| Nowadays, with the continuing development of market economy, the listed company takeover has become an important means for the company to seek exterior expansion. It's very important for the listed company to construct a perfect takeover legal system in order to guarantee the stable, sustained and healthy development of its takeover. Information disclosure system, as the core of securities law, is the basis of stock exchange and issuance, and it obviously plays an important role in the listed company takeover—a special stock exchange activity. Though new " securities law " has made important improvement in information disclosure subject, content and procedures, it is far less enough for the actual demand for our present listed company takeover and the protection of the investors' profits.Drawing on the rules and regulations of foreign listed company takeover disclosure, and following the basic spirit of some related rules and laws in our country such as 'Securities Law of the People's Republic of China " and "Measures for the Administration of the Takeover of Listed Companies ", this thesis makes evaluation and analysis of the legislation and practice of our present listed company takeover disclosure system by deduction and induction as well as comparison and analysis. This thesis also makes experimental discussion about the perfection of this system. The paper consists of five parts, in all together about 34,000 characters.The article starts with the analysis of the economic and legal functions of this system and mentions the special meaning of listed company takeover disclosure system by contrasting listed company takeover and the common securities exchange. What's more, it proposes the common demands for listed company takeover disclosure system. Then it makes a comprehensive narration of the whole legal frame of listed company takeover disclosure system in China, and puts forward that information disclosure system in our country should be consisted of stock-holding early warning disclosure system, takeover offering disclosure system, agreementtakeover disclosure system and information disclosure responsibility system.As a prepositional system, stock-holding early warning disclosure plays an important role in the rules and regulations of listed company takeover disclosure. The third part analyzes and compares this system at home and abroad by confirming the stock-holding early warning obligor and limiting legal disclosure content, and it also states some suggestions on improvement of this system. All these are based on the comprehension of "domination", stock-holding content and determination of stock-holding amount.Offering takeover is highly valued by legislators of each country in " securities law "This part analyses and discusses disclosure content of offering takeover, disclosure forms, disclosure period and disclosure subject. This part also makes propositions to improve listed company offering takeover disclosure system in our country.Today agreement takeover is the leading role for the listed company takeover in practice in our stock-market. Based on the analysis of the rationality of agreement takeover disclosure system, the part of this paper expounds its obligatory subject, critical point, content and procedures against the special background of our present stock market.At the end of the paper, it starts with analysis of the weaknesses of our present information disclosure system, and gives suggestions on the perfection of this system from civil responsibility and administrative responsibility. |