Research On The Advance Compensation System Of Sponsor Institutions

Pay attention to the development and improvement of the capital market,and strive to create a multi-level capital market system with complete financing functions,solid basic systems,effective supervision,and effective protection of investors ’legitimate rights and interests.Important work tasks from financial work meetings.As an important channel for direct financing,the development and improvement of the securities market deserves attention.The field of securities law is also brewing,and many reforms and explorations are under way.The sponsor ’s first compensation system is a useful attempt to solve the problem of investor protection in cases of securities false statements.The newly revised Securities Law has already carried out In principle,it has risen to the legal level.How to correctly grasp the relationship between the relevant normative provisions of advance payment,refine the implementation rules of the system at the operational level,and implement this system,so as to better achieve the purpose of protecting the legitimate rights and interests of investors,become our next endeavor direction.According to the current relevant regulations,China ’s sponsors ’advance payment can be divided into two.One is the advance compensation as derived from the newly revised Article 93 of the Securities Law.The sponsor institution as a type of compensation subject specified in this article can entrust the investor protection agency to provide advance compensation in cases of false statements,but It has not been set up as a statutory obligation of the sponsoring institution,so there is no special requirement on its connotation,and there should be sufficient space for both parties.The second is the advance payment from the advance payment commitments required by the “Procedures for Information Disclosure and Format of Companies Offering Securities to the Public No.1 – Prospectus” issued by the China Securities Regulatory Commission.Sponsors need to make advance in the prospectus.The promise of compensation,and this commitment as a mandatory clause in the prospectus,which sets the advance compensation as an obligation of the sponsor institution,has certain compulsory.This kind of sponsor institution has the obligation to pay first,that is,after the fact that the false statement is confirmed,the sponsor institution uses its own funds to pay the investor first,and then recovers from the other joint and several responsible persons.In this regard,some scholars believe that the advance payment obligations set by the CSRC are in conflict with the provisions of the newly revised Article 93 of the Securities Law,and advocate that the CSRC require the sponsor institution to make advance payment commitments in the prospectus.practice.After careful analysis,the advance payment obligation set by the CSRC for sponsors not only does not conflict with the provisions of the newly revised Article 93 of the Securities Law,but also has a profound rational basis.According to the content of Article 93 of the newly revised Securities Law,although the advance payment obligation cannot be deduced,it recognizes and encourages the advance payment,and it cannot be concluded that the practice of the SFC is in conflict with it.The Securities Regulatory Commission,as a securities regulatory agency,has more thorough theoretical and practical considerations for sponsors to put forward stricter requirements.In theory,it is out of consideration for the protection of the weak and corporate social responsibility;at the practical value level,it can efficiently and conveniently protect investors,respond to the actual needs of the "registered system" reform of stock issuance,and can really activate the "gatekeeper" of the securities market."The mechanism can also promote the healthy development of the securities market.At the same time,although the sponsor ’s prepayment obligation is essentially a prepayment liability,due to the strong correlation between the false statement and the sponsor ’s negligence and fault,it essentially just advances the sponsor ’s liability for compensation.In addition,the part it bears that exceeds its liability share can still be recovered from other responsible persons,without excessively increasing its legal liability,it will not incur "cold winter" in the securities market,and it is essentially different from "rigid payment" and cannot be mixed..From this perspective,it is difficult for opposing views to gain a foothold.Therefore,we should continue to adhere to the practice of pre-payment by sponsors,not only to encourage relevant entities to actively compensate investors in accordance with the provisions of Article 93 of the newly revised Securities Law,but also to adhere to the practice of the CSRC to establish pre-payment obligations.The CSRC may be granted the right to renew the advance payment system in accordance with the provisions of the Securities Law in the subsequent implementation rules to eliminate ambiguity in its connection with Article 93 of the Securities Law.In addition,we also need to issue detailed rules to specify in advance the objects and standards of advance payment,improve supporting measures,ensure that the sponsor ’s advance payment is implemented,and better protect the legitimate rights and interests of investors.