Research On The Legal Liability Of Securities Intermediaries Under The Registration System Of Science And Innovation Board In China

On June 13th,2019,the Science and Technology Innovation Board was officially launched on the Shanghai Stock Exchange.The establishment of the Science and Technology Innovation Board and the pilot of the registration system are key basic institutional arrangements to deepen the reform and opening of China's securities market.On December 28,2019,the 15th Meeting of the 13th National People's Congress Standing Committee reviewed and approved the "Securities Law of the People's Republic of China(Amendment 2019)",explicitly changing the "approval"system for stock issuance to the "registration" system.This indicates that the process of China's securities market from the approval system to the registration system has been accelerated.Under the "approval" model for stock issuance and listing,the China Securities Regulatory Commission not only conducts a substantive review of the issuance application submitted by the issuer in accordance with the principle of information disclosure,but also makes a value judgment on the company to be listed to determine whether to approve the listing.decision.However,under the"registration" mode of stock issuance review,it puts forward higher requirements for the maturity of the stock market,and the value judgment of the stock is handed over to the market.Therefore,the status and role of professional intermediaries as"gatekeepers" in the securities market have become increasingly prominent,and they have a more important review responsibility for the integrity,truthfulness and accuracy of the issuer's information disclosure.However,due to the imperfect legal regulation of professional intermediary institutions in China and the failure of keeping up with the times for the requirements of the registration system reform,and it is difficult for intermediary institutions to play their due role in the registration system reform,and they have not yet reached the responsibility standard of "gate keeper" in the securities market.Among them,there is not only a lack of clear legal provisions,but also a lot of disputes and systematic and detailed research on the principle of sharing and assigning legal responsibilities to different professional intermediaries in the securities market.Only by clearly defining the legal liability of each intermediary institution,establishing a complete legal liability system in which civil liability,criminal liability and administrative liability cooperate with each other,and implementing the relevant legal liability sharing in judicial practice,can we truly achieve the goal of raising the illegal cost of intermediary institutions and regulating the market behavior of intermediary institutions,so that all professional intermediary institutions are diligent and conscientious,and provide strong guarantee for the reform of registration system.The purpose of this thesis is to analyze the current problems of the theory and system of legal liability of intermediaries,and to learn from the legal liability systems of different countries and regions,so as to make suggestions for the construction of the legal responsibility system of intermediary institutions under the background of China's science and technology board registration system,within the background of the legal responsibility research and regulation of securities intermediaries under China's registration system.The first part is the introduction,which summarizes the significance and background of this topic.Through the literature review at home and abroad,it summarizes and analyzes the existing views,finds out the blank of the research on the legal responsibility of intermediary institutions in the reform of registration system in China,and expounds the structure,research ideas,innovations and research methods of this paper,so as to lead to specific discussion.The second part summarizes the status of legal liability of intermediary agencies under China's registration system.First,by introducing the background of the reform of the registration system of the science and technology board,it provides a background introduction for the discussion.Secondly,the classification of China's securities intermediaries is mainly discussed,including sponsors,accounting firms,law firms and other professional intermediaries.It also introduces the changes in the responsibilities of major professional intermediaries under the reform of the registration system compared to the approval system for the issuance of stock issuance audits,as well as the risk of liability.Thirdly,by analyzing the existing regulations on the legal liability of the intermediary agencies in China's laws and regulations,from the theoretical analysis,we can find the shortcomings of the existing legal liability regulation.The third part,starting from the examples,the researcher discusses the typical cases of false information disclosure-"Wanfushengke case" and "Xintai electric case"in which the professional intermediary agencies bear the legal responsibility,to analyze the existing problems of the legal responsibility of China's securities intermediary agencies from the specific cases and explore the shortcomings of the existing legal responsibility system from the practical level.The fourth part discusses the United States and Hong Kong,where the registration system is mature enough,to analyze the legal liability regulations of intermediaries under the registration systems of the above-mentioned countries(regions).Then a reference is provided for the feasibility of the initial development of registration system in China.In the fifth part,by addressing the regulatory deficiencies of China's securities market intermediary institutions as described above,combined with the experience of the construction and reform of the securities intermediary institutions' legal liabilities under the registration system in the United States and China's Hong Kong region,the author puts forward suggestions that meet the needs of the reform of China's registration system:clarify the scope of responsibility of various intermediary agencies;improve the model of "sponsor-led responsibility";adhere to the joint responsibility model and clarify the reasons for exemption of liability;establish a legal liability system that cooperates with civil,criminal and administrative responsibilities;increase the punishment of intermediary agencies;Establish intermediary reputation mechanism and disciplinary punishment mechanism.The sixth part is the conclusion,which summarizes this thesis,and proposes the development of the legal liability system construction of the securities market intermediary institutions in China.