Study On The Information Disclosure Model Of Chinese Depository Receipts

Chinese depositary receipts are one of the important tools to solve the problem of the return of red-chip enterprises,but based on their derivative,foreign-related and trust,the securities trading process is prone to information asymmetry,resulting in fraud in the capital market,seriously harming the rights and interests of consumers,leading to the collapse of market credibility.Therefore,the exploration of the information disclosure mode of Chinese depositary receipts plays an important role in protecting the interests of investors and promoting the internationalization of capital market.Reference can be made to the Measures for the Administration of the Issue and Trading of Depositary Receipts(Trial),and at present,China adopts a single accountability system of information disclosure model,the obligation of depository receipts information disclosure is only assigned to the basic securities issuer,completely exempting the depositary and trustee of the information disclosure obligation.Such a single responsibility system of information disclosure model is not conducive to the further development of Chinese depositary receipts,but also not conducive to the "Shanghai-Luntong" background of the further development ofChinese depositary receipts.Therefore,on the basis of summarizing the information disclosure mode of basic depository receipts at home and abroad,based on the strict classification and voluntary principle,it is necessary to reasonably allocate the information disclosure obligations of basic securities issuers,depositaryes and custodians at all stages,and to refine the information "synchronous" disclosure obligations of overseas basic securities issuers.It can promote the more perfect information disclosure mechanism of Depositary Receipts in China,and also better protect the investor’s right to know.The first part of this paper is to comb through the current information disclosure model of Chinese depositary receipts,introduce the basic structure of Chinese depositary receipts,the current information disclosure rules,and summarize the problems of the information disclosure model of Chinese depositary receipts.First of all,from the "Depositary Receipts Issue and Transaction Management Measures(Trial)" and "Depository Receipts Depository Agreement Content and Format Guidelines(Trial)" on the depository receipt information disclosure requirements analysis,summarize the current information disclosure obligations and information disclosure content requirements on the existing problems.Secondly,it is controversial to trace the reasons for the shortcomings of the information disclosure model of Chinese depositary receipts,because Chinese depositary receipts are currently in the trial stage,and there are disputes about the definition of the issuer of Chinese depositary receipts and the definition of legal relations between the subjects.According to the domestic securities market habits,China Depositary Receipts belong to the public offering,listed type of financing participation depositary receipts.Clarifying the legal relationship between the subjects of CDR and the issuing subject is the premise and basis for analyzing the subject of China’s depositary receipt information disclosure obligation and the information disclosure standard.The second part of this paper is to undertake the first part,the Chinese depositary receipt information disclosure model of the reasons for these problems,mainly through the introduction of CDR background,the applicable object and the legal relationship between China depositary receipts analysis.First of all,it is necessary to analyze the background of CDR generation and the legal nature of CDR,in order to understand the background basis of the relevant provisions of Chinese depositary receipts.Secondly,the legal relationship between the subjects in China’s depository receipts is analyzed.Specifically,including the legal connection between the issuer and the depositary,the legal connection between the investor and the depositary,the legal connection between the depositary and the trustee,and then analyze the subject of the CDR’s information disclosure obligation,so that the subject of the obligation of information disclosure "should be able to do but failed" in the disclosure of information.The third part of this paper is through comparative analysis,drawing on the information disclosure model of overseas depositary receipts to develop more mature depositary receipts,mainly from the most mature development of American depositary receipts and Taiwan depositary receipts with similar market background analysis.This paper analyzes the two modes of information disclosure of depository receipts,and the disclosure of information to investors in a true,accurate and timely manner by the subject of regulatory information disclosure obligation.The reason for choosing ADR and TDR is that ADR is a mature structure of depositary receipts,which is worth learning from the hierarchical system and regulatory model,while the development course of TDR,from rise to lag,has re-emerged after the reform.The reform process is worthy of our study and experience.Thus,combined with the characteristics of our country,the analysis of our country can absorb reference.The fourth part of this paper is through the above analysis,China’s depository receipt information disclosure model proposed optimization approach.First of all,on the subject of CDR’s information disclosure obligation,perfect the current single mode of information disclosure obligations only borne by overseas basic securities issuers,and construct the information disclosure obligations of depository to ensure that depositary effectively fulfills the obligation of information disclosure supporting mechanism.Secondly,to construct the information disclosure framework,from the release of depositary receipts,listing and post-continuity information to analyze the disclosure obligation of each stage of the subject and should disclose the form and content.Furthermore,the provisions of "synchronous" disclosure of information stipulated in the current management measures are refined to promote the landing of the information disclosure system.