证券场外市场转板至场内市场法律制度研究
发布时间：2019-01-07 09:59
【摘要】：随着企业的成长,从较低层次的资本市场向较高层次的资本市场进行转板已成为必然需求。如何确立企业从场外交易市场转板至场内市场的方式,以及转板企业所应享受的各项权利,目前在学理及政策研究方面仍不甚明朗。本文将以此问题为核心,试图探讨。除引言及结论以外,本文主要分为四个部分:第一部分,绿色通道制度。绿色通道制度赋予企业优先被审核及上市的权利,有利于吸引优质公司先到场外交易市场挂牌再转板上市并以此促进场外市场的发展。不过,该制度的适用应当限制在全国中小企业股份转让系统挂牌企业,并且适用的企业应当符合附加的具体条件。第二部分,介绍上市制度。介绍上市制度的作用在于为企业提供一种便捷的转板上市新途径,同时也有利于市场选择优质的新增发的股票。为此,应当修改《证券法》第50条的规定。该制度应限制在全国中小企业股份转让系统挂牌的企业,适用时重点关注不当利益输送的问题。第三部分,强制挂牌制度。强制挂牌制度有利于拟转板上市的公司预先熟悉证券市场的法律规范、提升场外市场交易活跃度、形成合理的股票公开发行价格、分流等候上市的企业数量。但是,强制挂牌的适用范围应当有限制:应仅适用于在拟转板于创业板上市的企业、应限于新兴行业中尚未盈利的企业、应限于全国中小企业股份转让系统挂牌的企业。第四部分,发行监管体制。顺应转板的需要,修改发行监管机制是专版制度实施的有效保障机制。为此,建议在全国中小企业股份转让系统挂牌企业转板至场内市场中先行试点注册制。
[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.
【学位授予单位】：西南政法大学
【学位级别】：硕士
【学位授予年份】：2014
【分类号】：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.
【学位授予单位】：西南政法大学
【学位级别】：硕士
【学位授予年份】：2014
【分类号】：D922.287
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