股票存量发行法律制度研究民商法学专业论文.docxVIP

PAGE PAGE 3 Abstract China Securities Regulatory Commission issued guidance on further deepening the reform of the system of new shares in 2012 April, which stipulates that secondary offerings is allowed, which means that the old shareholders could sell part of the shares of the stocks during the stocks’ issuance. Now, I will put forward some suggestions about specific rules of secondary offerings, which I consult to the concrete rules summarized from the overseas market and practical experience, combined with the reality of Chinas security market and also taking consideration of the researchers’ discussion and statement. The first part is the introduction, which I will discuss the basic theory of secondary offerings. I will clarify the definition, characteristics and classification of secondary offerings, which shall be the understructure of the paper. By analyzing the selling shareholders, distribution methods, pricing mechanisms, locking system, information disclosure, to resolve the damage of the secondary offerings. In the second part I will analysis the feasibility of the secondary offerings. The current legal system is relatively vague provisions on the secondary offerings. However, there is no significant substantive obstacle, this is feasible that the shares of holding prior to the public offering sale through the public offerings. In the third part I will discuss the concrete system design of secondary offerings. Secondary offerings may lead to the expansion of moral risk of company insiders and damage to the interests of investors with the intent of purchasing the stocks in violation of Securities Law three principles. Secondary offerings should choose the way that the shareholders sell the shares directly, or the way of regarding secondary offerings as the over-allotment shares source, for the purpose of enhancing the flexibility of secondary offerings and maintaining the stability of secondary market. After the issuance, the position of the compan