Study On The Consideration Of Law Issues In Non-tradable Shares Reform

Equity division of the origin and development can be classified into three stages: the first stage: the formation of the stock sharing problem. Our country securities market in the beginning of establishment of state-owned shares in general circulation problems take hold to in fact to form the pattern of equity division; The second stage: through which the reform of state-owned enterprises and state-owned shares to solve the demand of the development funds to try and began to touches stock sharing problem. The second half of 1998 to the first half of 1999, in order to solve the advancing the reform of state-owned enterprises development fund demands and perfect social security system, to the state-owned shares exploratory to try. But because the implementation scheme gap with market expectations, the pilot was soon stop. June 12, 2001, the state council issued the "minus the state's social security fund raising interim measures for the administration of the issue is the continuation of the idea, the same as the market effect is not ideal, in the same year October 22, announced the suspension of; The third stage: as the stock market and stable development of the reform and opening up a institutional change, the settlement of stock sharing problem is officially put on the agenda. On January 31, 2004, the state council issued "the state council about the stock market and stable development of the reform and opening up some opinions" (hereinafter referred to as the "certain opinions"), put forward a "positive safe in the settlement of stock sharing problem".The biggest difficult problem and the hot spot currently in China stock market is the split share structure reform. Based on review of the historical background of the split share structure and its shortcomings, this article talks about the legal relationship on the split share structure. Further analysis is on the consideration and its nature. Meanwhile, this paper goes on to describe the principles, established procedures, forms and performance of the consideration. This article shows that the essence of the split share structure reform is improving the relationship between shareholders, which will help the circulation of non-circulating shares by law, helps circulating shares for a fair consideration in accordance with the law. The basis of the consideration is that the promises of non-circulating shareholders constitute a contract between the shareholders and shares in circulation. The reform leading by the China Securities Regulatory Commission (CSRC) led to the contract between the two types of shareholders to change the situation in accordance with the principle of change, circulating shares justifying non-circulating shares for a reasonable consideration. Thus, the essence of the consideration in non-circulating shares previously held shares "would not in circulation", in order to acquire shares in circulation to the original shareholders of tolerance and non-tradable shares in circulation to pay for the treatment.Consideration should be determined to follow an open, fair and just principles, the principle of freedom of contract, the principle of protecting the interests of shareholders and shares in circulation is conducive to the stability of the market principle. Consideration should be determined on the voting mechanism used classification, classification categories to improve shareholder voting mechanism is an important institutional guarantee for safeguarding the interests of small shareholders. Violations committed against the non-circulating shares, non-circulating shares can choose responsibilities v. v. compensation or tort option.This article is used by elements of the contract, regular-, dual-law principles of contract interpretation that constitute the state-owned shares. The flow of corporate shares and the shares will not constitute a commitment to the important provisions of the contract between the two shareholders. Frustration with the principles of the contract and provide a basis for change. Meanwhile, this article also shares a common legal theory for the change in classification of the legitimacy of the program to provide legal support group also improve shareholder Table make recommendations to resolve the system.In papers structure, this article is divided into six parts. The first part of the historical background of the split share structure reform. The second part of a legal analysis of the split share structure. On this basis, the third part focused on the essence of consideration. The fourth, fifth and sixth describe the principles, established procedures, forms and performance of the consideration.