Research On The Improvement Of Subjects Of Information Disclosure Obligation Of Chinese Depository Receipts

Depository receipts are the emerging variety of securities in China.However,with the promotion of the interconnection policies for depository receipts between China and other countries or regions,issuing depository receipts will become an important way for overseas enterprises to access the capital market in China and for domestic enterprises to seek overseas financing.The development of depository receipts is not only conducive to optimizing the types of securities in China,but also to improving the international discourse power of our capital market.Therefore,it is necessary to study and improve the relevant legal system of depository receipts in China,in order to avoid the problems that will occur in the future development process from the source.Since the establishment of the legal system of Chinese Depository Receipts(CDR)in 2018,the development of CDR has not been smooth,and some problems have been gradually exposed.According to the Securities Law and relevant policies and regulations on depositary receipts,overseas issuers shall assume the obligation of information disclosure,but only one information disclosure obligor for CDR leads to excessive information disclosure obligations for overseas issuers and also makes it difficult to guarantee the investors’ right to Learn the Truth.And exempting the depository and the custodian from the information disclosure obligation may lead to their actions or inactions jeopardizing the legitimate rights and interests of investors,and it also will affect the further development of CDR in the long run.The setting of subjects of obligations of information disclosure for CDR shall take account of both the needs of investor protection and the policy objectives,which is to attract overseas enterprises to finance in the domestic market.By comparing the arrangements of disclosure parties for depository receipts in the United States,India,Chinese Taiwan and Chinese Hong Kong,it can be found that the information disclosure obligation is distributed among participants of the depository receipts in the United States,which reduces the information disclosure burden on offshore issuers,and achieves good practical effects.However,India,Chinese Taiwan and Chinese Hong Kong are the same countries or regions that only impose the information disclosure obligation for oversea issuers,and their relevant systems have not developed satisfactorily.Although there may be many other factors influencing the development of the DR market,we can not ignore the significance of the information disclosure mode choice.As the country that issued the first DR,the United States has great reference value in the setting of the information disclosure subjects.Therefore,based on the theoretical analysis and inspection of setting up of information disclosure subjects for extraterritorial depository receipts,this dissertation allocates the disclosing obligations for CDR among participants and provides suggestions for the issues arising from the practical operation.it is imperative to adjust the subjects undertaking obligations for CDR,and construct an information disclosure system for CDR in which overseas issuers play the major role and the depository and custodians as auxiliaries,to enable various legal subjects of depository receipts to supervise each other,to increase the cost of violations of laws and regulations,and to satisfy the demand of investors for information disclosure,and to promote the development of CDR market.