Research On The Perfection Of Chinese Depositary Receipts Legal System

China’s securities market is facing structural reforms on the supply side.Promoting cross-border securities financing is the breakthrough point of the reform.Among them,depositary receipts,as one of the ways to attract foreign companies to enter the market,can activate the vitality of the securities market and empower the development of the real economy.The CSRC issued the "Administrative Measures on the Issuance and Transaction of Depositary Receipts（Trial）" in June 2018,which officially opened the prelude to the construction of the depositary receipt system.The newly revised Securities Law of 2019 officially incorporated depositary receipts into statutory securities.However,compared with the American depositary receipt system,China is still in the early stages of development and faces the status quo of imperfect depositary receipt system.Xiaomi Group The original plan for the issuance of depositary receipts for listing was also revoked,which reflects that there are many legal problems with China’s depositary receipts.First,the nature of the legal relationship of the depositary receipts is still inconclusive,both legally and in academic circles.The ultimate consequence is the uncertainty in the application of the theory to ensure the actual interests of investors.Second,the security market information disclosure system It is said that the information disclosure rules for the characteristics of cross-border financing securities such as depositary receipts have not been matched;again,China’s securities regulatory model is government-led,and a unique model of the Securities and Futures Commission inhibits the regulatory momentum of stock exchanges and lacks multiple And the check-and-balance mechanism between regulatory entities;in the end,most of the overseas companies that currently meet the conditions for issuing depositary receipts are red-chip enterprises with agreement control,and the domestic securities market’s legality of agreement control does not It is recognized at the level of law,and there is no mechanism for preventing agreement to control risks.Faced with various problems in the improvement of the depositary receipts system,they need to be solved one by one.The definition of the nature of the depositary receipts needs to focus on the interests of investors,and to infer the application of the theory from the results.value.As a type of cross-border financing,depository receipts need to clarify the responsibilities of domestic and overseas participants on the front of information disclosure,and at the same time ensure the timely and effective transmission of information on domestic and overseas securities markets.At the regulatory level,it is necessary to coordinate the regulatory resource allocation between different types of overseas enterprises,as well as domestic and foreign enterprises,expand the regulatory body of depositary receipts,and form a mutually restrictive monitoring mechanism.In addition,it is necessary to clarify the legality foundation that the agreement can control,cut off the risk transmission that may be caused by the agreement control,and then promote the improvement of the depositary receipt system.