中國大陸股票上市公司退場機制-下市法律制度研究

Abstract

本文擬對中國大陸股票上市公司之退場機制-下市法律制度深入研究，首先從上市公司「下市」的定義出發，開始就「下市」的法律制度概念、「下市制度」之經濟目標與功能、特徵、價值、意義與下市的基本型態做進一步瞭解。\n接著熟悉中國大陸法律上有關上市公司下市相關的法律、規章、規則等後，開始回顧中國上市公司「下市制度」的演進，並輔以國外上市公司「下市制度」的演變歷程，先點出中國證券市場的特徵與現有問題。\n最後配合世界主要證券交易市場之「下市標準」，檢視2012年12月新法修訂前後之差異處，進而解讀新法的亮點與具體可行之處，相關配套法規輔助性與監管周延性是否足以保護投資人，乃至新法之「下市制度」是否符合國際通行之「下市制度」標準與規範。

This is a research which focuses on the delisting legislation for listed companies in China’s securities market. It starts from clarifying the definition of delisting, and then it explains the concepts, economics goals, functions, characteristics, values, and significance of delisting legislation for listed companies. It also introduces four types of delisting process, including going private, regulatory delisting, involuntary delisting, and withdraws of listing.\n\nFurthermore, it reviews all laws, regulations, and self-regulatory rules, such as the “Securities Act” and “Company Law”, which are related to delisting legislation from top to bottom. In addition, it discusses how the delisting legislation for listed companies both in worldwide mature securities markets (mainly in England and the US) and China’s securities market evolved due to their political, economic, and culture background from the very beginning, and then points out the main existing issues resulting from the specific characteristics of China’s securities market. \n\nFinally, comparing the new revision of delisting legislation after December 2012 with those of foreign mature securities markets, the research concludes that the new revision of delisting legislation has several significant improvements. For example, new establishment of quality and quantity criteria for delisting to prevent mismanaged companies from avoiding delisting and reduces the intervention of administrative control. New development of multi-level securities market system and establishment of re-listing system are new critical points in this revision of delisting legislation. Moreover, voluntary delisting is a new choice for listed companies to exit the securities market. It ends up with the opinion of that those new revised and supplemental regulations and self-regulatory rules of delisting legislation are consistent with those in present mature securities markets, which allow the mandatory institutions (ex: SEC) to watch listed companies more effectively in order to protect investors from security fraudulency.