《证券法》中被边缘化的债券规则,已难以适应蓬勃发展的债券市场需要,更阻碍了其市场化改革的进程。应摆脱延续自计划经济的公司负债管制思维,赋予公司发债自主权,并建立基于商业信用的激励约束机制和风险处置机制。有必要修改《证券法》,包括建立债券发行注册制并辅以禁止发债负面清单,反映公司偿债能力变化的信息披露制度,区分自我保护能力的合格投资者制度并辅以金融中介的适当性义务,保护投资者的债券受托管理人和债券持有人会议制度并协调二者功能,更灵活多元的债券发行、交易和登记结算制度,以及建立贯穿全程且统一的债券违法违规处罚规则等,通过统一的基本债券规则的规范和引导,避免监管竞争的负面影响,促进债券市场的健康发展与繁荣,有效地为实体经济服务。 The rules of the securities that are being marginalized in the Securities Law have not been able to meet the needs of the booming bond market and have even hindered the progress of its marketization reform. It is necessary to get rid of the thinking of the company’s debt control that continues from the planned economy, give the company the debt autonomy, and set up an incentive and restraint mechanism and a risk disposal mechanism based on commercial credit. There is a need to amend the Securities Law, which includes the establishment of a bond issuance registration system supplemented with a negative list of debt forbid issuance, an information disclosure system that reflects changes in the solvency of companies, a system of qualified investors that differentiates self-protection capabilities, supplemented by appropriate financial intermediaries Sexual obligations, protect investors ’bond trusteeship and bondholders’ meeting system and coordinate their functions, provide more flexible and diversified bond issuance, transaction and registration and settlement systems, and establish rules for punishing illegal and unified bonds throughout the entire bond market . Through the standardization and guidance of a unified basic bond rules, it avoids the negative impact of regulatory competition, promotes the healthy development and prosperity of the bond market and effectively serves the real economy.