论外商证券投资法律制度

A Legal Framework of Foreign Securities Investment

外商对华证券投资包括投资于境外证券市场与境内证券市场的外资股与债券,其主流则为境内上市外资股(B股)与QFII投资普通股(A股)。外商证券投资的法律制度由投资者本国的法律监管与东道国法律监管两部分构成。前者监管主要针对证券发行数量、税收和利率的限制,后者监管主要集中在证券入市审批和证券交易管理,两者中应以东道国法律监管为主。我国对外商证券投资实行较为严格的监管制度,集中体现为证券市场开放中实行的QFII制度。法律监管的范围涉及市场准入审批、证券发行、证券交易、资产管理和外汇管理等方面。

Foreign securities investment consists of investment in a foreign securities market and foreign capital stock and foreign bonds in domestic markets, the chief forms of which are listed as foreign capital stock in domestic markets （ B Share） and common stock of QFII investment （ A Share）. A legal framework of foreign securities investment is composed of legal supervision of the country of investors and that of the host country. The former mainly directs to issuance quantity, taxation and the interest rate of securities, while the latter focuses on the examination and approval of listing of securities and regulation for securities transactions. The supervision of a host country is superior. In China, legal regulation for foreign securities investment is comparatively strict, which mainly behaves as the QFII system applied in the opening-up of stock markets. Legal supervision extends to examination and approval of market access, securities issuance, stock exchanges, asset management and foreign exchange control.