Studying On The System Of Eligible Securities Publisher Of Listed Companies

In the short ten years since 1990s, China's securities business has expanded in quantity, but it doesn't develop healthily as one wishes. To trace to its source, the development of the securities market related to securities publisher. To enhance the competence of listed companies, firstly it is important to better the quality of securities publisher and to form a set of perfect system of eligible securities publisher of listed companies.According to the involved law in our country, at present the bonds covered by the listed companies are mainly stock and debenture. The paper would focus on the system of securities publisher on inhere stock shares and new stock shares.The regulations on the securities publisher in the law of China have been included in the company law and the securities law. The company law has mainly regulated the obligations and rights of charter member in the process of setting up a listed company, and also has dealt with other kinds of issuer. The securities law regulates the basic rules that the issuer of a listed company should obey in the process of issuing and contracting. Furthermore, the two also regulate the legal responsibilities taken by the issuer, including the civil, criminal and administrative liabilities.At present, related regulations and laws have gradually founded a initial legal base to consolidate the system of qualified security issuer of listed company. But we still need be aware of the weakness of current laws and regulations, weakness such as lack of clear specifications towards qualification of initial share issuer, slack restrict on new share issue, public incapability of ensuring the accuracy, authenticity and complete of documents, lack of specific regulation on the liability and obligation of security issuer after issuing security, loss of effective punishment towards abnormal operation, buy back system cannot effect in reality and so on. All above those problems need fundamental cure by legislation.To establish some key legislation guidance will be elementary for the construction of the law of security issuer qualification. Coming in details, investment orientation, administration guidance and economic efficiency are three dominant principles. In termsof classification concerned, there are four law systems need to be accomplished: 1 Qualification inspection system of security issuer.(1) Initial share issuer qualificationFor the time being, there are merely rare regulations on initial issuer qualification inspection in domestic law. It's necessary to set up criteria for the qualification inspection by legislation, particularly in the criterion of company finance, credit, operation and legal identity.(2) New share issuer qualificationCurrently, severe inadequacy of limit to the security issue has resulted overwhelming desire to get company public listed across the country. It is emergent to fix the entrance limit by legislation. In general, the future applicant has a need to submit report on the matter of company profit, financial condition, management infrastructure, company credit, voting procedure of new share issue and amount and use of fund raised by new share issue etc.2. Information disclosure and publicAccording to prevailing laws and rules, during the whole process of security issue, the authenticity, accuracy and complete of various documents are individually allocated to the self discipline of security issuer, confirmation of security underwriter and inspection of security regulation department. But the reality proves this kind of model can not work effectively as the result of failure of inner circle and internal audit. So it is compulsory to establish a information disclosure system which mandate that company disclose its all sorts of information when issuing the security for the first time.3. Obligation and liability after issuing security.In regarding to the principle of limited obligation, initial share issuers mainly start to participate in profit share after they fulfill their obligation to invest. However, as the complication of reality, particularly uniqueness in management of Chinese company, issuer of listed company needs to sustain liabilities for the company and other investors. In detailed, actual investment, respect of independence of the company and offering incentive to long lasting development of the company are major liabilities for the investors after their initial investment.4. Buy back system of security issue.To be accurate, buy back system introduce the concept of complete rather thanestablishment. Current company law, security law, rules and correlated legal explanation have provided solid legal dependence for the execution of buy back system. In general, there are four kinds of situations have been clearly stated in those dependence.1 .To clarify six conditions that can kick off the buy back system such as issuer can not arrange launch conference on time, launch conference decide not to set up the company, issue security by fraud or without permit, administration department cancel the application of security issue no matter of share or not etc; 2.to clarify four ways that can realize buy back system, mainly depending on whomever to take charge of the buy back process; 3. to clarify the responsibility occurred on issuer out of kicking off the buy back system; 4. right to withdraw investment by investors and right to seek legal help.