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对于证券市场上违规大规模增持、减持股票行为,我国证券监管机构的行政执法往往依据《证券法》第193条对其中违反权益披露规则的行为以违反信息披露义务定性处置,而对违反慢走规则的买卖股票行为几无对策。事实上,违规大规模增减持股票行为在相关条件成就时完全可能构成内幕交易并引发相应责任。至于违规增持超过5%部分股票的表决权问题,我国立法应该基于财务投资行为与收购行为的性质差异分别设定不同的表决权限制后果。相应地,借鉴域外经验,我国证券法可对违反权益披露规则的行为施以刑罚,从而加大对此类行为的惩处力度,提高市场的公正性和透明性,以切实维护投资者的合法权益。
For large-scale holdings of illegal securities in the stock market, the reduction of shareholding behavior, the administrative law enforcement of our securities regulators often based on the “Securities Law” Article 193 of the violation of the disclosure of rights and interests of the rules of disclosure of information disclosure obligations in the qualitative disposal, and violations Going slow rules trading stock behavior few measures. In fact, large-scale non-compliance with the stock holdings of shares in the conditions of achievement may well constitute the insider trading and trigger the corresponding responsibility. As for the issue of the voting rights of some stocks that illegally increase more than 5% of the shares, the legislation of our country should set different voting restrictions respectively based on the differences in the nature of financial investment and acquisitions. Correspondingly, drawing on the experience outside China, China’s securities law can impose penalties on violations of the rules on the disclosure of rights and interests, so as to increase the penalties for such acts and enhance the fairness and transparency of the market in order to effectively safeguard the legitimate rights and interests of investors .