The Research On Interests-transferring Related Party Transaction Of Listed Companies

"Related party transaction" (RPT) means a transaction in which resources or liabilities are transferred between related parties, weather or not it involves any. A RPT on one hand, could help enlarge the scale of a business, decrease the uncertainty in course of the transaction, lower the costs of transaction, and realize the strategic objectives of the whole business group. On the other hand, it may produce some negative impacts, such as breaking the law of fair competition, transferring capital and profits between related parties, and thereby impair the interests of the companies and shareholders.Firstly, this paper explicates definition on RPT and interests-transferring RPT and basic theory, analyzes mechanism of RPT generation and interests -transferring model, and conies to a conclusion: the majority of shareholders obtain benefits from listed companies in the course of interests -transferring, but the small shareholders and other related party have been impaired. Moreover, under the share rights default and existing serious interior-people control in the management layer, the management layer would transfer profit to private companies by taking advantage of state-owned share rights, not to the side of state-owned shareholders. This kind of RPT has more strong negativeness and hazard because of non-existence of share-right in the management layer.Based on above, this paper analyzes the course on RPT's wide existence among listed companies, proposes management measures of regulation on RPT, namely perfecting corporate governance mechanism through streamlining corporate share rights structure, forming scientific decision mechanism through adopting independent director system, optimizing law and regulation to strength supervision on RPT, encouraging medium-sized and small shareholders to take part in corporate management, ensuring fairness of RPT through clarifying pricing-fairly principle, perfecting releasing rules on RPT to strengthen check on information releasing; safeguarding rights and interests of medium-sized and small shareholders as well as perfecting action system of shareholderand so on.All in all, this paper makes an overall qualitative and quantitative analysis on interests-transferring RPT and propose some management measures in order to protect the interests of the investors, and maintain the stability of security market.