Research On Legal Issues Of Chinese Depositary Receipt

Depositary receipts refer to transferable vouchers representing the ownership of overseas underlying securities on behalf of investors in the securities market of a country.The depositary receipt system originated in the United States,and after nearly a century of development,it has developed into an important international financing tool.In 2019,the depositary receipts market raised a total of US $ 17 billion through 83 issuances,with a total transaction volume of 150.3 billion depositary receipts valued at US $ 3.3 trillion.Depositary receipts have important institutional value and have positive significance for investors,foreign companies,and even the securities market of a country.On June 6,2018,the China Securities Regulatory Commission issued the "Administrative Measures on the Issuance and Transaction of Depositary Receipts(Trial)",and China’s depositary receipt system was officially implemented.The "Administrative Measures on the Issuance and Transaction of Depositary Receipts(Trial)" clarifies the basic rules of the depositary receipts system in terms of law application and supervision.It issues the issuance,listing and trading of depositary receipts,information disclosure,depositary and custody,investors Protection and legal liability are systematically regulated.Combining the above documents,this article constructs the legal relationship of depositary receipts from three aspects:the subject,object and content of the legal relationship of depositary receipts,and systematically reviews the legal system of depositary receipts in China.The reason why the American Depositary Receipt Market is the most developed market in the world is its important legal system of depositary receipts.This article examines the American Depositary Receipt System,and discusses the three important principles of information disclosure,anti-fraud,and voluntary principles in the American Depositary Receipt Legal System.It introduces four types of American Depositary Receipt.Specific classification,and reviewed the conversion mechanism between the depositary receipts and the underlying securities.Combining China’s current laws and regulations and the American depositary receipt system,this article summarizes the problems in China’s depositary receipt system.The type of depositary receipts is single,the entry barrier is too high,the depositary receipts and basic securities cannot be freely converted,and information is disclosed The system and the investor protection system are incomplete and analyzed.In response to the problems raised,this article proposes to solve the problem of a single type of depositary receipts by increasing the types of depositary receipts,establishing depositary receipts issued by private placements,and primary depositary receipts;by gradually implementing the "registration system" of depositary receipts 2.Reduce the requirements on the issuer to solve the problem of excessive entry barriers for depositary receipts;by adopting a conversion mode with a limit,to achieve free conversion between depositary receipts and basic securities in China;Improve the information disclosure system from the principle of multiple principles,clarify the specific operating methods of the "synchronous obligation",separately stipulate the information disclosure obligations according to the type of depositary receipts,and increase the penalty for illegal disclosure of information;Improvement of the system to improve the investor protection system.Through the above system design,with a view to the further development of China’s depositary receipts system.