Research On The Stock Trading Legal System Of Unlisted Public Companies

Since1990s, China’s unlisted public companies have emerged anddeveloped in a particular historical background when state-owned enterpriseswere reformed to change into joint-stock companies and its operatingmechanism was very unique, anyway, its formation causes are very complicated.Because of the public character of non-listed public companies, the demand ofequity transfer is necessary and reasonable. For a long time, the lack of laws andregulations to regulate unlisted public companies has resulted in poor circulationof unlisted public company stock and illegal stock trading, which has causedgreat harm to the investors’ interests. Figuring out the current situation and findout the specific demands and problems of unlisted public company, thenestablishing the reasonable stock trading system so that the stock trading can becarried out in accordance to laws. It is very significant to set up a multi-level ofcapital market in China, this is not only useful for protecting the investors’lawful rights and interests and promoting the development of unlisted public companies, but also useful for perfecting China’s company law and securitieslaw system.This thesis is base on this thought: First of all, briefly discussing the currentsituation of China’s unlisted public company and the research about it ineducational circles through one case which can lead to the topic of “unlistedpublic company”, then discussing the construction of unlisted public companystock trading system from the following three parts.The first part is about the basic analysis of the stock trading system ofunlisted public company. Firstly, from the perspective of “public company”,observing and studying the legal concept of foreign unlisted company whileconsidering the provisions about the public issue in securities law of China,making the legal conception clear and revealing the history, current situation andproblems of unlisted public company in our country. And then, the basic contentof unlisted public companies stock trading system is put forward. Lastly,discussing the significance about unlisted public companies stock trading legalsystem in two aspects about necessity and feasibility. The second part mainly investigates the unlisted public companies stocktrading system through America OTCBB market and The Emerging market inChina’s Taiwan province, in order to getting reference about related system. Andthen finding out some basic law which including establish unified OTC market,importing market marker system, formulating appropriated informationdisclosure, and rotating plate system and so on.The third part is the key part of this thesis. It discusses the details of theconstruction of unlisted public company. The first step is to build up the unifiedOTC market—“1+N” pattern OTC market which is base on the reformed sharetransfer agency system and local property trading centers. Then proposing somelegal suggestions on the specific trading system from the following perspectives:listing conditions, the way of trading, information disclosure, delisting andturning board.