Legal Study On Listed Company Share-Repurchase In China

In china, share repurchase is always thought as the repayment of the capital contributed by the share-holder, such demonstration result in the doubt of the value of the system. Although many research think the system have some merits, they can't describe the disadvantage precisely and deeply. If the system really can destroy some foundation of the corporation such as the capital-preservation, share-holders' fairness and so on, and result in inside-trade and manipulating market, we have not enough reason to establish this system. But when we study the recent revise of corporation law in many western countries, we can discover the trend to enlarge the applying scope of the system. And in Chinese stock market, some cases of share-repurchase have emerged. The author of this article consider that the disadvantages of share-repurchase system are not as terrible as imagined, that the meaning and functions of this system need to be determined again in the more and more complicated economic situation of corporation operating, and it should be strengthened as a means of capital operation.As the most important corporation form in modern society, listed corporation collects the most influential economic resources of a country., and its healthy operating is directly related to the realization of the function of our capital market. In the opinion of Professor Wu jinglian, the stock market of our country is a gambling market. But the author of this article think that this opinion doesn't reflect the truth of our stock market, which has become a treasure shifting machine of benefit group. Greedy is a drive for the development of share market, and fear is the effective way to refrain it. In this background, the absence of system prevents the healthy development of share market. The share-repurchase of listed corporation system, as an existence of a system, entitle stock market attendants more opportunities and freedom for their choices. Furthermore, our government has realized that "making decision for the people " can't reach the expected object, which has been confirmed by giving the right of deciding by itself to listed corporations in the program of "solving the fullcirculation of state-owned share" o In a word, the share-repurchase system, as a part of the whole regulations, should be confirmed and exert its positive effects.The article consists of four parts, the first part is the criticism for the disadvantages of share-repurchase system, and insists that share-repurchase neither necessarily cause damage to capital-preservation, share-holders' fairness and share right control, nor result in inside-trade and market manipulation; The second part is the criticism for the concrete details of share-repurchase, and summaries the reasonable excuse to use share repurchase, which include profits distribution, stock option and change of corporation structure; the third part is about the legislation of some details in using share repurchase system such as the restriction on property and quantity, decision-making body, decision-making procedure, report procedure, information disclosure procedure and so on; in the last part the author set forth some legal advice and structure construction to reform the legal system of corporation share buy back in China were given as the purpose of this thesis.