Studies Of Small And Medium Enterprises Listed Overseas Legal Difficulties

We are not unfamiliar with the word of "overseas listing ", since Qingdao issued H shares in 1993, the overseas listing of Chinese enterprises has experienced a number of high tides in recent years, especially after China joined in WTO,with the increasing development of the global economic and the growing liberalization of international capital flowing, more and more Chinese enterprises land overseas markets. With development of Chinese economy and the depth of reform and opening up, small and medium-sized enterprises develop and expand increasing, so the demand for capital is increasing, but the imperfections of domestic securities market, the limited use of bank loans and financial support and other reasons make small and medium-sized enterprises face many difficulties in financing at domestic market; while, multi-level securities market of developed countries providing a good platform for the financing of small and medium-sized enterprises, coupled with the unparalleled advantage of overseas listing, more and more small and medium-sized enterprises choose overseas listing.The ways to overseas listing of domestic enterprises can be summed up to direct listing and indirect listing, though there are many ways to overseas listing, but either of which should be reported to the China Securities Regulatory Commission for approval. In July 1996, "the notice of the problem in the application for overseas listing of enterprises " (the Securities Regulatory Commission issued the word [1999] No.83) (that is, the SRC No.83 text) set the famous "456 standard", which even higher than the standards Shanghai Exchange, Shenzhen Stock Exchange and foreign stock exchange, and the "456 standard" makes small and medium-sized enterprises have no choice but to list on overseas stock markets in indirect listing way to circumvent the law of our country. However, our country strengthens the regulation of indirect listing increasingly, especially in August 9,2006, the Ministry of Commerce, the SASAC, the State Administration of Taxation, State Administration for Industry and Commerce, State Administration of Foreign Exchange and China Securities Regulatory Commission jointly issued " The provision regarding the merger of foreign investors and domestic enterprises "(the text on the 10th), which increased the difficulty of listing. According to the regulations, the overseas listing of domestic enterprises in share merger in direct listing way should not only be successfully accomplished within one year, but also be reported to the China Securities Regulatory Commission and the Ministry of Commerce for approval. The effective time of one year is the severe test of the indirect listing, which makes the indirect listing more difficult. Therefore, the overseas listing of Chinese small and medium-sized enterprises enters huge legal dilemma:On the one hand, the high threshold of direct listing is insurmountable; on the other hand, China continues to strengthen the supervision of indirect listing, which makes the indirect listing more difficult.I have been taking part in the preparatory work for a small enterprise, experiencing the difficulties of financing of the enterprises. In the context of overwhelming of overseas listing, this problem needs to be solved urgently. Therefore, I choose "The research on legal dilemma in overseas listing of small and medium-sized enterprises" as my thesis, aiming at exposing the legal dilemma in overseas listing of small and medium-sized enterprises, putting forward my own shallow views and hoping to draw all sectors of the community's attention to help the overseas listing of small and medium-sized enterprises.In addition to the abstract and conclusion, my article is divided into three parts. The first part is the overview of overseas listing of small and medium-sized enterprises, which defines overseas listing and small and medium-sized enterprises, introduced the history and current situation of overseas listing of small and medium-sized enterprises and analyzes the reasons of overseas listing of small and medium-sized enterprises. The second part focus on the difficulties in overseas listing of small and medium-sized enterprises, the high threshold of direct listing and the strict supervision of indirect listing make small and medium-sized enterprises enter huge legal dilemma. The third part is the advice for the solution of the legal dilemma in overseas listing of small and medium-sized enterprises, which puts forward my own comments and suggestions at aspect of the legislation, the domestic securities market, the legal regulation of overseas listing and the international supervision cooperation.