本文選題：新三板 + 做市商制度　； 參考：《華東政法大學(xué)》2015年碩士論文

【摘要】：中國的新三板市場經(jīng)歷了倆次擴容以后已經(jīng)成為了中小企業(yè)直接融資的場外資本市場,為適應(yīng)新的交易環(huán)境,新三板市場改變原有交易方式,通過做市商做市實現(xiàn)股權(quán)轉(zhuǎn)讓。做市商制度在歐美市場得到發(fā)展和完善,為歐美資本市場的健康發(fā)展做出了不可估量的貢獻。但在國內(nèi),并沒有充足的做市商制度建設(shè)的經(jīng)驗可供借鑒,因此在新三板市場引入做市商制度,不得不立足于國內(nèi)資本市場的基本情況,參照歐美市場的成功經(jīng)驗一步步探索。原三板市場開始擴容至全國中小企業(yè)股份轉(zhuǎn)讓系統(tǒng)成立,越來越多的公司順利在新三板市場掛牌,融資及股權(quán)轉(zhuǎn)讓需求得到大幅度提升,在這種背景下推出通過券商做市的交易方式,顯然是符合市場規(guī)律的,同時還有利于激發(fā)投資者投資熱情。但就現(xiàn)有的法律法規(guī)及制度框架來看,在新三板市場實行做市商制度還是會存在一定的問題,比如說做市商在做市過程中所承擔(dān)的義務(wù)與其享有的權(quán)利不協(xié)調(diào),缺乏做市動力;以及對做市商的監(jiān)管力度不夠,新三板做市商有可能會壟斷報價、甚至合謀操縱市場價格,侵害投資者利益。即使是在做市商制度發(fā)展十分成熟的美國NASDAQ市場及英國倫敦市場,也曾經(jīng)出現(xiàn)過類似的問題,甚至可以認為任何一個資本市場從做市商制度的開始實行、發(fā)展、完善的過程中都會存在一系列的問題,唯有堅持不斷地發(fā)現(xiàn)問題、解決問題才能實現(xiàn)做市商制度的長遠發(fā)展。一旦承擔(dān)的義務(wù)過重,權(quán)利保障又不足,做市商的做市積極性必將受到重創(chuàng),促進市場流動也是無從談起。新三板市場對做市商的買賣價差做出了5%的限制,但這種只有上線沒有下線的限制無疑會將做市商的利潤壓制最低甚至?xí)l(fā)生虧損。但同時,做市商所要承擔(dān)的義務(wù)包括雙邊報價、推薦掛牌、信息披露等,高成本高風(fēng)險的義務(wù)承擔(dān),缺少足夠的權(quán)利激勵。參照美國、臺灣等資本市場的制度建設(shè),新三板市場需要增加對做市商的權(quán)利激勵,減免做市商的部分交易費用,降低做市商的做市成本;并減少做市商的義務(wù)性規(guī)定�；旌闲妥鍪猩讨贫葘ψ鍪猩檀\報價有一定的抑制作用,但新三板市場所實行的傳統(tǒng)型做市商制度監(jiān)管的最大難點就是預(yù)防做市商相互合謀,維持市場的買賣價差。因此,相關(guān)監(jiān)管部門需要對做市商的做市行為進行全程監(jiān)管,尤其是報價監(jiān)管和信息披露監(jiān)管更是關(guān)注重點。一方面設(shè)置定期評估考核制度,對考核成績優(yōu)異的給予獎勵,考核不合格的做市商及時予以淘汰;另一方面,建立科學(xué)的信息披露制度,確保信息披露的及時性和充分性。本文的出發(fā)點就是通過總結(jié)發(fā)達資本市場的做市商制度完善的經(jīng)驗,并分析國內(nèi)某些資本市場試行做市商制度沒有獲得成功的原因,探索出完善新三板市場的做市商法律制度構(gòu)建的路徑。
[Abstract]:After two expansions, China's new third board market has become the over-the-counter capital market for direct financing of small and medium-sized enterprises. In order to adapt to the new trading environment, the new third board market has changed the original trading mode and realized equity transfer through market making. The market maker system has been developed and perfected in the European and American markets, which has made inestimable contribution to the healthy development of the European and American capital markets. But in our country, there is not enough experience to learn from the construction of market maker system, so the introduction of market maker system in the new third board market has to be based on the basic situation of domestic capital market and explore step by step with reference to the successful experience of European and American markets. The original third Board market began to expand to the establishment of the national small and medium-sized enterprises share transfer system. More and more companies were successfully listed in the new third board market, and the demand for financing and equity transfer was greatly increased. In this context, the introduction of securities trading through the market is clearly in line with the market law, but also conducive to stimulate investor investment enthusiasm. However, from the point of view of the existing laws, regulations and institutional framework, there will still be some problems in the implementation of the market-maker system in the new third board market. For example, the obligations undertaken by the market-makers in the process of making the market are not in harmony with their rights, and they lack the motivation to do the market. And not enough supervision of market makers, the new third board market makers may monopolize prices, or even collusive manipulation of market prices, against the interests of investors. Even in the NASDAQ market of the United States and the London market in the United Kingdom, where the market maker system is very mature, there have been similar problems. It can even be considered that any capital market has developed from the beginning of the market maker system. There will be a series of problems in the process of perfection. Only by constantly discovering and solving the problems can the market maker system develop in the long run. Once the obligation is too heavy and the protection of rights is insufficient, the enthusiasm of market makers will be hit hard, and it is impossible to promote the market flow. The new third-market has imposed a 5% limit on market makers' price differentials, but such restrictions, which only go up and down without going offline, will undoubtedly put the market makers' profits at a minimum and even lead to losses. But at the same time, the obligations of market makers include bilateral quotation, recommendation listing, information disclosure, high cost and high risk obligation, lack of sufficient right incentive. Referring to the system construction of the capital markets such as the United States and Taiwan, the new third board market needs to increase the right incentive to the market makers, reduce some transaction costs of the market makers, reduce the market making costs of the market makers, and reduce the compulsory regulations of the market makers. The mixed market maker system can restrain the market maker collusive quotation to some extent, but the biggest difficulty of the traditional market maker system supervision is to prevent the market makers colluding with each other and to maintain the market price difference. Therefore, relevant regulatory authorities need to supervise the market making behavior of market makers throughout the process, especially the regulation of quotation and information disclosure is the focus of attention. On the one hand, the regular evaluation and assessment system should be set up to reward those with excellent results and eliminate the market makers who are not qualified. On the other hand, a scientific information disclosure system should be established to ensure the timeliness and adequacy of information disclosure. The starting point of this paper is to summarize the experience of perfecting the market maker system in developed capital markets, and to analyze the reasons why the market maker system has not been successful in some domestic capital markets. Explore the way to perfect the market maker legal system of the new three-board market.
【學(xué)位授予單位】：華東政法大學(xué)
【學(xué)位級別】：碩士
【學(xué)位授予年份】：2015
【分類號】：D922.287

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