| Chinese depositary receipt refer to the securities signed and issued by the depositary in China on the basis of overseas securities,and representing the rights and interests of overseas underlying securities.The protection of investors’ rights of depositary receipts in China is a key issue related to the development of depositary receipts.Compared with traditional securities such as stocks and corporate bonds,the protection of investors’ rights in depositary receipts is characterized by jurisdictional separation and intensified information asymmetry.The protection of investors’ rights of depositary receipts is confronted with many practical difficulties: investors can only indirectly exercise the rights of underlying securities with the help of depositary,and their rights are subject to many restrictions;the issuer of overseas underlying securities is registered abroad,it will be difficult to hold him responsible if he commits illegal and criminal acts;the depositary is a bridge between overseas issuers and investors to realize their rights and obligations,the current theory "depositary has no liability" deviates from the purpose of protecting investors in China’s Securities Law;there are defects in securities laws and regulations in China,and it is difficult for investors to get relief after their rights are damaged.In view of the practical difficulties,we can improve the following ways: first,improve the rights of investors,Strengthen the protection of investors’ rights;the second is to clarify the extraterritorial jurisdiction and application of law so as to hold the issuer of overseas underlying securities accountable;the third is to strengthen the depositary’s obligation norms;fourth,clarify the distribution of tort liability of overseas underlying securities issuers and depositary,and improve the administrative reconciliation system. |
