On The Legal Issues Of Valuation Adjustment Mechanism From The Perspective Of National Equifics Exchange And Quotations

The concept,legal nature and legal relationship of the National Equities Exchange and Quotations(NEEQ)permitted Valuation Adjustment Mechanism(Vam)are still controversial,and its regulation should be combined with Civil Code which effect on January 1 2021,company law,securities law and other legal norms.The above-mentioned regulations are too scattered and not comprehensive,which leads to the calculation method of share repurchase agreed in Vam in the NEEQ is similar to that of borrowing and lending,the stock repurchase of the listed company is blocked,the use standard of Vam is not clear,and the valuation method is too simple.Based on the overall analysis of the registration system and information disclosure rules of the NEEQ,the application of Vam will mainly cause difficulties in the examination of the NEEQ,and the creditors' rights and interests of financing companies can hardly be protected,the interests of small and medium-sized shareholders have been infringed.In order to protect the legitimate rights and interests of the investors and financiers,the creditors of the financiers and the small and medium-sized shareholders,and to standardize the standards for the use of the Vam,this paper uses the methods of empirical analysis and Comparative Study,focusing on the legal issues arising from the Vam in the NEEQ,based on China's existing legal research results,combined with the German company law and the development needs of China's financial market,in accordance with the requirements of financial market regulation on the basis of the corresponding solutions.In addition to the introduction and conclusion,the full text consists of four parts.The first part focuses on the basic theory of Vam in common use in the NEEQ.The definition of the legal concept and legal relationship of Vam in the financial field is the basis of other series of studies.This paper rejects the view that Vam belongs to Aleatory contract,and concludes that it is of little significance to discuss which kind of contract should be included in Vam.The study of the agreement should be closely related to the case in practice,based on the principle of contract,focus on the combination of commercial law,economic law for specific analysis.The second part mainly summarizes and sorts out the provisions of Vam in Contract of the Civil Code,company law,securities law and other laws and regulations,so as to find the point of agreement and conflict.And through the information disclosed by http://wenshu.court.gov.cn/,Choice Database and www.neeq.com.cn/,the paper makes data analysis on the usage and case status of the Vam in the NEEQ,in order to make the data true and objective,and lay a good foundation for the following.The third part is the key content,mainly combining the previous content,it is proposed that the disclosure and examination standard of the Vam is not strict enough,and the shareholders' property of financing company lacks effective supervision,the implementation of Vam affects the protection of creditors' rights and interests,as well as the irrationality of the calculation formula,the way of Stock Repurchase and the valuation method.The fourth part is also the key content,mainly around the above-mentioned legal issues,mainly to China's securities law,the company law,the NEEQ industry regulations,combined with the German company law,the relevant securities system in the United States put forward the following recommendations,the NEEQ supervisory organ should carry on the strict substantive examination to the VAM,the disclosure way may change the timely disclosure to the advance disclosure,strengthens to the Financing Party's financial examination,fully displays the independent director's function.On the basis of giving priority to protecting the rights and interests of creditors,we should properly promote the use of debt-for-equity swaps and pay attention to the protection of creditors' right to know.Standardize the calculation formula of share repurchase,appropriately reduce the standard of share repurchase,enrich the evaluation mechanism of Vam.