Research On The Improvement Of Legal System Of Depositary Receipts In China

With the development of China's capital market,the call for foreign listed unicorn companies to return to China's securities market is getting higher and higher.Because these companies have problems such as VIE structure,AB shares,and registered places not in China,these companies Does not meet the domestic listing requirements.However,China Depositary Receipts can solve these problems just because Chinese depositary receipts are a derivative of stocks,which transforms specific stocks into an investment certificate,which can cross the VIE structure,AB shares,and registration.Such specific problems.Therefore,the introduction of China Depositary Receipts has alleviated the urgent need for the A-share market.The world's first depositary receipt was issued by Morgan Bank of the United States in 1927.After more than 80 years of development,today's depositary receipts have become an important financial derivative widely used in the international financial market,with rich varieties,complete operational procedures and a relatively complete regulatory system.With the continuous improvement of China's economic openness,the internationalization process of the securities market is also accelerating.The requirements for the introduction of Chinese depositary receipts are becoming more and more intense at home and abroad.The introduction of Chinese depositary receipts has become an irreversible trend.However,the complexity of the legal structure of the depositary receipt legal system,the transnationality of the depository and issuance mechanism and the transnationality of legal supervision,and the low level of China's capital market opening will all be the need to overcome the legal development of the depositary receipt legal system in China.Obstacles.How to carry out the legal system design of China Depositary Receipts in order to fully realize the value of the depositary receipt system,in order to realize and promote the free and safe flow of capital in the international market and the most efficient allocation,in order to establish a sound legal supervision system to fully protect the depositary receipt investment the interests of the people are the problems introduced by the depositary receipt system.This paper attempts to analyze the current legal system of China's depositary receipts through the reference to international conventions and international successful experience,combined with China's own characteristics,to find possible institutional obstacles,and hopes to have the effect of inspiring.In addition to the introduction,this article is divided into four parts:The first part-an overview of the legal system of depositary receipts.This part introduces the advantages and disadvantages and classification of depositary receipts from the practical point of view,summarizes the historical development of depositary receipts,clarifies the business practice background of the research object,and analyzes the operation structure of depository receipt issuance transaction.The legal relationship between the participating entities of the depositary receipts is clarified.The second part is the status quo of the legal system of depositary receipts in China.This part is based on the legal analysis of the relevant depository documents issued by the China Securities Regulatory Commission.It introduces in detail the historical background of the development of depositary receipts in China,expounds the operation process of China's depositary receipts,and analyzes the depositary receipts on this basis.The legal nature of the law and the determination of the legal status of the parties involved.The third part-the extraterritorial practice and enlightenment of the depositary receipt system-take the United States as an example.This part introduces the American Depositary Receipt System from an empirical perspective and provides a model for institutional comparison to further explore the issue of Chinese depositary receipts.The fourth part is the legal application proposal of China's depositary receipts.From the perspective of development,this part first discusses the relationship between the legal relationship between depositary receipts and the trust relationship,and points out that the depositary receipts are similar to the trust relationship but there are still many differences.Combined with China's company law,it points out the problem of rights relief and depositary receipt conversion that investors may face when facing depositary receipts.Finally,it analyzes the current obstacles of foreign exchange control in the issuance of Chinese depositary receipts,and points out that it is necessary to break through this obstacle to promote the development of China's capital market.