| It is difficult for small and medium-sized start-ups to effectively obtain indirect financing through banks,which affects the further development of my country’s economy.At the level of direct financing,the insufficient supply of my country’s securities public offering system seriously restricts the financing of enterprises in the securities market,and fails to provide sufficient financing opportunities for existing small and medium-sized start-ups.This is the practical need of our country to build the exemption system for public offering of small securities.While facilitating capital formation,attention should also be paid to the protection of investors’ rights and interests and the prevention of systemic securities risks.To solve the reality,it is necessary to complete institutional innovation and protect the legitimate rights and interests of investors to prevent systemic risks,which is the foothold of this article.In view of this,this thesis first analyzes the actual demand for this system in my country,and clarifies the necessity and feasibility of the system construction;secondly,from the aspects of the issuance quota,issuer,investor qualification,information disclosure,etc.The specific construction of the system should be carried out;finally,from the two aspects of realization form and realization content,the specific legal realization path of the system is proposed.The main issues and contents of each chapter of this thesis are briefly described below:The first chapter expounds the origin and basic connotation of the exemption system for public offering of small securities,analyzes and discusses the possibility and necessity of this system in the local construction,and clarifies my country’s actual needs for this system and the basis for the implementation of the system.The exemption system for public offering of small-value securities refers to a system that recognizes small and medium-sized start-ups with a total financing amount below a certain limit as a public offering and is exempt from the approval and registration procedures required for public offering big essential feature.This makes the theoretical assumptions and regulatory logic of the system construction different from general securities issuance.This system originated from outside the territory,and the basic institutional framework includes: small-amount exemption issuance methods,issuance-related qualification setting,investor setting,and information disclosure.From the legislative dynamics of my country’s securities law and the reform of securities supervision,it can be seen that the establishment of this system in my country is possible.From the analysis of the positive function and negative impact of the system itself,the above two can balance each other,so the system itself has legitimacy.The relative lack of financing means for small and medium-sized start-ups,the urgent need to expand investment channels in the securities market,and the need for innovation in securities supervision indicate that my country has a realistic need for this system.This system can adapt to the legal environment,securities market investment environment,securities issuance system and external supporting system under my country’s socialist legal system,which is enough to show that it has a foundation for implementation in my country.The second chapter is the exemption system for small-value securities issuance.Because the amount of securities issuance is small,it has led to discussions on whether registration exemption is required.Therefore,the issuance quota is a priority issue in the construction of this system.The specific construction of the small securities issuance exemption system can first be carried out around the issuance quota.Two issues are specifically discussed in this chapter.First,it analyzes the consideration factors for the quota setting of the exemption for small-value securities issuance,analyzes it from the perspective of legislation,and proposes the basic principles of quota construction.Second,through the comparison of extraterritorial legislation,the legislative construction of my country’s small securities exempted issuance quota is obtained.In terms of the reasons for setting the issuance quota,the appropriate satisfaction of the financing needs of small and medium-sized enterprises,the rigid demand for the protection of investors’ rights and interests,and the prevention of systemic risks in the securities market should be comprehensively considered.Based on the aforementioned considerations,in the principle of setting the issuance quota,it should be based on the current market situation of securities issuance in my country,consider the risk-taking ability of securities investors,and combine with the financing practice needs of small and medium-sized enterprises.After setting the consideration factors and basic principles of the exemption system for small-value securities issuance,through the analysis and comparison of extraterritorial legislation such as the United States,it summarizes the advanced legislative experience on quota setting,and finally puts forward the legislative inspiration for our country.The third chapter discusses one of the entry thresholds,the subject qualification of the exemption system for the public offering of small-value securities.Based on this,under the concept of balancing investor protection and the financing needs of small and medium-sized enterprises,this thesis proposes an exemption system in my country’s small securities public offering exemption system by analyzing the consideration elements and basic principles for the qualification setting of small securities issuers and examining foreign advanced legislative experience.The setting path of the issuer qualification,the following factors should be considered in the