| The development of China’s securities market has not been sound enough,the securities investor protection system is not perfect,the cases of fraudulent issuance emerge one after another,and the rights and interests of investors have not been able to get relatively perfect relief,therefore,in Article 24 of the Securities Law,China has established a system of ordering repurchase of fraudulent issuance of shares.Due to the lack of relevant cases and legal rules at home and abroad,China’s fraudulent stock order repurchase system has many theoretical and practical problems,such as legal orientation,specific content,related procedures and convergence with other systems.There is an urgent need for China to construct a complete legal system.In this context,this paper combines the practical needs of securities legislation in China.With the help of a variety of research methods,such as literature research,empirical research and comparative law research,this paper investigates and analyzes the order repurchase system of fraudulent stock issuance in China,and makes a research on the legal orientation,comparison and connection with other systems,trigger conditions,specific contents and procedures,in order to provide suggestions for the refinement and landing of the specific rules of the order repurchase system of fraudulent stock issuance in China.This paper consists of an introduction,a text,a conclusion.The main content of the text includes:The first part mainly explains the basic problems such as the establishment background,existing problems and logical principles of the order repurchase system of fraudulent stock issuance.The background is that although the system of ordering repurchase of fraudulent issuance of shares in China has been clearly stipulated in Article 24 of the Securities Law,however,there are still some practical theoretical problems,such as the positioning of the system is not clear,the relationship with the company buyback system is not clear,the specific implementation procedure is blank,and the convergence with the advance compensation system is not clear.As a result of these practical problems,there is still a long way to go for the repurchase system of fraudulent stock issuance to be put into practice.By explaining the background,asking questions and analyzing the basic legal logic of the system,it provides a direction for the analysis and research of the full text.The second part makes a specific legal analysis on the order repurchase system of fraudulently issuing shares.First of all,in view of the legal orientation of the order repurchase system of fraudulently issuing shares,two theoretical problems are analyzed.First,the buyback behavior applies to the rules of administrative law or civil and commercial law.Second,ordering buyback is an administrative penalty or an administrative order.Then,on the basis of the two basic theoretical issues,the author makes a distinction and comparison between the fraudulent stock order repurchase system and the corporate repurchase system,so as to avoid the confusion between the systems.At the same time,it analyzes the relationship between the order repurchase system of fraudulently issuing shares and the securities-related systems such as delisting,advance compensation,securities administrative settlement,securities civil litigation and so on.As a relief measure for securities investors,the order repurchase system for fraudulent issuance of shares can be used in the same case as advance compensation,securities civil action and other relief measures.However,in principle,the relief that investors can get should be limited to losses.In the process of fraudulently issuing shares and ordering repurchase,we can cooperate with the use of securities administrative reconciliation system to help achieve the final successful buyback.The repurchase system of fraudulently issuing shares also needs to consider the delisting after the end of the repurchase.The above systems may exist in the cases of fraudulent stock issuance,so the order repurchase system of fraudulent stock issuance as a new system needs to consider the connection with the original system.Finally,it analyzes the practical significance of establishing the order repurchase system of fraudulently issuing shares in our country.The third part analyzes and compares the relevant legislation and practice of the United States,Germany and Chinese Hong Kong.Share buybacks caused by fraudulent issuance mainly occurred in the United States,Germany and Chinese Hong Kong.Among them,the repurchase obligations of issuers,issuers,shareholders and actual controllers in the United States and Germany are derived from the clear provisions of legislation,but the SFC’s interpretation of section 213 of the Hong Kong Securities and Futures Ordinance(SFO)creates a legal basis for the SFC to order the relevant subjects to repurchase.Although the stock repurchase systems in the United States,Germany and Chinese Hong Kong are essentially the embodiment of incorrect prospectus responsibilities,there are obvious differences in trigger conditions,contents and procedures.In particular,Hong Kong’s order buyback system embodies its unique judicial characteristics.The fourth part puts forward the author’s suggestions on the order repurchase system of fraudulently issuing shares in our country.The author believes that China’s fraudulent stock repurchase order is essentially an administrative order,but also a very state consequence.The author puts forward some suggestions on the trigger conditions,contents,specific procedures,convergence with other systems.China should improve the order repurchase system of fraudulently issuing shares,which should be in line with the basic reality of our securities market and securities legal system,coordinate the multi-party interests involved in the repurchase process,and effectively protect the rights and interests of investors.The interests of other subjects shall not be harmed. |
