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我国面临“亚投行”、丝路基金和金砖银行等运行的新形势,为我国证券市场的国际化——走出去和请进来等,带来了极大积极推动和自我约束规范“硬化”的压力。国家治理现代化与上市公司治理滞后的反差表明:上市公司治理与公司章程自治是我国证券市场立法的软肋。我国证券法治体系的第一逻辑,是证券市场国际化不断推进过程中,严格监管与自律监管相结合,要求上市公司只能合法谋利,而严重违法则必须退市出局。在托普软件过于沉重退市教训里,我国《证券法》的修订,必须通过公司上市注册制、内部人控制风险,通过买壳上市制度、上市公司现场巡查制度、公司章程自治、上市公司治理,以及监事会、独董制度和法律责任追究制度等的立法完善,才能有效解决。
China faces the new situation of running “Asia Investment Bank”, Silk Road Fund and BRICS Bank, bringing great active promotion and self-restraint to the internationalization of China’s securities market - going out and coming in. The pressure of “hardening”. The contrast between the state-controlled modernization and the lagging governance of listed companies shows that the governance of listed companies and the self-government of the articles of association are the weak points in the legislation of the securities market in our country. The first logic of the legal system of securities in our country is the continuous promotion of internationalization of the securities market. The combination of strict supervision and self-regulatory regulation requires listed companies to make legal profits, while serious violations must be delisted. In the teaching of excessive delisting of Top Software, our country’s “Securities Law” must be amended through the listing system of listed companies, the insiders should control the risks, go through the shell listing system, the on-site inspections of listed companies, the self-governance of listed companies, the governance of listed companies As well as the improvement of the legislation of the board of supervisors, the system of independent directors and the accountability system for legal liabilities, can we effectively solve this problem.