qualification setting.First,considering the financing needs of SMEs,and analyze the definition of SME qualifications in the exemption for public issuance of small-value securities;second,consider the maintenance of securities market order and macroeconomic operations,the exemption system for small-value securities issuance should serve and my country’s macroeconomic operations.Third,based on the actual needs of building a multi-level capital market,the exemption of small securities issuance should be based on the current securities market structure and promote its improvement.On the basis of considering factors,the system construction should follow the three principles of setting rules according to national conditions,preventing securities fraud,and protecting the legitimate rights and interests of investors.Finally,by examining and analyzing the positive and negative conditions of the issuer of extraterritorial legislation,the thesis puts forward suggestions on the Chinese path of the exemption system for small-value securities issuance.Chapter Ⅳ The construction of the information disclosure system for the public offering of small securities has its necessity and particularity.The public issuance of small-value securities faces problems such as aggravation of information asymmetry,increase of investor risk,and balance of rights and obligations.Therefore,it is necessary to endow small-value securities issuers with information disclosure obligations,create a fair and transparent information disclosure environment for investors,and promote the sustainable and healthy development of the small-value issuance market.On the other hand,small and medium-sized start-ups are still in the initial stage of development.If the information disclosure requirements are too high,it will cause excessive compliance costs,which will make fundraisers who lack funds face greater difficulties and lose the exemption for small securities issuance.Advantages of financing.Therefore,under the principle of balancing investor protection and capital formation,the public issuance of small-value securities needs to carefully determine the degree of information disclosure obligations,and should consider the characteristics of small-value issuance and the costs and benefits of information disclosure,and the information disclosure of listed companies.Compared with the system,the disclosure procedures,disclosure methods,disclosure contents,etc.are appropriately simplified,but the disclosure standards of authenticity,accuracy and completeness cannot be lowered.The construction of my country’s small securities public offering exemption information disclosure system should specifically include the standards of information disclosure,the obligatory subject of information disclosure,the content of information disclosure,the methods and procedures of information disclosure,and the legal consequences of violating the obligation of information disclosure.Chapter Ⅴ The reason for setting investor qualifications in the exemption system for public offering of small-value securities is to strengthen the protection of investors.The target investor groups for the public offering of small-value securities are mainly small and medium-sized investors.Compared with professional investors such as institutions,their risk tolerance and risk identification capabilities are flawed.In addition,the mandatory information disclosure system has the shortcomings of insufficient effectiveness in protecting investors,and investors in the small securities issuance market face greater investment risks.Therefore,the exemption system for small-value securities issuance needs to set certain qualifications for investors,so as to lock down the major financial risks that investors may suffer from the source,and reduce the impact of market risks on investors.However,the rule should not be too strict,otherwise it will limit the investment rights of investors to a certain extent,and is not conducive to the financing of small and medium-sized start-ups,resulting in the inefficiency of the small issuance exemption system.Regarding the setting of my country’s small securities issuance exemption investor qualifications,the relationship between financing costs,investor protection,and regulatory costs should be balanced,and factors such as investors’ risk tolerance,risk identification capabilities,and investment limits can be considered.For example,the implementation of investor classification regulations,the implementation of investment quota classification restrictions,and the improvement of the construction of investor protection mechanisms.The sixth chapter discusses the legal realization form and content of the exemption system for the public offering of small securities.The legal realization form of the system refers to the question of how to design the legal norm system of the system.The form of legal realization includes not only the content of legal expression,but also the requirements for building a legal norm system.The legal realization form of this system needs to conform to a complete logical system in form,the structure of the system,and meet the basic requirements of normal operation after the establishment of the system.In my country,the legal implementation form of this system can be adopted.In the provisions of the Securities Law and administrative regulations,the issuance conditions,exemption content,information disclosure and other basic contents of the exemption system for the public offering of small-value securities are stipulated,but other specific implementation procedures are determined by the CSRC.The legal realization of this system needs to be realized around the issuance conditions,exemption content,issuance procedures,transaction methods,related supporting systems and regulatory mechanisms. |
