股票流通制度:从全流通到有序流通  

Dispelling the Full Circulation Myth and Introducing the Orderly Circulation System of Stocks

作　　者：邢会强[1] Xing Huiqiang(School of Law,Central University of Finance and Economics,Beijing 100081,China)

机构地区：[1]中央财经大学法学院,北京100081

出　　处：《北京大学学报（哲学社会科学版）》2024年第4期164-174,共11页Journal of Peking University(Philosophy and Social Sciences)

摘　　要：股票或证券流通的世界格局可以划分为以英国为代表的公开市场自由流通模式(简称全流通模式)和以美国代表的有限或有序流通模式。我国在股权分置改革完成后实施的是全流通模式,其弊端是大股东减持套现过多,股市“失血”严重,二级市场不振,投资者亏损惨重,长此以往,也将损害股市的融资功能。因此,我国的股票流通机制需要改革为有序流通模式,即我国应将证券区分为非限制证券和受限制证券,非限制证券可以在公开市场自由流通,但“受限制证券”的出售,只有三条路径:一是通过注册程序而在公开市场自由交易;二是符合注册豁免条件的,可以在公开市场转让;三是于私募股权转让市场在合格投资者之间转让。Some people believe that all issued shares can be freely sold through the open secondary market after the expiration of the restriction period,and this full circulation system is the only way for the development of the capital market.In fact,this understanding is incomplete and even mistaken,and it needs to be dispelled and corrected.There is no international practice as to whether the issued shares can be freely circulated in the public secondary market.Although the capital markets of most countries and regions allow stocks to be sold freely in the public secondary market after the expiration of the restriction period,this is not the case in such countries as the United States which has the most developed capital market,and Canada which is influenced by the United States.After the completion of the reform of equity split in China,the full circulation model was implemented.Although this helps to solve the problem of inconsistency of interests between majority shareholders and minority shareholders,its drawbacks are that as majority shareholders reduce a great deal of their holdings and make too much cashing out,the stock market suffers from severe“loss of blood”,the secondary market becomes sluggish,and general investors suffer from heavy losses.The growth rate of new stocks in the stock market is higher than that of new funds,and even a stock market crisis may occur.In the long run,it will also damage the financing function of the stock market.Therefore,China’s stock circulation mechanism needs to be reformed into an orderly circulation model.China should distinguish securities into restricted ones and unrestricted ones.Unrestricted securities can be freely traded in the public market.But there are only three paths for the sale of restricted securities:Firstly,they can be freely traded in the public market through registration procedures;Secondly,those restricted securities that meet the registration exemption conditions can be transferred in the open market;And thirdly,restricted securities can be transfe

关 键 词：受限制证券 全流通 证券转售 股份减持 股权分置改革 

分 类 号：D912.28[政治法律—民商法学]