The Perfection Of The Legal System Of Chinese Depositary Receipt From The Perspective Of Comparison Between China And America

The Depository Receipts(hereinafter referred to as DRs)are a kind of certificates that can be transferred and represent investors' ownership of overseas securities.It was first produced in the United States and had developed in the 1960s and 1970s.American Depositary Receipts(hereinafter referred to as ADRs),as the important tool for foreign companies to raise funds in the US securities market,have solved the problems of the US and other countries in the securities trading system and foreign exchange management system.Today,ADRs have become a financial investment tool accepted by a wide range of investors,and most Chinese companies have also been listed for financing in the US stock exchange market in the form of ADRs.The introduction of a series of documents such as the Notice on Several Opinions on Piloting the Issuance of Stocks or Depositary Receipts for Innovative Enterprises in China,and the Administrative Measures on the Issuance and Transaction of Depositary Receipts makes clear arrangements for the issuance conditions,listing and trading rules,depository custody of depositary receipts,investor protection and other aspects,which means that the Chinese Depositary Receipts(hereinafter referred to as CDRs)have taken an important step from the official implementation.Based on the background of CDRs and by drawing on the mature American Depositary Receipt system,the purpose of this paper is to analyze the inadequacies of CDRs,and explore the development and improvement of CDRs through literature research,logic analysis,qualitative research,normative research,comparative analysis and other research methods combined with China's actual national conditions.The structure of this paper is mainly divided into four parts:The first part is an overview of the DRs,describing the concepts,characteristics and types.Specifically,DRs are a kind of registered securities,which are characterized by legal evasion,internationality and flexible trading.They are classified into financing depositary receipts and non-financial depositary receipts,private placements and public offerings,and Sponsored DRs and Unsponsored DRs according to different angles.The second part is based on the background of the Chinese Depositary Receipt system,and analyzes the necessity of launching CDRs.It not only provides the possibility for the return of the overseas unicorn enterprises,but also conforms to the inherent needs of economic development.The significance of the issuance of Chinese depositary receipts was explained from five perspectives:issuer,investor,banks of China,DR issuer and the entire capital market.The third part mainly introduces the development status of American Depositary Receipt system,the operation mechanism of American Depositary Receipt system and the legal supervision of American Depositary Receipt system.The legal supervision mainly includes the Securities Act of 1933 and Exchange Act of 1934,involving Form F-6 and Rule 144A,elaborates the relevant legislation of the American Depositary Receipt System and provides reference for the development and improvement of Chinese Depositary Receipts.The fourth part is mainly the evaluation of the Chinese Depositary Receipt system,and analyzes the main constraints of the Chinese Depositary Receipt system,including market and regulatory obstacles,foreign exchange control barriers,legal system obstacles,depositary barriers,and draws on mature ADR system so as to propose relevant suggestions for improving the Chinese Depositary Receipt system combined with the actual situation in China,including improving the market supervision system,introducing the DRs of multi-level markets;gradually promoting the free conversion mechanism between DRs and underlying securities;refining the relevant provisions on investor protection to effectively protect the relevant rights and interests of investors;and carefully selecting depositaries.The introduction of the Chinese Depositary Receipt System is conducive to enhancing the ability of the capital market to serve the real economy,promoting the capital market to further support the implementation of the innovation-driven development strategy,helping the healthy and sustainable development of the new economy,and helping to enhance the international influence of the Chinese securities market.However,CDRs are innovative financial products.Under the circumstances that China's capital market is still immature,China should actively learn from relevant foreign experience,improve relevant supporting measures,and adhere to the combination of innovation and development,inject new vitality into economic growth,and help economic restructuring and industrial transformation and upgrading.