中文摘要：

本文以sT类公司为样本，研究了借壳上市过程中的内幕交易存在性及其发生机制问题。结果发现：在控制权转让信息正式披露前，sT股票价格和交易量都出现正向异动，并且在停牌前最后交易季度，股东数量相比前季度显著下降，而人均持股比例却显著提高。这意味着在借壳上市过程中普遍存在内幕交易行为。进一步研究发现：证监会针对内幕交易的行政执法越严格，上市公司在敏感信息披露前的停牌越及时，越有助于抑制内幕信息的提前泄露；内幕知情人预期公告复牌后sT股价涨幅越大，内幕交易越严重；相对于国有性质的实际控制人，民营控制人退出sT公司时通过内幕交易寻求补偿的动机更为强烈。

英文摘要：

Using the ST listed companies in China as sample, this paper investigates whether insider trading ex- ists in reverse merger as well as its occurrence mechanism. We find that ST stock price and trading volume has begun increasing significantly before the information about control right transfer is disclosed. In addition, the shareholder number in the quarter before suspending trading is much lower than the last quarter, however, the average ownership proportion per shareholder has increased obviously before pausing trading. These results imply that insider trading is pervasive in the reverse merger process. Further studies verify that the strict CSRC en- forcement of law can help suppress illegal insider trading; the earlier ST companies begin to suspend trading be- fore information disclosure, the less is insider trading. However, the more return to ST stock after announcement informed insiders expect, the more is insider trading. Moreover, when the actual controller of ST company is pri- vate enterprise, it has stronger incentive to seek compensation for its transfer of listed company than government as the actual controller.