| When the opening of the second board market is still hard to expect, the buds of anew capital market --.....OTCBB was born in China. OTCBB refers to a capital marketincluding legal relations of issuing and transacting those stocks which can not reach the standards of the main board market as well as the second board market and the legal relations of supervising market. Thus it is a comparatively original and loose OTC market. OTCBB, on one hand, is a prelude of the main board market as well as the second board market. On the other hand OTCBB provides a route of retreat for those shares ousted from the main board and second board market. OTCBB and main board as well as the second board market comprise the storied, flexible market system in China.OTCBB is called "Commissioned Shares Transfer System" whose curtain was opened in 2001. Though OTCBB has not gained much attention, it is as significant as, if not more, to our capital market and perfecting of Corporation Law and Securities Law. To some extent, it is much more important than the second board market. Now little research has been done on OTCBB in law field. I am fairly interested in establishing and perfecting the legal system of OTCBB, trying to explore how to perfect OTCBB legal system in China.OTCBB in China is mainly aimed to solve the problems of STAQ and NET Systems and provide a way for those delisted stocks. But OTCBB in America and Taiwan is a natural result of the development of capital market.Comparing the history of our OTCBB system to that of U.S.A. and Taiwan, we can easily find our OTCBB has some defects since it was born. All these have been reflected in the drawbacks of our OTCBB legal system. First, the general legal environment of OTCBB is worrying. Since the OTC market is denied in Securities Law, the development of OTCBB is restricted from the view of the jurisprudence. Second, the OTCBB is aimed to solve the problem of STAQ and NET. So OTCBB is deprived of the function of raising money, thus current OTCBB legal system has no issuing system now. Third, the current centralized competition price system is not beneficial inprotecting the investors' interests. Fourth, in constructing the supervision system, the securities dealers have been endowed with some supervision power. Whether it is proper or not should be well thought of.In U.S.A. and Taiwan, the issuing system, transaction system and supervision system are comparatively perfect. First, it is definitely declared in the law that OTCBB is aimed to provide a place for those who could not reach the standard of the main board market and the second board market to raise money. Second, the market maker system is adopted by both America and Taiwan. Third, in both America and Taiwan, self-discipline plays an important role in supervising the market. At the same time a corporate without aim to earn money is established to implement the supervision system. Thus a perfect supervision network is shaped.From comparison of legal regulations on OTCBB in U.S.A. , our Taiwan District and Mainland China, we can find that our legal construction of OTCBB is still at a preliminary stage. So we can brook no delay in perfecting OTCBB legal system. We cannot just let it be for the sake of maintaining Chinese characteristics, for to perfect the OTCBB legal system is a natural demand of our legal construction of capital system. From the view of theory, the well-organized OTCBB system is the natural choice to incarnate the principles of efficiency and safety; and the well-organized OTCBB system is the best way to reflect the values of Law on Promoting Medium-and Small-Sized Corporations; Furthermore, the well-organized OTCBB system is an important link to realize the principle of equality; Moreover the well-organized OTCBB system is a key step to perfect the corporate governance. From view of the realistic, the need of the corporations to be listed and the demand of investors as well as the comparatively mature investing ideas and the legislation experience gathered from the regio... |
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