2.4. The CSRC's Rules on Disclosure;
4.2.5. Overview of the Functions of the CSRC;
4.3. The Regulators of the Chinese Securities Market: Other Departments under the State Council;
4.4.1. Regulation by the PBOC;
4.3.2. Other Departments of the State Council;
4.4. The Regulators: Local Governments;
4.4.1. Regulation by Local Governments before the CSRC was established;
4.4.2. The Role of Local Governments after 1998;
4.5. Other Regulatory Bodies: The Stock Exchanges;
4.5.1. Why the Shanghai and Shenzhen Stock Exchanges Were Established;
4.5.2. The Shanghai Stock Exchange (SSE);
4.5.3. The Shenzhen Stock Exchange (SZSE);
4.5.4. Overview of the Role of Stock Exchanges in the PRC;
4.6. Self-Regulatory Organizations;
4.6.1. Securities Industry Association;
4.6.2. Other SROS;
4.7. Conclusion;

Chapter 5-Régulatory Rules Dealing with Disclosure in the PRC's Securities Market;
5.1. Introduction;
5.1.1. What Is the Concept of Securities Used in This Book?;
5.1.2. Companies' Duty of Disclosure versus Directors' Duty of Disclosure;
5.1.3. Where Are the Disclosure Rules?;
5.1.3.1. The Structure of Disclosure Rules;
5.1.3.2.The Disclosure Rules under the National Laws;
5.1.3.2.1. The Company Law of 2005;
5.1.3.2.2. The Securities Law of 2005;
5.1.3.2.3. The Criminal Law of 1979;

5.1.3.3. Disclosure Provisions under Administrative Regulations;
5.1.3.3.1. The State Council's Interim Regulations on Administration of Share Issuing and Trading of 1993 (The 1993 Interim Regulations);
5.1.3.3.2. The Regulations on the Issue of Foreign Shares by Listed Companies inside China of 1995;
5.1.3.3.3. The Special Provisions on Share Issuing and Listing outside China by Listed Companies of 1994;
5.1.3.4. Disclosure Rules under Departmental Administrative Rules;
5.1.3.4.1. Disclosure Rules in the Accounting Standards Set by the Ministry of Finance;
5.1.3.4.2. Disclosure under the Administrative Rules and Other Regulatory Rules of the CSRC;
5.1.3.5. Disclosure Provisions Concerning Disclosure in the Listing Rules and Business Rules of the Stock Exchanges;
5.1.4. Brief Comments on the Disclosure Regime;
5.2. Major Rules Dealing with Disclosure in Fundraising;
5.2.1. Disclosure in Initial Public Offerings (IPOs);
5.2.1.1. Sources of Rules on IPOs;
5.2.1.2. IPOs and Offerings of Other Shares;
5.2.1.3. The Verification System Versus the Examination and Approval System in Public Offers of Company Shares;
5.2.1.4. Procedures for IPOs;
5.2.1.5. Application Documents for IPOs;
5.2.1.6. Prospectus;
5.2.1.7. Procedures for B-Share Issuing;
5.2.1.8. Overview of Disclosure Rules Regarding IPOs;
5.3. Continuous Disclosure;
5.4. Special Disclosure Rules of the CSRC;
5.5. Major Issues on Disclosure;
5.5.1. The Theories of Government Regulation of the Securities Market;
5.5.2. Why Should the PRC Adopt Compulsory Disclosure?;
5.5.3. Criteria for Disclosure;
5.5.4. What Should Be Disclosed?;
5.5.4.1. The Annual Report;
5.5.4.2. The Half-Yearly Report;
5.5.4.3. The Quarterly Report;
5.5.4.4. The Interim Report;
5.5.4.5. Related Party Transactions;
5.6. The Formation of Disclosure Rules and Their Functions;
5.7. Overview of the Corporate Disclosure Regime in the PRC;
5.7.1. The Enforcement of Laws and Regulations;
5.7.2. The Defects in the National Laws;
5.7.3. How Should Foreign Experiences Be Adopted?;
5.8. Conclusion: What Can the PRC Learn from the US Model in Terms of Disclosure?;

Chapter 6-The State of the Securities Market and Disclosure in the PRC;
6.1. The Development of the Securities Market;
6.1.1. Re-emergence of the Securities Market in the PRC;
6.1.2. The History of Securities Markets in China before 1949;
6.1.3. The Securities Market after the Founding of the PRC;
6.1.4. The Securities Market Since the 1980s
6.2. Listed Securities;
6.2.1. A-Shares and B-Shares in the Domestic Markets;
6.2.2. Four Types of Shares in Shareholding Companies Converted from SOEs;
6.2.3. Bonds;
6.2.4. Funds;
6.3. Opening of the PRC Securities Market after Its WTO Accession;
6.3.1. Means for Share Issuing;
6.3.2. Formation and Abolition of the Quota System for Share Issuing;
6.3.3. From an Examination and Approval System to a Verification System;
6.3.4. The Main Board and the High-Tech Board;
6.4. Investors in the Securities Market;
6.5. Securities Companies;
6.6. Classic Cases Involving Disclosure on the PRC Securities Market;
6.6.1. The Baoyan Incident;
6.6.2. The Case of Beihai Zhengda Company's Takeover of the Shares of Susanshan Company;
6.6.3. The Qiongminyuan Case of a False Financial Report;
6.6.4. The Chengdu Hongguang Case of Profits Forgery and Fraudulent Listing;
6.6.5. The Yinguangxia Fraud Case;
6.6.6. Hainan Kaili Company v. the CSRC;
6.6.7. Reasons for the Frequent Occurring of False Disclosure Cases;
6.7. Exchange and Cooperation with Securities Regulatory Bodies in Other Countries;
6.7.1. The International Organization of Securities Commissions;
6.7.2. The International Accounting Standards Committee;
6.7.3. Raising Capital from Abroad
6.8. Conclusion;
6.9. Information Availability, Mechanism for Enforcing Securities Regulations, and Remedies for Investors Who Have Suffered Losses;
6.9.1. Information Availability;
6.9.2. Information Availability under the Law and in Practice;
6.9.3. Bodies Involving Enforcement of Securities Regulations;
6.9.4. The Powers of the CSRC Dealing with Cases Involving Contravention of Disclosure Provisions;
6.9.5. The Remedies Available to Investors Who Have Suffered Losses;
6.9.5.1. Administrative Remedies;
6.9.5.2. Criminal Remedies;
6.9.5.3. Civil Remedies;
6.9.6. Conclusion;

