英文摘要 |
Article 2 of the Securities Law, which was newly revised in December 2019, puts ''depository receipts'' alongside stocks and bonds as one of the forms of securities regulated by the ''Securities Law'', establishing the status of ''depositary receipts'' in the securities basic law. Depository receipts system is an important system for the further internationalization of Chinas securities market. Due to the derivative nature of depository receipts, they are derived from basic securities such as stocks and bonds, and their issuance and trading are cross-border. Therefore, they are regulated by different at home and abroad. The particularity of risk suffered by depository receipts investors comes from the particularity of construction of the legal relation. The essential nature of the legal relation of depository receipts is of a nature of trust. However, compared with the general commercial trust, the legal relation of depository receipts has its own particularity. Such particularity leads to the intensification of information asymmetry, the abuse of voting rights by nominal shareholders, the obstacles in foreign exchange, the special risks in issuance and trading mechanism, and the risks in securities supervision and judicial jurisdiction. Under this premise, the legal protection mechanism for depositary receipts investors' rights and interests in the cross- border protection objectives, continuous supervision measures, information disclosure system, and investor rights remedies will inevitably have special characteristics that differ from those of domestic ordinary investor protection mechanisms. The disclosure of the above-mentioned particularities is the premise for establishing and improving the protection system for investors' rights and interests of depositary receipts. Therefore, this paper discusses the establishment and improvement of the special mechanism of legal protection of depository receipts investors' rights and interests from five aspects specifically Including: the objectives of the system for protecting the rights and interests of depository receipts investors; the continuous supervision over the behavior of issuers of underlying securities; the legal regulation on depository receipts and custody; the legal regulation of information disclosure; the establishment and improvement of the right relief system for the depository receipts investors. In the course of the discussion, more specific amendments and improvements to the Depository Receipts Regulation have also been proposed. |