| Because of geographical proximity between China and South Korea,the two countries have a long cultural and historical origins. Trade between the two countries are frequent. Especially since the reform and opening of China, China has become South Korean largest trading partner. Many South Korean companies invest in China.A large number of South Korean securities companies and asset management companies have established branch offices in China, or are planning to create branch. Because the transnational flow of capital and securities trading activity between China and South Korea, South Korea has become increasingly concerned about stock market and investor protection system in China. On the one hand,China and South Korea are constantly improving and perfecting the system of securities law. However, in the implementation process, various problems still exist. Recent statistical datas about the improper trading and other violations in China and South Korea show that the protection of investors is around the corner. In particular, because of the significant growth of the insider trading, market manipulation and other improper trading practices, the protection of investors, from offense to damage, is becoming increasingly important. On the other hand, as the sub-prime crisis sweeping the United States in June 2008, the evolution is out of control and has become a global "financial tsunami". This most serious financial crisis over the past 60 years, shocks the global capital markets, strikes the confidence of investors, and leads to further deterioration of the investment environment, which let us pay more attention to investor protection system in securities trading.Based on the international economic environment and the economic exchanges between the two countries, it is particularly important to explore the capital markets of the two countries, especially for studies in the field of securities law and investor protection system in the securities trading.At present, all countries in the world, which have reach a consensus of investor protection system in the securities trading, have taken all sorts of measures,such as the prohibition of insider dealing, market manipulation and control, control of investment advice, securities class action system.At present, China and South Korea already have been issued a series of laws and regulations, legislature, administration and judicial authority take the corresponding measures to protect investors against the irregularities of the securities and exchange.Under this background, the strengthening of legal research about the protection investors system of national securities market has great, realistic meanings. This paper attmpts to analyze the evolution of securities law of China and South Korea on the whole, in particular the investor protection system as the center, and to compare and analyze specific securities law with a long history of the United States, Japan, Britain and other developed countries, with emphasis on the provisions of the Securities Act and related systems of China and South Korea .The article aims to reveal the deficiencies of regulatory system in the securities market of China and South Korea, and to supply some legislative solutions to this problem.This paper consists of four parts.Part one introduces the process of the establishment and modification of the "Securities Law" in China, and abolishment of the old "the Securities and Exchange Law"in South Korea at first. With emphasis on the background and content of the "Capital Market Integration Law" which implemented in 2009 in South Korea, this part compares and analyzes the differences of the capital markets and financial investment law, which exist between China and South Korea.Part two fouces on the main trends in the securities legislation of the United States and Japan, in order to introduce the related systems, aimed at protecting investors around the world.Because of the wealth of the legislation and law enforcement practices, especially the long-term development of the sources of case law in conjunction with the application of legal norms, the United States provides rich experience in the investor protection system .At the early stages, Japan began to develop a number of related laws for the protection of investors in securities transactions. As the neighboring country as China and South Korea, Japan has a deeper historical and cultural origins with the two countries. Therefore the study of the Jpanese"Securities and Exchange Law system"has important reference value to perfect the legal system of the Securities and Exchange in China and South Korea.Part three focus on the four systems to protect investors in securities trading, namely the prohibition of insider trading, market manipulation and control, control of investment advice and securities class action system. This section is the core of the article. First of all,on the prohibition of insider trading, this paper describes theoretical basis and realistic reference on the control of insider trading, introduces the related examples of national legislation, compares and analyzese the specific content of the prohibition of system in China and South Korea. The ultimate purpose is to put forward proposals for improvement.Secondly, with regard to market manipulation and control, this article discusses its theoretical basis and realistic reference, introduces the related examples of national legislation.Based on the analysis and comparison about the types of market manipulation, and the content of regulations between China and South Korea ,the author reveal deficiencies on the manipulation and control in the market area, and puts forward improvement measures.Third, on the control of investment advice, the principle of suitability and description obligation are regarded as the center.The paper is in an analysis of examples of foreign legislation and the contents on the control of investment advice in China and South Korea,in order to explore the improvments.Finally, the part on the securities class action system, introduces effective solutions to the securities-related disputes in collective examples of foreign legislation. Based on the analysis and comparison about the Chinese"representative action system"and the South Korean"collective litigation system", this part intents to explore the improvments on securities class action system in China and South Korea.The fourth part which is the concluding part of this article, does the final sort of the body content. The author summarizes the comparative content of the securities law system in China and South Korea, and then conclude the shortcomings of the securities law between the two countries,whose purpose is to study the methods and means of perfecting the system of securities law.In order to protect investors in securities transactions, China and South Korea have put in place the relevant securities laws and regulations. Form the point of view on the development and content, there are many similarities and the same places between the two countries, but there are also many differences.Based on the comparison of the respective advantages and disadvantages on Chinese and South Korean securities laws and regulations, with reference to securities legislation and judicial practice of the United States, Britain, Japan and other developed countries that have a sound legal system, it has certain practical significance as well as many important inspirations to amend securities law and improve the securities market relevance for China and South Korea in the future. In order to prevent and punish the improper trading and other violations,we need to deepen the reform of each field, strengthen the supervision of securities, deepen the understanding, perfect procedure and system,so that we could build a fair, just, and open security market.
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