论文部分内容阅读
协议控制被广泛应用于境内企业赴海外上市的过程中,由于其涉嫌规避中国外资准入方面的法律和政策,目前对其实施严格监管的主张越演越烈。最近,商务部《并购安全审查规定》明确将其列入监管的范围;而香港交易所最近也修改了关于采取协议控制的公司上市审核要求。但中国监管者尚未有明确的针对协议控制的监管制度。本文着重从协议控制的本质和操作,以及内地《并购安全审查规定》与香港《上市决策2011》的比较中找到协议控制监管的未来方向,即应该依据“实质重于形式”原则超越于其合同的形式,并扩大“并购”的外延,从控制权的本质进行监管。
Agreement control is widely used in the overseas listing of domestic enterprises in the process, due to its alleged aversion to Chinese laws and policies on foreign investment access, the current implementation of its strict regulation of the increasingly fierce. Recently, the MOFCOM’s M & A Security Review Provisions clearly included it in the regulatory scope. The Hong Kong Stock Exchange also recently amended its listing requirements for listing companies under the control of the agreement. However, Chinese regulators have not yet had a clear regulatory regime for the control of the agreement. This article focuses on the nature and operation of the agreement control and the comparison between the Mainland’s M & A Security Review Regulation and Hong Kong’s Listing Decision 2011 to find the future direction of the agreement to control regulation. That is, the principle of “substance over form” should be surpassed The form of its contract, and expand the “M & A” extension, from the nature of control over regulation.