| In the context of China's new economic development,Chinese Depositary Receipts came into being.On February 26,2018,Xinhua News Agency published an article calling for China's capital market to follow the development trend of the new era,remove barriers to the capital market,and embrace new economic enterprises in all aspects.On March 15,2018,Vice Chairman of the China Securities Regulatory Commission,Qi Qingmin,said that China Depositary Receipts will be launched soon,thus providing institutional support for overseas red chip companies to list in the A-share market.Immediately,major companies(such as Alibaba,Baidu,Jingdong,Tencent,Netease)also expressed their willingness to return to the A-share listing.In this context,China has successively issued legal documents on regulating the issuance of China Depositary Receipts,and initially formed a legal system of Chinese depositary receipts.It is noteworthy that Xiaomi Group chose to apply for the issuance of China Depositary Receipts on June 7,2018,and is expected to become the first company to eat “crabs” in China's Depositary Receipts.Although on June 19,2018,Xiaomi's official Weibo announced the suspension of the issuance of depositary receipts,and the Securities and Futures Commission said that it respected the Xiaomi Group's choice and decided to cancel the review of Xiaomi's issuance of China Depositary Receipts.However,the discussion on the related issues of depositary receipts has not stopped.On the contrary,Xiaomi Group's suspension of issuing Chinese depositary receipts in China reflects the complexity of the depositary receipt issuance system and the enormous challenges faced by investors.In this regard,it is precisely necessary to carry out more in-depth thinking,and to construct a depository certificate investor protection mechanism suitable for the development status and future trends of China's capital market.Based on China's preliminary depositary voucher legal rules system,this paper discusses the challenges faced by Chinese depositary receipts investor protection and the existing Chinese depositary receipts legal rules system for investor protection,and then proposes to improve China's deposit.The proposal of the vouchers investor protection mechanism provides theoretical and institutional support for the successful issuance of China Depositary Receipts.The structure of this paper is as follows:The first part is a basic overview of Chinese depositary receipts.China Depositary Receipt is the application of the depositary receipt system in China.Therefore,it is necessary to introduce the definition and origin of depositary receipts and the reasons for the introduction of depositary receipts in China.Then it introduces the definition and legal nature of Chinese depositary receipts,and points out that the basic attributes of Chinese depositary receipts are determined as securities through legislative techniques.On this basis,the general types of depositary receipts and the specific types and distribution procedures of depository certificates in China are reviewed.Finally,the legal relationship and rights and obligations of the Chinese depositary receipts are explained in order to better understand the Chinese depositary receipts.The second part reveals the challenges faced by Chinese depositary receipts investor protection.The complexity of the depository receipt mechanism poses a huge challenge to investor protection.The performance is as follows: First,the impact of special arrangements of Chinese depositary receipt issuers on investor protection.China's depositary receipts issuing companies have special arrangements for different rights and VIE structure,which makes investors' rights and interests in an unstable state.Second,the equity agency of the depository institution influences the voting rights of investors.The voting rights of Chinese depositary receipt investors need to be exercised by the depositary institution,but the depositary institution may not be able to exercise in full accordance with the will of the investor.Third,the law of domestic and foreign information disclosure applies conflicts.There are differences in the regulations for information disclosure at home and abroad,which may cause domestic and foreign investors to have differences in information acquisition.Fourth,the application of conflicts in the after-law relief law may cause differences between domestic and foreign investors.The third part is to sort out the provisions of the Chinese depositary receipt legal system on investor protection.China has initially formed a legal system for depositary receipts in China within a few months by issuing a series of legal norms,the biggest of which is the protection of investors.The protection of China Depositary Receipt Investors initially formed a protection system for ex-ante access,information supervision and post-event relief.Advance access includes three aspects: issuing companies,depository institutions,and investors.Information supervision in the matter is mainly to stipulate how to balance the difference between domestic andforeign information disclosure.After-the-fact relief includes non-litigation relief and litigation relief.The fourth part introduces the shortcomings of the Chinese depositary receipts legal rules system on investor protection.Since Chinese depositary receipts are a new thing for the Chinese capital market,there are still defects in the protection of investors.Insufficient performance: First,the issuer's market access criteria are too high.Second,there is no constraint mechanism for depository institutions.Third,the legal responsibility of the information disclosure subject is weakened.Including the intermediary information disclosure assistance obligations are blank,and the cost of securities information disclosure is low.Fourth,in the post-litigation relief.,the investor's right to appeal has a pre-procedure,and the litigation operation mode cannot effectively adapt to the characteristics of the depositary receipt litigation.The meaning of the “compensatory compensation” in the compensation mechanism is not clear,and there is no provision on how to implement the compensation.The fifth part proposes how to improve the protection mechanism of China's depositary receipts.First,in view of the issue of subject access,it is proposed to establish a system of grading system access.Second,build an investor conference to restrict depository institutions and protect the legitimate rights and interests of investors.Third,strengthen the legal responsibility of the subject of information disclosure.Clarify the intermediary information disclosure assistance obligations,and increase the illegal cost of the information disclosure subject.Fourthly,in response to the litigation relief issue,it proposes to improve the litigation relief mechanism for Chinese depositary receipts investors,cancel the pre-procedure procedure,explore the trial group litigation and improve the corresponding litigation operation procedures,clarify the meaning of “compensable compensation”,and try to establish an intermediary agency.The first payment mechanism. |
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