On The Legal Regulation Of Vie Mode

VIE mode is a kind of red chip mode, unlike the red chip mode way of controlling rights, VIE mode is adopted by overseas Special Purpose Company signed a series of contracts with domestic operating entities, the domestic equity injections to the overseas Special Purpose Company, with a pattern of the overseas listing.Sina Corporation in2000listed on the United States, the first VIE mode. In China’s capital market is not perfect background, small and medium enterprises, private enterprises are faced with the listing threshold is high, the problem of financing, and the offshore perfect capital market is an important channel for financing. On the other hand, due to the presence of foreign investment access in communication, network, the media industry in China, the equity or asset acquisitions overseas indirect listing way blocked. Protocol control mode to take control of the contract can avoid the territory of the access to the industry regulation, but also with the overseas variable interest entities consolidated rules, therefore, protocol control model is used for small and medium enterprises, private enterprises widely.However the VIE mode and equity acquisitions or mergers and acquisitions of assets, the existence of natural instability. For example, the main contract default risk, this would lead to an overseas listing Corporation lost control of domestic entities, the result is not only relative to the contract losses, but will affect the entire stock market investors. In addition, VIE mode is the essence of the avoidance of state regulation of the special industry, government regulators cannot grasp the agreement effective information control mode of a listing Corporation, because of asymmetric information, it will also bring risks to the national economic security.At present, the domestic research on control mode of the VIE is mainly introduced the concept, analyzes the risks protocol control mode and financing enterprises take. For the risk control protocol model may bring to the national economic security, and study how to conduct effective supervision on it is almost a blank. This article through to the enterprise protocol control model based on risk analysis, established the supervision principle of flexible, the concrete suggestion of supervision on the two key links of return investment and overseas listed supervision put forward, its purpose is to solve the asymmetric information protocol control mode of the problem, so that the regulatory authorities to achieve effective supervision on the protocol control mode, safeguard national economic security.