On The Restructuring Of China's Share Repurchase System

Share repurchase started late in China,and the company law has always adopted strict restrictions on the system.However,with the continuous downturn of China' s stock market in recent years,in order to stabilize the capital market,the Standing Committee of the National People's Congress launched the revision of the share repurchase system in Article 142 of the company law on October 26,2018.However,it is not clear whether the restructuring of the share repurchase system has been improved and whether there will be hidden risks.Therefore,this paper analyzes the latest restructuring of the share repurchase system in the company law of 2018,discusses the advantages and disadvantages of this restructuring,and then puts forward suggestions for further development and improvement.The overall structure of this paper is as follows:firstly,in the literature review part,it introduces the background and significance of the topic,briefly combs the domestic and foreign research status of share repurchase,and lists the research methods and innovations of this paper.Secondly,using the method of value analysis to expound the function of the system of share repurchase,and concludes that it has the characteristics of "double-edged sword",the advantages and disadvantages are all coexist.So how to reasonably use and promote the advantages to eliminate the disadvantages is fundamental.In the last part of the article,aiming at the existing shortcomings of the share repurchase system,the author comprehensively draws on the legislative experience of foreign countries and puts forward feasible and perfect plans based on the actual situation of our country.Specifically,in the part of legislative regulation,this paper combs the legislative change process of China' s share repurchase system from 1993 to 2005 to 2018.It can be seen that the overall legislation is in a relaxed trend.This revision also complies with the general trend and responds to the shortcomings widely criticized in the previous legislation.But at the same time,it is found that this amendment is too biased to encourage repurchase on the whole,and it does not consider its negativity and integrity,and fails to coordinate with the securities law.In the part of judicial practice,through the analysis of 151 repurchase cases on the website of judicial documents,it is found that most of the judicial practice subjects of share repurchase are unlisted companies limited by shares,and the disputes focus on five aspects,namely,the effectiveness of the repurchase agreement,the evaluation of the repurchase price,the decision-making of the repurchase procedure,the prevention of illegal behavior and the disposal of the repurchase shares.However,this amendment is mainly aimed at the protection operation of listed companies,and the response to judicial practice is far from enough,which can not solve the actual needs of judges,which is a great regret of this amendment.Finally,in the field of administrative supervision,through the analysis of the regulations issued by the securities regulatory authorities such as the CSRC,Shanghai Stock Exchange and Shenzhen Stock Exchange,it can also be found that the detailed implementation of the principle provisions at the legislative level is not enough,and then it is easy to breed related securities violations.In view of the shortcomings of the share repurchase system disclosed in the aspects of legislation,judicature and administrative supervision,this paper seeks for the legislative experience of foreign regions through comparative analysis,and based on the national conditions of our country,puts forward the recognition standards for the supplement of repurchase situation,the establishment of pricing mechanism,strengthening the plugging of the illegal behavior in the share repurchase and the coordination with the securities law,and makes it clear The nature of treasury stock and its post disposal mechanism.It is hoped that share repurchase will become an important institutional arrangement.to promote the stable and heal thy development of China's capital market,construct multi group interest balanced share repurchase system with Chiinese characteristics,and give full play to its "positive guiding role".