【作者】 肖敏；

【导师】 王建平；

【作者基本信息】 四川大学 ， 法律， 2005， 硕士

【摘要】 近几年,我国证券市场行情持续低迷。究其原因,除了证券市场先天制度性的缺陷外,上市公司违规担保等违规行为对证券市场造成了较大损害。上市公司担保行为呈现出担保金额巨大,关联担保行为普遍,并且出现由上市公司相互担保形成“担保链”与以地域为特征的“担保圈”。为了规范上市公司担保行为,中国证监会于2000年6月6日发布了《关于上市公司为他人提供担保有关问题的通知》,于2003年9月和国资委联合颁发了《关于规范上市公司与关联方资金往来及上市公司对外担保若干问题的通知》等文件,不断加大监管力度和处罚力度,但是“担保隐患”总是难以根除,上市公司不断通过改变担保方式来逃避监管,“担保圈”现象也有愈演愈烈之势。由于目前上市公司对外担保涉及的范围之广、数额之大,系统风险凸现,如何防范风险成为社会各界关注的课题。 本文的论述结构分为以下几个部分: 第一章,对上市公司对外担保现状和成因进行分析。介绍了上市公司对外担保发展变化的情况和目前所呈现的特点,并分析了这一现象的成因:企业融资渠道匮乏、上市公司自身治理结构不规范、商业银行对上市公司担保贷款的非理性风险控制以及我国社会信用体系的薄弱等。 第二章,对上市公司对外担保的系统风险进行分析:第一,使上市公司自身面临着法律和经营方面的风险;第二,由于无效担保、恶意担保与“担保圈”内的连环担保等,对金融系统的安全造成巨大风险;第三,对流通股股东的投资利益造成风险;第四,对中国证券市场的健康发展造成巨大风险。 第三章,对上市公司对外担保行为的监督和管理现状做介绍,说明对外担保现状潜在的风险已受到社会的关注,并引起了监管部门的高度重视,但是目更多还原

【Abstract】 The situation of Chinese listed companies has been low these years. Except that there is much nature defect in original regulation of Chinese securities industry, we find out the unlawful security between the listed companies cause much harm for Chinese securities industry. Nowadays, there are serious problems in the security of listed companies, such as: the huge amount of listed companies security, the widespread listed companies’ related security, and the "security chain" and the "security chain" characterized in regions which are caused by the mutual security of listed companies. In order to regulate the activities of listed companies, the Chinese Securities and Exchange Commission issued the Notice about the problems of the listed companies’ security for others in 2000 and the Notice about regulating the activities of listed companies’ security in 2003, executing the more rigorous supervise and the more serious penalty to the unlawful security, but the hidden trouble of unlawful security is still difficult to eradicating. The listed companies changed continuously the manner of security for evading the authorities’ supervise. Nowadays, the risk of listed company security appeared. How to guard the risk is a popular topic in society.This article has five chapters, as follows:The chapter one is about the development of listed companies’ security and main reasons. an analysis is done and the main reasons for the bad situation of listed companies’ security is the way of raising capital is deficient, and the companies’ governing structure isn’t standard, the bank’s irrationality controlling risk for the credit with the security of listed companies, as well as the short of social credibilitysystem, etc.The chapter two is about the analysis of the risk caused by listed companies’ security. There is big risk not only for financial safety of bank, but also for the running of listed companies, the interests of investor and the development of Chinese stock market.The chapter three is about the administering situation of listed companies’ security and the risk caused by listed companies’ security has been pay an attention by society and. Owing to Chinese rule of law to listed companies’ security isn’t unified, the lack for the standard companies’ governing structure’s and security’ deciding mechanisms, the irregular announce of information, the softly penalty to the unlawful security and the defeat of bank’s controlling risk of credit, etc. the Conclusion is the problem needs to be solved urgently.The chapter four is about other countries’ favorable administering measures for listed companies’ security, such as the rule of law for listed companies’ security in American and France and the perfect social credibility system, etc.In chapter five, the article is bringing up the guarding system against the risk caused by listed companies’ security through drawing on the experience of other countries. Firstly, Formulating unified law to rule the listed companies’ security. Secondly, sounding the social credibility system. Thirdly, improving the bank’s administering level of financial risk. Furthermore, the listed companies should stand the acts of security. Besides, the authorities should take the more strengthen administering methods and broadening the companies’ raising capital by developing the profession warrant companies, etc.It is need to especially emphasize that the article is making much of analysis of the risk for the listed companies’ security and the banks, such as lawsuit and a connecting debt link, etc. therefore, this article drew lessons from France where the central bank has been predominant in social credibility system and bring up own thinking about the establishment of social credibility system in China.更多还原