中國語境下股權眾籌的法律性質及發行審批豁免

Research on the Legal Nature of and Exemption of Approval of Equity-based Crowdfunding in the Context of China Legal Systems

在中國證券法律語境下，根據證券發行制度設計的目的，宜將股權眾籌法律定性於證券公開發行行為。但在現行證券公開發行核准制（包括未來實行註冊制）下，股權眾籌面臨著許多法律障礙和制度供給不足，需要通過修訂證券法律使股權眾籌合法化，並根據股權眾籌的實質進行適應性變革，賦予股權眾籌公開發行的豁免核准或註冊，並從控制股權眾籌發行人範圍及融資規模、限制投資者投資額度、適當減輕發行人信息披露義務和強化眾籌平臺的營業行為（負面清單）規制等來建構符合中國國情的股權眾籌法律制度。

In the context of Chinese Securities Law, according to the purpose of the securities issuance system, it is advisable to define the Equity-based Crowdfunding as the public offering of securities. But in the current approval system of securities public offering(including the registration system in the future), the Equity-based Crowdfunding is faced with a 1ot of legal obstacles and the lack of institutional supply, it needs to be legalized by revising the Securities laws. We also need to carry out adaptive change on the basis of the essence of Equity-based Crowdfunding, and grant an exemption of approval or registration for its public offering. By controlling the scope ofthe issuers and the scale of financing, restricting the investment quota, reducing the issuer's obligation to disclose information and by strengthening the business behavior (Negative list management) of the Crowdfunding platform, we can construct a legal system of Equity-based Crowdfunding that is in line with China's national conditions.