Research On The Rights And Interests Protection System Of The Minority Investor Of China's Listed Companies

It is the core for the harmonious relations between the company's internal regulation, external government's regulation of the securities market, self-disciplinary regulation of exchange and the investors and also the core subject which needs to be solved imperiously for the healthy development of the securities markets of all countries to enhance the protection of the rights and interests of the small and medium investors of listed companies. In recent years, the Chinese securities market develops at high speed continuously; however, the construction of the fundamental systems which is used for protecting the rights and interests of investors effectively obviously lags behind, which results in the frequent infringement of rights and interests of the small and medium investors. There are two aspects of reasons that on one hand, in the transition from the planned economy to the market economy in China, the company system has been evolving continuously and the securities market has undergone the development process from the initial state-owned enterprise financing to promotion of modern enterprise system construction to the construction of multilevel capital market; in this transition process, there exists an internal defect in the government's regulation system—excessive interference; on the other hand, in the securities market which is developing and changing continuously, there is obvious defects in the self-protection awareness and the protection skills of investors. Therefore, the rights and interests protection system of the small and medium investors of the listed companies in China can neither copy the experience of the western countries and regions where the securities markets are developed nor continue to use the government's protection mode under the planned economy system; the only way is to effectively draw on the experience of every securities market country and region for protecting the rights and interests of the small and medium investors according to the development stage of the Chinese securities market. How to effectively establish the system for protecting the rights and interests of the small and medium investors is related to the smooth financing channel for the listed companies in China in this process, to the balance between the interests of the internal and external investors of the listed companies, to the stable development of the Chinese securities market and to the sustainable growth of China's macro economy. Therefore, in the multi-disciplinary view, the study on the specific contents of the rights and interests protection system of the small and medium investors of the listed companies is of great practical significance to promoting the innovation of the internal company's regulation and the external government's regulation and accelerating the reform of the relation structure between the company's regulation and the investors'rights and interests protection.With the basic completion of the non-tradable shares reform and the continuous listed new fully-tradable shares, the Chinese securities market begins to enter the post-nontradable shares period which takes the fully-tradable shares as the symbol. Under the conditions of fully-tradable shares, the interest mechanism, operating rules and market environment and other aspects of the securities market have undergone profound changes, which imposes important influence on the value orientation and behavior pattern of the listed companies, controlling shareholders, institutional investors and securities supervisors and brings new challenges to the small and medium investors of the listed companies. Whether the original rights and interests protection system of the small and medium investors of the listed companies in the Chinese securities market can adapt to the impacts which are brought to the rights and interests protection of the small and medium investors by the new changes? How to reform and reconstruct the system design and implementation of various void specific regulations for the rights and interests protection of the small and medium investors, which only attaches importance to the public force protection but lacks private right remedies, and the deviation and low efficiency in execution? All this series of issues should be considered and solved by all the parties in the Chinese securities market.On this background, this theme takes the"rights and interests protection of the small and medium investors of the listed companies"as the main line and the experience and study of the Chinese and foreign scholars as the basis to analyze the mechanism, internal and external expression forms of the controlling shareholders and the internal staff of the listed companies and external participants infringing on the rights and interests of the small and medium investors before and after the non-tradable shares reform and the systemic root of infringement through the instance analysis of the Chinese listed companies, and establish the game model between the controlling shareholders, listed companies, institutional investors, securities supervisors and the small and medium investors; in this way, the reason for the infringement of the rights and interests of the small and medium investors is further analyzed and then according to the evolution path of the rights and interests protection system of the small and medium investors of the Chinese listed companies, the laws, codes, regulation and policies for the rights and interests protection of the small and medium investors before and after the non-tradable shares reform are arranged; the protection method of the equity structure, internal regulation system and external regulation system on the rights and interests of the small and medium investors of the listed companies, and the existing defects are analyzed; and the system cost and effect of the rights and interests protection system of the small land medium investors of the listed companies is further discussed from the economics perspective. At the same time, the specific system performance of the rights and interests protection system of the small and medium investors of the Chinese listed companies is further discussed from the economics perspective through model construction and instance validation; on the basis of the comprehensive analysis of the current protection system and through the introduction of experience of the rights and interests protection of the small and medium investors in the developed securities markets, new securities markets and the Tai Wan securities markets, the Hong Kong securities markets and the comparison of the rights and interests protection systems of the small and medium investors in every country, the measures and methods for establishing and improving the rights and interests protection system of the small and medium investors of the Chinese listed companies are advanced through the process of drawing on the advanced experience of establishing the rights and interests protection system abroad and in Tai Wan and Hong Kong.In order to fully analyze the defects of the rights and interests protection system of the small and medium investors of the Chinese listed companies and the measures for establishing and reconstructing the system in the post-nontradable shares reform period, a series of various scientific analysis methods such as the empirical research method and normative analysis method,qualitative research method and quantitative research method, historical analysis method and comparative analysis method are used in this theme; in this way, the analyses in this theme comprise macro and the micro ones, which advance the systemic valuable measures and advice for further promoting the system innovation of the listed companies'internal regulation and the external effective regulation and establishing and improving the rights and interests protection system of the small and medium investors to accord with the development of the Chinese securities market.The conclusion of this theme is that based on the changes of the value orientation and behavior pattern of the listed companies, controlling shareholders, institutional investors and securities supervisors in the post-nontradable shares reform period, the mechanism and external expression forms of the damaged rights and interests of the small and medium investors, who are the disadvantageous groups of the listed companies and on the securities markets, also changes; the original rights and interests protection system of the small and medium investors is provided with low efficiency and system defects. Therefore, the continuity of the current system should be fully considered for system selection and more importance should be attached to the system innovation and reconstruction; in this way, the three-dimensional overall coordination, design and reconstruction are established in three aspects of company's internal regulation system, external regulation system and the self-protection system of the small and medium investors to from effective and multilevel institutional system for the rights and interests protection of the small and medium investors; its key point lies in enhancing the systemic rights and interests protection of the small and medium investors through system reconstruction and structure improvement of the listed companies'external and internal regulations.