The Research On The Legal Risk And Countermeasure Concerning The Chinese Overseas Listed Companies Back To Mainland Market

Before 2009,the number of the Chinese overseas listed companies(COLCo)was increasing fast,which is mainly due to the stringent requirements and the lengthy audit period of A shares,while the start up board has not yet been introduced.Around 2011,going short institutions,like Muddy Waters and Citron conducted some research reports on the COLCo,which hard bit the financing capacity of those companies.While,in recent years,the start up board and the small and medium-sized board are becoming hot,and the mainland securities regulatory authority has released some loose policies to the return of COLCo at the same time.A-share market is bound to usher in the return of COLCo.However,the problems raised in this phenomenon are not only new challenges to China's economic development,but also higher requirements to relative legal practice and research.The returning process of COLCo to A shares starts from the privatization of the concept stock and the removal of red chip architecture.And then COLCo could choose one of the methods to apply for listing,such as backdoor listing,A shares IPO and A2A,etc.In which,COLCo would encounter many legal risks.Till now,most of the relative research in China focuses on the way to escape from being short-selling,the way to remove variable interest entities or the mechanism design of delisting from A shares.However,most foreign research on COLCo is about the theoretical analysis of whether to privatize from American stocks,the operational analysis of privatization or the way to solve securities class action.To provide a systematic theoretical support for preventing risks in the return of COLCo to A shares,I combine the theoretical analysis with operational analysis.What's more,different from former articles which only explain the COLCo and the return of COLCo in finance or other partial perspective,I compare all of the familiar legal concepts with the return of COLCo,which is one of the innovation points of this paper.From the microscopic point of view,this paper analyzes the legal risks in the returning process and the corresponding solutions.From the macroscopic point of view,the relative legal basis in securities law,corporate law,economic law,administrative law and economics of law are also conducted to complete the theory of returning risk-prevention.By using the methods of concept distinction,comparative study and case analysis,I propose several risk-prevention scheme for COLCo to return to the A share,such as to establish and improve the internal control system,to control the moral hazard in the securities market,to improve the system of financial disclosure and information disclosure and to enhance COLCo's enterprise comprehensive strength,etc.I believe that the fundamental solution cannot only be made by COLCo,in other words,the relative legal system must have some revolutions.It can't be denied that there are many uncertain elements in China's securities market,which bring huge threats to the market participants and hinder the development of the market itself.So that,in the end of this paper,I propose several improvement suggestion of the securities market mechanism,and it will help to fundamentally solve the COLCo returning risks.