| In 2020,China Securities Regulatory Commission(CSRC)and National Development and Reform Commission(NDRC)jointly issued the Notice on Promoting the Pilot Work of Real Estate Investment Trusts(REITs)in the Field of Infrastructure,which started the process of public offering OF REITs in China’s infrastructure and enabled a wide range of small and medium investors to participate in real estate investment.The protection of rights of investors in infrastructure investment trust fund has both general problems based on fund form and special problems based on its particularity.According to the Securities Law,China’s securities industry and trust industry are managed separately,while the infrastructure investment trust fund is a collective trust in legal form,mainly relying on the regulation of the fund law path.Pre-prevention and post-relief are two important stages in realizing the protection of investors’ rights,which play an important role in safeguarding rights and restoring rights.In the preliminary stage,the Law on Securities Investment Fund establishes a public fund investor protection system,which is dominated by information disclosure system and holder’s meeting system,and the infrastructure investment trust fund also continues this institutional arrangement.But public funds and infrastructure investment trust fund in the fund manager’s role,and there is essential difference between fund assets ratio regulation,make the existing legal norms is not fully reflect the investors in infrastructure investment trust assets risk,and moral hazard from the fund manager and the original rights and interests.In the post-event stage,the newly added special representative litigation system in the Securities Law can form a strong deterrent to the illegal acts in the securities market,but its limitations in the procedural rules determine that it cannot provide universal and normal judicial relief for investors.The key point of constructing the rights protection system for REITs investors of infrastructure public offering should be to make up for the lack of motivation and ability of private exercise of rights,and provide convenience for investors to exercise rights and realize relief.We should give priority to the spontaneous protection of investors and give full play to the guiding role of investor protection institutions in the stage of pre-prevention and post-relief.Perfect the content and responsibility system of information disclosure and holders’ meeting to provide clear legal basis and strong institutional guarantee for the protection of investors’ rights;Give full play to the safeguard role of judicial protection,provide convenience for investors to exercise their litigation rights.This paper is divided into four chapters.The first chapter explains and introduces the relevant concepts of investor rights protection of infrastructure public REITs,and points out that compared with traditional securities,infrastructure public REITs have particularity in the underlying assets,asset structure and fund manager’s responsibilities.From the perspective of protection stage and protection subject,Different protection types are divided and compared.The second chapter discusses from the perspective of pre-prevention,analyzes the important position of information disclosure system and holders’ meeting system in the protection of investors’ rights of infrastructure public offering REITs,and points out the problems existing in the current norms.Chapter three discusses from the perspective of post-action relief,compares the securities group litigation led by lawyer and investor protection agency,and analyzes the shortcomings of the special representative litigation system.The fourth chapter on the basis of above discussion,for the construction of infrastructure,public offering REITs investors rights protection system are proposed,including the identity of the investor protection agency fund holders,to strengthen the change of the underlying assets and external managers of information disclosure,restore the general meeting of the holders of mandatory summon for concrete measures and the use of multiple dispute resolution mechanism,etc. |
