China's small stock investors would be the biggest winners if the Securities Law is revised in the way they are predicting.

The National People's Congress, China's legislature, has said it is in the process of revising the four-year-old law. Financial and legal experts have said the current law lacks many necessary provisions and contains many vague and impractical clauses.

Experts and individual investors said that high on the agenda of revisions should be more specific and straightforward provisions whereby investors could sue fraudulent listed companies for compensation.

The current Securities Law pays scant attention to the civil liabilities of listed companies that cheat investors. It contains only a brief reference to civil compensation payable to shareholders in cases of fraud in information disclosure.

The law makes no stipulation regarding the consequences of other irregularities committed by cheating listed firms, such as insider trading and price manipulation. The law says only that such activities could lead to criminal charges.

Li Mingliang, a law professor with the Shanghai Jiaotong University, said: "The protection of investors should be the prime goal of a securities law but the existing Securities Law is too vague on this and makes it very difficult to protect small investors in a real sense."

In January, the Supreme People's Court issued a judicial interpretation about civil compensation cases involving fraudulent information disclosure in the securities market.

The document clarified for the first time ways to define losses suffered by stockholders in the business that released fake information and how to calculate the related civil compensation.

Experts said that they believe the revised Securities Law should take a further step in making clear that other irregularities that hurt investors would also result in the companies having to pay civil compensation.

There are also aspects that experts believe need to be deleted or modified.

The existing Securities Law was promulgated at a time when the deepening Asian financial crisis made Chinese officials acutely aware of the devastating effects of financial risks. As a result, many clauses in the law stipulate stringent restrictions on certain aspects of companies' conduct. But many of these clauses are impractical, said Xu Hongyuan, an economist with the State Information Centre.

The law says "speculation in stocks" by State-owned enterprises is forbidden. It also forbids banks' funds from entering the stock market in an "illegal way" in stock investment.

However, in practice, it is very difficult to define "speculation in stocks" and bank funds' "illegal" involvement in stock investment, Xu said.

The Securities Law was promulgated in 1999. Legal experts said much of the law is now obsolete because myriad changes have occurred in the country's securities market and the corporate world in the past four years.

But the consensus of the experts is that any revision at this time should not bring about a sweeping overhaul because the market and the economy as a whole are still in a process of rapid change. So the correct approach should be to make any necessary changes only to the existing clauses and add necessary new provisions, they said.

Another thing that needs to be considered when revising the Securities Law is consistency with other financial legislation, much of which is also being revised, said Liu Junhai, a commercial law researcher with the Chinese Academy of Social Sciences.

At least three other laws that are closely related to the Securities Law are also being revised - the Corporation Law, Commercial Banking Law and Bankruptcy Law. The first draft of the new Securities Investment Fund Law has just been finished.

Experts said it is very important to make these laws consistent with each other. Otherwise, it will be confusing to all the parties involved - companies, investors and judges.

Close