An Analysis Of The Concept Of Unlisted Public Companies In China

CSRC (China Securities Regulatory Commission) promulgated the “InterimProvisions for Stock Transfer System Administration of National Small andMedium-sized Enterprise”(hereafter referred to as “Interim Provisions for TransferSystem”) on January31,2013. It is the regulation that small and medium-sizedenterprises’ stock transfer system (hereafter referred to as “National Stock TransferSystem”) whose establishment is approved by The State Council is a nationalsecurities exchange. National Stock Transfer System is the first nationwide stockmarket to provide stock exchange for the unlisted public companies’ stock in China. Itis a milestone for the construction of Over-the-counter market (hereafter referred toas “OTC market”). Who has an access to the system is unlisted public company. It isfamiliar with the concept of “unlisted public company” in academic circles. However,unlisted public company, as a normative conception, is emerged in December2006,formed in January2013, and modified in December2013. This concept has beenestablished for more than one year but modified in less than one year. No matter in theperspective of theory or practice,“unlisted public company” is still a new concept andbe worth further discussing. The study of this conception is beneficial to accuratelyconfirm the qualification of admittance into the National Stock Transfer System forenterprises in China at present. This study also provides the theoretical reference forthe legislation in future by analyzing the defect of the concept.This paper attempts to define the concept of “unlisted public company” bydiscussing its disadvantages to solve the range of enterprises that regulated by the“Supervision Provision of Unlisted Public Company” from the level of specificationand theory.In this paper, the first part is about the unlisted public company in Chinesecurrent regulations. It is going to introduce the evolvement of unlisted publiccompany’s definition and question the expression of that concept in the legal norm system, which elicits the necessity of exploring the unlisted public company’sconnotation and denotation.The second part is about the analysis of the concept of “unlisted”. It is by themethod of decomposition analysis that the scope of the unlisted public company willbe discussed. Unlisted public company is compounded of “unlisted” and “publiccompany”. It will analyze the meaning of those above words. The concept of unlistedpublic company will be defined by analyzing the true definition of “listed” under thecurrent legal environment.The third part is about the analysis of the concept of “public company”. Although“public company” is a loanword, it emerged early in our legal system. This part willanalyze the concept of “public company” to abstract the concrete features. Based onthe analysis of the concept of “public company” and whether limited liabilitycompanies and listed companies belongs to public companies, in comparison with thecharacteristics of foreign public company, it will summarize the characteristics of"public" in the public company of China.The forth part is going to analyze the characteristics of “public” of publiccompany. As a public company, it has some characteristics different from those ofunlisted public company. The “public” that the author calls is a standard to judgewhether a company is a public company. From the perspective of practice, discussingon the level of characteristics is far short of analyzing a concept. This chapter willhave further study on the connotation of the "public" to get an accurate understandingof its characteristics for refining the judgment standard to the operational level.Meanwhile it is going to find the defects of the regulations in the process of analysisand put forward the author’s views.The last part is the conclusion. By analyzing the connotation of "unlisted" and"public company" can draw the conclusion on the concept of “unlisted publiccompany” in theory and in regulation. The author, combining with the legislativepurpose of establishing the supervision system of unlisted public company in Chinaand the negative impact on OTC market brought by the current concept, put forwardthe proposals to perfect the concept.