證券場外市場轉(zhuǎn)板至場內(nèi)市場法律制度研究
發(fā)布時間：2019-01-07 09:59
【摘要】：隨著企業(yè)的成長,從較低層次的資本市場向較高層次的資本市場進(jìn)行轉(zhuǎn)板已成為必然需求。如何確立企業(yè)從場外交易市場轉(zhuǎn)板至場內(nèi)市場的方式,以及轉(zhuǎn)板企業(yè)所應(yīng)享受的各項(xiàng)權(quán)利,目前在學(xué)理及政策研究方面仍不甚明朗。本文將以此問題為核心,試圖探討。除引言及結(jié)論以外,本文主要分為四個部分:第一部分,綠色通道制度。綠色通道制度賦予企業(yè)優(yōu)先被審核及上市的權(quán)利,有利于吸引優(yōu)質(zhì)公司先到場外交易市場掛牌再轉(zhuǎn)板上市并以此促進(jìn)場外市場的發(fā)展。不過,該制度的適用應(yīng)當(dāng)限制在全國中小企業(yè)股份轉(zhuǎn)讓系統(tǒng)掛牌企業(yè),并且適用的企業(yè)應(yīng)當(dāng)符合附加的具體條件。第二部分,介紹上市制度。介紹上市制度的作用在于為企業(yè)提供一種便捷的轉(zhuǎn)板上市新途徑,同時也有利于市場選擇優(yōu)質(zhì)的新增發(fā)的股票。為此,應(yīng)當(dāng)修改《證券法》第50條的規(guī)定。該制度應(yīng)限制在全國中小企業(yè)股份轉(zhuǎn)讓系統(tǒng)掛牌的企業(yè),適用時重點(diǎn)關(guān)注不當(dāng)利益輸送的問題。第三部分,強(qiáng)制掛牌制度。強(qiáng)制掛牌制度有利于擬轉(zhuǎn)板上市的公司預(yù)先熟悉證券市場的法律規(guī)范、提升場外市場交易活躍度、形成合理的股票公開發(fā)行價格、分流等候上市的企業(yè)數(shù)量。但是,強(qiáng)制掛牌的適用范圍應(yīng)當(dāng)有限制:應(yīng)僅適用于在擬轉(zhuǎn)板于創(chuàng)業(yè)板上市的企業(yè)、應(yīng)限于新興行業(yè)中尚未盈利的企業(yè)、應(yīng)限于全國中小企業(yè)股份轉(zhuǎn)讓系統(tǒng)掛牌的企業(yè)。第四部分,發(fā)行監(jiān)管體制。順應(yīng)轉(zhuǎn)板的需要,修改發(fā)行監(jiān)管機(jī)制是專版制度實(shí)施的有效保障機(jī)制。為此,建議在全國中小企業(yè)股份轉(zhuǎn)讓系統(tǒng)掛牌企業(yè)轉(zhuǎn)板至場內(nèi)市場中先行試點(diǎn)注冊制。
[Abstract]:With the growth of enterprises, it has become an inevitable demand from the lower level of capital market to the higher level of capital market. How to establish the way for enterprises to transfer from OTC to OTC, and the rights they should enjoy, is still unclear in academic and policy research. This article will take this question as the core, attempts to discuss. In addition to the introduction and conclusions, this paper is divided into four parts: the first part, Green Channel system. The green channel system gives enterprises the right to be examined and listed first, which is helpful to attract high quality companies to go to the over-the-counter market first and then transfer to the board to go public, and thus promote the development of the over-the-counter market. However, the application of the system should be limited to the national small and medium-sized enterprises listed in the share transfer system, and the applicable enterprises should meet the additional specific conditions. The second part introduces the listing system. The function of the listing system is to provide a convenient new way for the enterprises to go on the market, and it is also helpful for the market to choose the new stock with high quality. Therefore, the provisions of Article 50 of the Securities Law shall be amended. This system should be restricted to the enterprises listed in the national small and medium-sized enterprises' share transfer system, and should pay attention to the problem of improper transmission of benefits when applied. The third part, compulsory listing system. The compulsory listing system is helpful for the companies to be listed on the transfer board to be familiar with the legal norms of the securities market in advance, to enhance the activity of trading in the over-the-counter market, to form a reasonable public offering price of stocks, and to divert the number of enterprises waiting to be listed. However, the scope of application of compulsory listing should be limited: it should only be applicable to the enterprises listed on the gem, should be limited to the enterprises that have not made profits in the emerging industries, and should be limited to the enterprises listed in the national small and medium-sized enterprises' share transfer system. The fourth part, issue supervision system. To adapt to the needs of the board, modifying the issue supervision mechanism is an effective guarantee mechanism for the implementation of the special edition system. Therefore, it is suggested that the national small and medium-sized enterprises transfer system should be listed as a pilot registration system in the market.
【學(xué)位授予單位】：西南政法大學(xué)
【學(xué)位級別】：碩士
【學(xué)位授予年份】：2014
【分類號】：D922.287
[Abstract]:With the growth of enterprises, it has become an inevitable demand from the lower level of capital market to the higher level of capital market. How to establish the way for enterprises to transfer from OTC to OTC, and the rights they should enjoy, is still unclear in academic and policy research. This article will take this question as the core, attempts to discuss. In addition to the introduction and conclusions, this paper is divided into four parts: the first part, Green Channel system. The green channel system gives enterprises the right to be examined and listed first, which is helpful to attract high quality companies to go to the over-the-counter market first and then transfer to the board to go public, and thus promote the development of the over-the-counter market. However, the application of the system should be limited to the national small and medium-sized enterprises listed in the share transfer system, and the applicable enterprises should meet the additional specific conditions. The second part introduces the listing system. The function of the listing system is to provide a convenient new way for the enterprises to go on the market, and it is also helpful for the market to choose the new stock with high quality. Therefore, the provisions of Article 50 of the Securities Law shall be amended. This system should be restricted to the enterprises listed in the national small and medium-sized enterprises' share transfer system, and should pay attention to the problem of improper transmission of benefits when applied. The third part, compulsory listing system. The compulsory listing system is helpful for the companies to be listed on the transfer board to be familiar with the legal norms of the securities market in advance, to enhance the activity of trading in the over-the-counter market, to form a reasonable public offering price of stocks, and to divert the number of enterprises waiting to be listed. However, the scope of application of compulsory listing should be limited: it should only be applicable to the enterprises listed on the gem, should be limited to the enterprises that have not made profits in the emerging industries, and should be limited to the enterprises listed in the national small and medium-sized enterprises' share transfer system. The fourth part, issue supervision system. To adapt to the needs of the board, modifying the issue supervision mechanism is an effective guarantee mechanism for the implementation of the special edition system. Therefore, it is suggested that the national small and medium-sized enterprises transfer system should be listed as a pilot registration system in the market.
【學(xué)位授予單位】：西南政法大學(xué)
【學(xué)位級別】：碩士
【學(xué)位授予年份】：2014
【分類號】：D922.287
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