The System Of Fiduciary Obligations Of Depository Receipts Depository Depositars To Investors In China Has Been Improved

Depositary receipts are negotiable securities that exist in the form of negotiable certificates and can represent the circulation of overseas companies in the domestic securities market.There is trust between the depositary and the investor,the depositary has a certain degree of discretion,and the investor has vulnerability,so the depositary and the investor meet the three constituent elements for determining the fiduciary relationship,which constitutes the legal basis of the depositary’s system of fiduciary obligations to investors.The content of the depositary’s fiduciary obligations to investors includes both general fiduciary obligations and specific fiduciary obligations.General fiduciary obligations include both a duty of loyalty and an obligation of diligence.Specific fiduciary obligations include exercising rights on behalf of investors,establishing and maintaining investor rosters,distributing dividends to investors,managing basic property,not buying,selling and sponsoring,ensuring the convenience of investors in exercising their rights,notifying obligations,and other obligations.At present,there are the following problems in the system of fiduciary obligations of depositaries to investors in China: First,the obligation to convert dividends is not stipulated in detail.The relevant legal documents in China only broadly stipulate that the depositary has the obligation to pay dividends,and do not specify the choice of exchange rate in detail,nor do they stipulate the specific time for the depositary to perform the dividend return obligation;second,the depositary’s information disclosure obligation is not stipulated.China’s existing system does not require depositaries to undertake information disclosure obligations,nor does it specify information disclosure standards;third,it does not refine the rules for depositaries to perform voting rights.Therefore,it is necessary for China to improve the system from three aspects: First,to clarify the specific obligations of dividends.In principle,the depositary shall not retain the income from the exchange spread,and determine whether the depositary is obligated to return the dividend according to the time when the overseas company issues the dividend.Second,supplement the depositary’s information disclosure obligations.Clarify that depositaries have information disclosure obligations,raise the level of depositaries’ ability to perform their obligations,and strengthen the content of information disclosure.Third,refine the obligation to perform voting rights on behalf of others.Set the notification period for the exercise of voting rights,and build a convenient channel for the exercise of voting rights.