Study On The Chinese Listed Company's Refinancial Law

With the development of the social economy and the deepening of the social reform, a bulk of corporations with modern management system are established, these corporations all want to accumulate a lot of money by issuing shares and bonds. But our country's law is short of the relevant provisions. In order to regulate the corporations'crazy financing and refinancing behavior, this article try to do a simple seeking to regulate the listed companies refinancing behavior. China's listed companies want to refinance, there are many legal issues .I want to find some core issues to establish a legal system of listed companies. This article mainly elaborate the concept of the listed companies' refinance, and the feature, the species of the listed companies' refinance, tells legislative proposals. I hope that our country can draft a financial law about the listed companies perfectly. Then our socialist market economy can get a further progress.This article is divided into four sections. The first chapter is an overview of the overall of refinancing of listed companies. China's major listed companies on the concept of re-financing types,characteristics,problems and causes of these problems, As well as listed companies in China should be legal intervention refinancing. The first chapter is divided into three sections to tell. The first section focused on the concept of refinancing, the mainly kinds of the refinancing, including issuing new shares,convertible bonds and so on. The second section detailed describes the current situation of listed companies'refinancing behavior, and the cause for these situations. The third section mainly elaborate the legal intervention of the listed companies'refinance, mainly analysis why and how to do legal intervention.The second charter simply sum up the listed companies'legal system from three sections. The first section tells the legal problems in the listed companies'refinance in our country's Corporate Law and Securities Law. The second section tells the provision of the listed companies'refinance drafted by the China Securities Regulatory Commission. The third section tells other provisions drafted by other agency.The third charter sum up the present problems of the legal system in the listed companies'refinance from the disorder phenomenon. It is summarized from two sections. The first section tells the problems in the legislative philosophy of the listed companies'refinance. It is mainly from the three points of views to illustrate the problems. One of the points of view is the basis of legal regulation of the listed companies'refinance. There are some contradictions between the companies'profitability and the corporate'social responsibility. Another one of the point of views is the limits of regulation. There are indistinct areas between the market mechanisms and the government interventions. The third point of views is the aim of the legal intervention, that is for the protection of the investors and the support of the high-quality companies. The second section mainly tells the problems in the legal system design of the listed companies'refinance, also from five angles to analyze. The first is the refinancing of the listed companies in china lack of accountability mechanisms. Explained as a result of the accountability mechanisms, our listed companies can act arbitrary. These companies don't need to take responsibility for harm invertors. And the investors don't get the compensation to bear the lose. The second aspect was our current refinancing lack of tools, described from the lack of trust refinancing system and the unsound of the convertible system. The third area was the refinancing of our procedural rules don't sound. It mainly described from the lack of relevant law after refinancing and there are a range of issues in the information disclosure. The fourth section mainly writes the lack of supervision in our refinancing legal system. Including the function of the supervisor is disorder and the regulatory confused. The fifth section mainly writes our refinancing legal system lack of protection for invertors. It mainly elaborates from the lack of expression mechanisms and the interests protection mechanisms for the small and medium-sized shareholders.The fourth charter is the most important one in this article. The chapter three tells two major problems, the chapter four, relatively, to illustrate it from six perspectives. The first section gives a detailed answer for companies'refinance. It tells that we must establish the concept of the corporate social responsibility to distinguish the limits between the market regulation and the government intervention, to achieve balance between the investor and financiers, to establish the legislative concept of the refinancing of the listed companies in china. The other five sections are countermeasures for the above problems in chapter three. The second section is about the establishment of the accountability mechanisms, so the behavior of refinance can be regulated, when the investor's interests was damaged, we can find the responsibility. The third section tells to support the refinance of the listed companie, tools are supplies to broaden the channel of the refinancing of the listed companies, including the establishment of the convertible bonds system and the trust financing system. The fourth section on the refinancing of the listed companies to improve the rules of the procedure, including establish and improve the information disclosure system, as well as the implementation of the decision-making method of voting classification. The fifth section of the refinancing is necessary to strengthen legal supervision, including shares issued to improve the regulatory system, re-financing of specific use and time interval to be restricted, for the negative regulation of the department require a certain degree of responsibility and commitment to improve the listed companies internal management mechanism. Sixth section was re-financing to strengthen the legal protection of investors, including the establishment of dividend reporting system to improve the financing of the threshold as well as a certain proportion of the priority allocation of the old shareholders.