| With the constant improvement of the capital market and the continuous development of listed companies, listed companies gradually put equity donations as an important strategy. The listed company has the nature of both donation contract and the equity transfer through the public welfare donations. Equity donations, which is different from traditional physical and cash donations, has prominent system value in stabling investor confidence, promoting the foundation of the value added value and developing foundation capital source channel. Listed companies in our country, especially the number and scale of the private listed companies have developed dramatically, but these is still a huge gap between the system construction and the practice of development, which caused our country listed company public welfare donation system has many imperfect places in the legislative level, such as management conflict, the belonging of donation decision rights, related party transactions and the exploration of the new situation of the exemption of tender offer, laws and regulations established foundation to equity prohibitive provisions, on the foundation funds spending fuzziness itself as well as governance issues, etc. And once those problems happen, it’s not only easy to cause turmoil in the capital market, but also affect the rights and interests of the investors and stakeholders, it may also violate the public welfare donation system of listed company set up in the first place.This article will introduce the western voting trust system, combine the beneficial rights and procedural rights through the voting trust, realize the common development of foundation and the listed company; will give the rights to the board of direcxors and the company’s articles of association, and solve the problem of conflict management through the division of the decision-making rights of the equity donations; and will also open the floodgates of legal exemption reveal all the terms of the tender offer through the tender offer exemption for equity donation, at the same time, draw lessons from the United States "2%small rules", restrict the listed company equity through donation offer exemptions for tax avoidance or related party transactions, etc;, to strengthen the construction of system of associated business standards and procedures constraints given by entity controlling shareholders assume legal fiduciary duty to constraints on the trading behavior, curb controlling shareholder’s related party transactions of listed companies in China; Strengthening donation information disclosure system of listed companies, makes the listed company to disclose the relevant information timely, complete, accurate, through the timely and accurate disclosure of information, make relevant transfer under regulation, and eliminate the stake through donation of unfair related transactions, to protect the interests of the related subject; Improve the independent directors of listed companies, further refinement of the independent director. As independent directors, for example, the specialized quality, selection and appointment of independent directors, independent director liability, etc., and enforce the cumulative voting system specification, restrict big shareholder in absolute control of the directors, supervisors election; Foundation of governance at the same time, improve the credibility of public equity donations; Perfect encourage enterprise or individual excess donation management measures, to simplify and standardize the procedures of donation deduction, clear measures for income tax deductions on donations behavior especially formulate specific measures for the administration of equity donation behavior. Full of charitable giving special note, reduction of the qualification cognizance of the charity enjoy duty-free procedures; Improve the supervision and relief mechanism, ensure the equity of listed companies donated for public welfare, pledged legal and orderly public equity of listed companies. |
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