Chapter 7 Key Elements of the Australian Corporate Disclosure Regulatory Regime;
7.1. Introduction;
7.2. The Brief History of Australian Securities Markets;
7.2.1. The Emergence and Development of Securities Markets in Australian Colonies before 1900;
7.2.2. The Movement towards a Uniform Companies Act and a Uniform Securities Market since the 1930s;
7.2.3. Current Development of the Securities Markets in Australia;
7.2.3.1. Stock Exchange Automated Trading System (SEATS);
7.2.3.2. Clearing House Electronic Sub-register System (CHESS);
7.2.3.3. Influence of Foreign Markets;
7.2.4. Financial Disclosure and Committees of Enquiry in the Process of Corporate Law Reform;
7.2.4.1. The Select Committee on Joint Stock Companies and the Joint Stock Companies Acts of 1844 and 1856;
7.2.4.2. The 1895 Davey Report of the UK, the Companies Act of 1896 (Victoria), and the 1906 Loreburn Report of the UK;
7.2.4.3. The Greene Report of 1925-1926 and the Companies Act of 1929 of the UK;
7.2.4.4. The Cohen Report of 1945 of the UK;
7.2.4.5. The Jenkins Committee Report of 1962 of the UK;
7.2.4.6. The Eggleston Committee Report of 1970;
7.2.4.7. The Rae Report of 1974;
7.2.4.8. The 1975 Corporations and Securities Industry Bill;
7.2.4.9. The 1983 Green Paper;
7.2.4.10. The Griffiths Report of 1989;
7.2.4.11. The CASAC Report of 1991 and the Lavarch Committee Report of 1991;
7.2.4.12. The 1992 Cadbury Report of the UK;
7.2.4.13. The Ramsay Report of 2001;
7.2.4.14. Principles of Good Corporate Governance and Best Practice Recommendations of the ASX Corporate Governance Council of 2003 and Its Amendments;
7.2.4.15. The HIH Royal Commission Report of 2003;
7.2.4.16. The Corporate Law Economic Reform Program (Audit Reform and Corporate Disclosure) Act of 2004 (The CLERP 9 Act); 7.2.5. Overview of the Formation and Development of Australian Securities Regulatory Regime;
7.3. The Establishment and Development of the Disclosure Regulatory Framework in Australia;
7.3.1. The Sources of Corporate Disclosure Rules in Australia;
7.3.2. What Information Should Be Disclosed?;
7.3.2.1. Prospectus and Other Forms of Disclosure for Fundraising in the Primary Market;
7.3.2.2. Periodic Disclosure in the Secondary Market;
7.3.2.3. Continuous Disclosure;
7.3.2.4. Specific Disclosure;
7.3.2.4.1. Content of Specific Disclosure;
7.3.2.4.2. Disclosure of Corporate Governance Practices;
7.3.2.4. Disclosure of Directors' Remuneration;
7.3.2.4.4. Disclosure of Short Selling;
7.3.3. The Establishment of a Mandatory Disclosure Regulatory Regime in Australia;
7.3.4. Standards for Disclosure;
7.3.4.1. Statutory Standards for Financial Reporting;
7.3.4.2. Professional Standards for Disclosure;
7.3.4.3. The Disclosure Standards of ASIC;
7.3.5. Duty of Disclosure: Does a Company Director or the Company Owe Such a Duty to Shareholders?;
7.3.6. The Theoretical Debates over Mandatory Corporate Disclosure;
7.3.6.1. Unequal Possession of Information among investors;
7.3.6.2. Monitoring of Management;
7.3.6.3. The Social Waste Hypothesis;
7.3.6.4. The Public Good Hypothesis;
7.3.6.5. The Public Choice Theory;
7.6.3.6. The Efficient Capital Market Hypothesis;
7.3.7. Overview of the Establishment of the Australian Securities Regulation Framework;
7.4. The Participants of Securities Regulation and Their Roles in Disclosure Regulation;
7.4.1. The History of ASIC;
7.4.2. Functions and Powers of ASIC;
7.4.3. Functions of the ASX in Disclosure Regulation;
7.4.4. Functions of Corporations and Markets Advisory Committee;
7.4.5. Quality of Disclosure in Australia;
7.5. The Australian Securities Market and Globalization;
7.6. The Securities Disclosure Regime in Australia and Its Adoption of Foreign Experiences;
7.6.1. The Influence of English Law;
7.6.2. The Influence of US Law;
7.6.3. The Canadian Influence;
7.7. Conclusion;

Chapter 8-Conclusions and Suggestions;
8.1. Introduction;
8.2. Law as Culture;
8.3. Law as Politics;
8.4. Law and Its Economic Implications;
8.5. The Establishment and Development of the PRC Corporate Disclosure Regime: What Has Been the Effect'?;
8.6. The Choice of Foreign Corporate Disclosure Models and Its Impact on the PRC's Practices;
8.7. Directors Duties of Disclosure;
8.8. Shareholders Remedies;
8.9. Conclusion and Suggestions;
Bibliography;
Index.