Study On The Conflict Of Shareholders' Preemption In State - Owned Equity Transfer

In order to regulate enterprises’ transfer of state-owned assets, strengthen the supervision and management on the transactions of the state-owned assets, promote the rational flow of state-owned assets in enterprises and the strategic adjustment of state-owned economic layout and structure, prevent loss of state-owned assets in enterprises, our country has gradually established the trading system for state-owned assets in enterprise to be traded through the exchange.During the process of transactions of state-owned assets in enterprises through the exchange, for the state-owned equity transfer, on the one hand it must follow the exchanging system for state-owned assets, on the other hand it must also comply with the equity transfer system of Company Law, which involves the exercise of priority. In the existing exchange trading systems on state-owned assets of enterprises, for shareholders who have priorities, there are no specific laws, regulations or rules of implementation on how to exercise such priorities. Besides, there are certain conflictions on the connection between the public bidding such as auction, bidding and the shareholder’s priority in the existing exchange trading systems on state-owned assets in enterprises. Also there are no specific laws, regulations or rules operation guides on how to exercise such priorities in the public bidding. Therefore, confusions and disputes arise in practice. How to coordinate? Which one to be chosen?Based on the introduction of the exchange trading system and the shareholder’s priority system in our country, this article analyzed the ambiguities and confliction of the exchange trading system and the shareholder’s priority system in practice, figured out the reasons of such confliction and clarified the ambiguities in practice based on the connotation and nature of shareholder’s priority as well as the value of the trading system of state-owned assets in our country, aiming to give suggestions on solving the problem of the connection and application between the two, as well as perfecting the contents of the two systems while balancing the value that the two systems pursued. This article is divided into three parts: introduction, body and conclusion. There are three chapters in the body part.The first chapter is the summary of the exchange trading system and shareholder’s priority concerning state-owned assets. This chapter introduced the purpose, the establishing process, the content of the procedure and the value of the exchange trading system for state-owned assets. This chapter also introduced the concept, nature, the ways of execution and legal effects of the shareholder’s priority in our country.Chapter two analyzed the confliction between the exchange trading procedure and the execution of shareholder’s priority for state-owned assets. By analyzing the ambiguities in the practice of exchange trading of state-owned assets, such as whether the shareholders shall execute their priority in exchange, the status of shareholders during the exchange trading and the procedure of bidding etc., as well as the confliction between the public bidding and the shareholder’s priority during the transaction of the state-owned assets, this chapter, based on the nature and effectiveness of the shareholder’s priority, explored how to execute the shareholder’s priority in the transaction of state-owned assets and gave corresponding suggestions.Chapter three gave suggestions on how to improve and connect the two systems of exchange trading system and shareholder’s priority for state-owned assets. There are two reasons for the confliction of the two systems: one is the absence and incompleteness for parts of the trading system and the operation procedures, although the exchange trading system has been established in our country; the other is the roughness and broadness of the priority of shareholders in the limited liability company. This chapter aims to give suggestions for future legislation.