如何看13D表(股东变动)

发布于: 雪球转发:2回复:4喜欢:2

Schedule 13D consists of seven different sections:(包括7个部分) Security and Issuer - This section contains basic information regarding the type and class the security and the contact information of the owner.

1、证券基本情况及持有者联络信息;

 

Identity and Background - This section contains even more background into the owner, including if they were involved in any criminal activity in the past.

2、持有者(股东)更详细信息,包括过往是否有犯罪记录等;

 

Source and Amount of Funds or Other Considerations - This section lets investors know where the money is coming from. The most important use for this section is in determining if a buyout situation is overleveraged, when a majority of the purchase is leveraged or borrowed capital.

3、购买股份的资金及来源情况,主要是让投资者判断收购的资金是否过度杠杆化,如资金是杠杆资金或借贷等;

 

Purpose of Transaction - This is the most important portion of the 13D filing. It allows you to see why they are buying shares in the company, whether it be for acquisition, hostile takeover, proxy war, or simply because they believe it is undervalued.

4、交易的目的,这是本文件的最重要的内容,说明收购该股份的目的,如收购公司、敌意收购、代理权争夺等,或只是觉得该股票被低估;

 

Interest in Securities of the Issuer - This section states the express purpose of the transaction, which should be explained better in section 4 (Purpose of Transaction).

5、对股票发行者的利益描述,与第4部分内容类似;

 

Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer - This section contains any special relationships between the owner and the company. This is important to be sure that the buying is legitimate and not just a friend purchasing stock or the result of some other agreement.

6、描述持有者(股东)与公司(即股票发行者)之间的关系,是否有合同、协议、备忘录等,以确认该交易合法性;

 

Materials to Be Filed as Exhibits - This is the second most important section. It contains any exhibits that may be filed along with the form. This is famously used for the filing of letters to management in the event of a hostile takeover. Exhibits can also elaborate on the Purpose of Transaction (Section 4).

7、相关内容,如敌意收购邀约等,一般用来说明交易的目的(第4部分)。

全部讨论

2011-06-25 09:34

太好了。真可以说是雪中送炭。再次感谢。

2011-06-24 16:20

再顶