The Legal System Of Transfer In Multi-level Capital Market

Multi-level development is the trend of the capital market, countries and regions with developed capital markets often have the best multi-level capital market system. Transfer mechanism is an important hub for connection of the capital market on each level, which has a positive effect for the securities market and both investors and financiers. In the last two decades, China has formed a multi-level capital market system, but has always been lack of proper transfer mechanism. Enterprises in Third Market and GEM are difficult to upgrade, while enterprises in Main Board and GEM are difficult to downgrade. Capital markets on each level were in a relatively closed state. To some extent, it inhibited the development of China's capital market, and also limited the choices for both investors and financiers. The United States, as a typical representative with developed capital markets, has the structured multi-level capital market system and market-based securities listing, delisting review system, which gave birth to a mature transfer mechanism. Appropriately learning from the American experience, we should construct the transfer channels for both upgrade and downgrade after improving the multi-level capital market, and steadily promote the market-oriented reforms of listing, delisting review system. At the same time, on the basis of reforming the current listing, delisting criteria and procedures system, we should construct the specific transfer rules of the multi-level capital market in China. The thesis is divided into three chapters:The first chapter is about the basic theory of transfer in multi-level capital market. Firstly, the thesis elaborates the legal concept and types of transfer between securities markets, while stressing that the real transfer does not request an IPO. Secondly, the thesis analyzes the status of our transfer mechanism:enterprises in Third Market and GEM are difficult to upgrade, while enterprises in Main Board and GEM are difficult to downgrade. Finally, the thesis makes a theoretical analysis of the motivation of transfer mechanism construction in China from the angles of economy and function, while elaborating the Enterprise Financial Growth Cycle theory and signaling model of information economics.The second chapter is about the idea of transfer channels in our multi-level capital market. Firstly, after learning from the American experience, the thesis makes some recommendations about improving our multi-level capital market system. Secondly, the thesis makes a preliminary idea of transfer channels, which clears the overall construction of transfer channels for both upgrade and downgrade in China. Finally, on the basis of comparative analysis, the thesis gives some advices on promoting our market-oriented reforms of listing, delisting review system, while emphasizing the approval right of Stock Exchange and the Securities Association.The third chapter is about the idea of the specific transfer rules of our multi-level capital market from the aspect of GEM. On the one hand, the thesis elaborates the overview and implications of US transfer legal system in multi-level capital market, while studying the criteria and procedures system of transfer among NYSE, NASDAQ and OTCBB, which gives reference to the transfer from GEM to Main Board or from GEM to Third Market in China. On the other hand, after analyzing the frameworks and problems of our transfer legal system about GEM, the thesis makes the idea of specific rules for transfer from GEM, which including absorbing the listing standards from IPO standards, setting the shortest period before transfer, canceling the special treatment procedures before the suspension of listing and so on.