外资新三板挂牌准入负面清单管理制度的构建初探

发布时间：2019-02-28 11:41

【摘要】：新三板市场,即全国中小企业股份转让系统,是国务院批准设立的为非上市公众公司提供股份转让、股票发行和资产重组等服务的全国性证券交易场所。新三板市场定位于服务创新型、创业型和成长型中小微企业,是我国多层次资本市场的重要组成部分。我国新三板市场的快速发展为中小企业的成长做出了巨大贡献,全国股转系统各项业务规则的调整备受业内外人士关注。我国继续扩大对外开放和深度利用外资的背景下,对外资新三板挂牌审查制度的梳理和构建就显得更加重要。为了使新三板市场的融资和培育功能更好地惠及外商投资企业,本文将以负面清单管理制度的视角来对外商投资企业新三板挂牌的审查工作予以分析和探讨。本文首先阐明新三板市场在我国多层次资本市场中的地位及其服务中小微企业的定位,通过梳理新三板市场的基础性法律法规和全国股转系统的挂牌业务规则及业务问答,结合三资企业法等外资管理相关法律法规对外商投资企业挂牌新三板的可行性和障碍进行深入分析和研究。在此基础之上,立足于调和内外资企业在法律适用上的冲突,将外商投资企业设立和变更事项从审批制向备案制的转变作为背景,把负面清单管理模式作为落脚点,在主营业务、注册资本、股权结构和持续经营能力等方面对外资挂牌准入负面清单管理制度的构建提出了自己的设想。
[Abstract]:The new three-board market, that is, the national stock transfer system for small and medium-sized enterprises, is a national securities trading place approved by the State Council to provide services such as share transfer, stock issuance and asset restructuring for non-listed public companies. The new three-board market is an important part of China's multi-level capital market, which is located in the service of innovation-oriented, start-up and growth of small and medium-sized micro-enterprises. The rapid development of the new three-board market in China has made a great contribution to the growth of small and medium-sized enterprises, and the adjustment of the business rules of the national stock transfer system has been paid close attention to by people inside and outside the industry. Under the background of expanding the opening to the outside world and making deep use of foreign capital in China, it is more important to sort out and construct the examination system of the new three-board listing of foreign capital. In order to make the financing and cultivation function of the new three-board market more beneficial to foreign-invested enterprises, this paper will analyze and discuss the examination of the new third-board listing of foreign-invested enterprises from the perspective of negative list management system. First of all, this paper expounds the position of the new three-board market in the multi-level capital market of our country and the orientation of the small and medium-sized micro-enterprises in service. By combing the basic laws and regulations of the new three-board market and the listing business rules and business questions and answers of the national stock transfer system, The feasibility and obstacles of listing the new third board of foreign-invested enterprises are deeply analyzed and studied in combination with the laws and regulations related to foreign capital management, such as the Law of Foreign-funded Enterprises and other laws and regulations. On this basis, based on reconciling the conflicts between domestic and foreign enterprises in the application of laws, the establishment and alteration of foreign-invested enterprises is changed from examination and approval system to filing system as the background, and the negative list management mode is taken as the foothold. In the aspects of main business, registered capital, ownership structure and sustainable management ability, the author puts forward his own ideas on the construction of the negative list management system of foreign capital listing access.
【学位授予单位】：外交学院
【学位级别】：硕士
【学位授予年份】：2017
【分类号】：D630

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