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近年来,我国的上市公司收购及控制权市场日益活跃,促进了资本市场资源配置的效率。但二级市场增持收购引发的控制权争夺,及其中违规增持、蒙面举牌等行为,也反映了现行权益变动规则或已不能适应实践需求。结合境外立法经验与我国市场实践,控制意图的披露时点和违规增持的处理方式,取决于控制权市场透明度与成本的平衡点。建议围绕控制意图这一核心,确定权益变动信息披露的广度与深度,并以冷却期平衡意图变更及违规增持行为,兼顾市场透明度和效率,重构权益变动制度体系。
In recent years, the market of acquisition and control of listed companies in our country has been increasingly active, which has promoted the efficiency of resource allocation in capital markets. However, the control over the overweight acquisition triggered by the secondary market, as well as the illegal holdings of funds and the hoisting of masks, also reflect the current rules of change in rights and interests or are unable to meet practical needs. Combining the experience of overseas legislation with the practice of our country’s market, the timing of the disclosure of control intentions and the way of illegal increase in holdings depend on the balance between the transparency and the cost of the market for control rights. The proposal centers on the intent of control, determines the breadth and depth of information disclosure on changes in equity, and balances the intent of changes in the cooling off period and the illegal increase of shares, taking account of market transparency and efficiency and reconstructing the system of rights and interests changes.