Regulatory Path Of Chinese Non-listed Public Corporations

This article focuses on analyzing the legal connotation of non-listed public corporations in China from the perspectives of obligation and reality and exploring the corresponding regulatory path.While analyzing the regulation methods of non-listed public corporations from the perspective of the current regulations and financing situation in the NEEQ market,this article also analyzes the appropriate connotation and regulation path of non-listed public corporation bases on jurisprudence basis,the Corporate Law,and the Securities Law.This also introduces Double Supervision Paths of the regulations on non-listed public corporations.In addition to the introduction and conclusion,this article has six chapters.The core contents are as follow.Chapter One,“The Scope of Non-list Public Corporations”.This chapter dedicates to introduce three points.Firstly,this chapter introduces that the causes of the emergence of non-listed public corporations are due to the incomplete and imperfect company classification system and the capital market's regulatory factors.These factors not only include the special company bylaws,which was produced while clearing the over-the-counter market(OTC Market),but also includes the demand for multi-level capital market construction,the reasons of the regulatory system reform,and the reasons of the perfection of the investor protection system.Secondly,this chapter studies the connotation and practice of non-listed public corporations' legal concepts.It explains the concept in detail with three situations,which are the two networks and delisting companies,the non-listed public corporations in the regional equity market,and the non-listed public corporations without fixed trading venues.Thirdly,this chapter introduces the development of the NEEQ market,which is the trading venue for non-listed public corporations.It discussed the NEEQ market's legal nature,and its contradiction with the development of the non-listed public corporations.Chapter Two,“The Present Regulatory Situation of Non-listed Public Corporations and Its Related Problems”.This chapter first analyzes the status quo of regulations on non-listed public corporations.On one hand,this chapter puts forward the theory of contract freedom and public intervention,and explains the securities supervision reform and corporate governance soft laws are the fundamental theories for the studies of regulations of the non-listed public corporations.On the other hand,the chapter reviews the regulatory history of the emergence and development of non-listed public corporations and the NEEQ market,and analyzes their current regulatory paths and characteristics.Then,this chapter introduces the four problems of the current regulations on non-listed public corporations.Firstly,the non-listed public corporations lack jurisprudence basis.Secondly,the regulating model and supervising subject are vague.Thirdly,the regulation's logical origin has a problem.Lastly,information disclosure requirements lack a hierarchical arrangement.Chapter Three,“The Comparative Study On the Regulatory Paths of Non-listed Public Companies”.This chapter dedicates to compare the differences of the regulatory paths between non-listed public corporations and listed public corporations in China,and to analyze the regulatory paths of the non-listed public corporations outside of China.This chapter explains the differences in regulating non-listed and listed public corporations from the perspectives of corporation characteristics,securities trading system and trading places,and the exact regulatory path.On one hand,non-listed public companies have the contradictory characteristics of publicity and closeness.On the other hand,because their trading places are semi-open,it's appropriate for non-listed public corporations and their trading places to adopt a self-discipline oriented regulatory model.Chapter Four,“The Double Supervision Paths of Non-listed Public Corporations”.This chapter first introduces the overall framework of the regulations on non-listed public corporations.The first level illustrates that the non-listed public corporations are regulated as an integral part of the public corporation system.The second level explains that the NEEQ market regulates the non-listed public corporations based on the issuance system and the differentiated information disclosure system.The later part of the chapter explains the arrangement of the legal supervision regulations of non-listed public corporations.The Corporate Law standardizes the concepts,characteristics,and classification of the public corporations and non-listed public corporations,formulates the basic contents of public corporation governance,and provides its relating mechanism with the Securities Law.Therefore,the Corporate Law solves the non-listed public corporations' logic origin problem regarding its jurisprudence.The Securities Law determined the denotative characteristics of public corporations,and established the rules for the regulations on complicated public corporations.Therefore,the Securities Law solves a regulatory problem for non-listed public corporations.Chapter Five,“The Regulatory Path from the Corporate Dimensions”.This chapter discusses non-listed public corporations' system arrangement,logic origin,and regulatory system with a perspective of corporate dimensions.This chapter first introduces the reconstruction of the classification paradigm of companies in China,and defines the connotation and extension of public corporations based on the classification system.It also clarifies the concept,classification,corporate governance classifications of the non-listed public corporations.In addition,it provides the relating mechanism with the Securities Law.This chapter then puts forward the concept that the regulatory system of non-listed public corporations should mainly base on the registration system of public corporations and the perfection of the shareholders' rights in the Corporate Law.Chapter Six,“The Regulatory Path from the Securities Market Dimensions”.Based on the securities issuance system and the differentiated information disclosure system,this chapter first discusses the difference and relationship between private placement system other issuance systems,and proposes to construct the public issuing system for special entities.Then,this chapter discusses the connotation,value,and manifestation of the differentiated information disclosure system.Lastly,this chapter introduces the realization path in China,which mainly depends on the market stratification and corporate classified information disclosure,securities administration's horizontal and vertical decentralization,and the emergence of mandatory information disclosure and voluntary information disclosure.