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Whether a subsidiary of a listed company has an obligation to disclose information depends on one article: whether it has a related party transaction with the listed company.
The so-called related-party transaction refers to the transfer of resources or obligations between a listed company or its holding subsidiary and a related person of a listed company.
The listed company is responsible for all information disclosure obligations involving the listed company's holding subsidiaries and shareholding companies.
That is, information disclosure is for listed companies, and non-listed companies have no obligation to disclose information.
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No, you don't. The annual report shall disclose the shareholders holding more than 5% of the shares, the controlling shareholder Mabi and the actual controller, including the shareholding of the top 10 shareholders.
Quarterly reports are required to disclose the shareholdings of the top 10 shareholders.
Quarterly reports do not require synovial fluid to be disclosed.
The report reflecting the company's performance prepared and published by a listed company at a specified time in accordance with relevant laws and regulations is called a periodic report. Periodic reports include annual and interim reports. The annual report is a comprehensive summary of the company's operating conditions for the fiscal year.
The interim summary is a summary of the company's semi-annual operating conditions. The report of the listed company on the disclosure of certain events that may have a greater impact on the market of the listed company in accordance with the relevant laws and regulations is called the interim report. Interim reports include announcements of major events and announcements of acquisitions.
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The acquirer's acquisition of the listed company may cause changes in the company's stock price, and the actual control of the target company may also change as a result of the acquisition. In order to protect the right to know of shareholders of listed companies.
To enable small and medium-sized shareholders to better understand the acquirer and the progress of the acquisition, and make a judgment on whether to continue to hold the company's **, so as to avoid the loss of interests suffered by small and medium-sized investors due to sudden acquisition, and the current rules disclose information to the acquirer.
Special requests were made.
According to the relevant regulations, when the shares in which the acquirer has an interest reach 5% of the issued shares of the listed company, information disclosure is required. Specifically, investors and persons acting in concert with them, through the ** exchange.
When the shares with equity in the form of transactions, agreement transfers, administrative transfers or changes, execution court rulings, inheritances, gifts, etc., reach 5 of the issued shares of a listed company, a report on changes in equity shall be prepared within 3 days from the date of occurrence of the fact, and the listed company shall be notified and announced.
After the shares held by investors and persons acting in concert reach 5% of the issued shares of a listed company, the proportion of the shares in which they have an interest in the shares of the listed company increases or decreases by 5% or more, and the reporting and announcement obligations shall be performed. Specifically, if the equity owned by the investor and its persons acting in concert reaches or exceeds 5% of the company's issued shares, but does not reach 20%, a short-form report on changes in equity shall be prepared, and if the investor and its persons acting in concert are the largest shareholders or actual controllers of the listed company, a detailed report on changes in equity shall be prepared; If it reaches or exceeds 20% but not more than 30% of the issued shares of a listed company, a detailed report on changes in equity shall be prepared.
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The conditions for the company's listing are relatively strict, after the company is listed, it is necessary to fulfill the obligation of information disclosure, and to disclose the information that may affect the company in a timely manner. Sort out the relevant knowledge, I hope it will be helpful to everyone.
1. Does a listed company need to disclose the capital increase of its wholly-owned subsidiary?
If a listed company increases the capital of a wholly-owned subsidiary, it will have an impact on the company's transactions, and the listed company shall disclose the information in a timely manner.
** Law of the People's Republic of China
Article 81 When investors are not aware of the occurrence of a major event that may have a greater impact on the trading of listed corporate bonds, the company shall immediately submit an interim report to the ***** supervision and administration authority and the trading venue of the company, and make an announcement to explain the causes, current status and possible legal consequences of the event.
The major events referred to in the preceding paragraph include:
1) There is a major change in the company's shareholding structure or production and operation status;
Chunzheng (2) Changes in the credit rating of corporate bonds;
3) Mortgage, pledge, transfer, and scrapping of the company's major assets;
4) The company fails to pay off its debts when due;
5) The company's new borrowings or external guarantees exceed 20% of the net assets at the end of the previous year;
6) The company has waived its creditor's rights or its property exceeds 10% of its net assets at the end of the previous year;
7) The company has incurred a significant loss of more than 10% of the net assets at the end of the previous year;
8) The company distributes dividends, makes decisions on capital reduction, merger, division, dissolution and bankruptcy application, or enters bankruptcy proceedings or is ordered to close down in accordance with the law;
9) Major litigation and arbitration involving the company;
10) The company's suspected crime has been filed and investigated in accordance with the law, and the company's controlling shareholders, actual controllers, directors, supervisors, and senior managers have been taken compulsory measures in accordance with the law for suspected crimes;
11) Other matters stipulated by the ***** supervision and management body.
2. What are the information disclosure requirements of listed companies?
The information disclosure obligor shall disclose the information truthfully, accurately, completely, and in a timely manner, and shall not have false records, misleading statements, or material omissions.
The information disclosure obligor shall publicly disclose information to all investors at the same time.
The information disclosed by a company that issues ** and its derivatives and is listed in the domestic and foreign markets shall be disclosed in the domestic market at the same time.
Through the above analysis, it is known that according to the provisions of the "** Law", when a major event that may have a greater impact on the transaction of listed corporate bonds, and investors have not yet known about it, the company shall disclose the information. Therefore, if a listed company increases the capital of its wholly-owned subsidiary, it must disclose the information. If you need legal help, you can consult a professional lawyer.
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