| Along with the increasing of our foreign exchange reserves, overseas financing increasingly convenient and the rapid development of the QFII, B-share market has been gradually marginalized, most of Its major capital market functions have been gradually lost, to this end, the pace of B-share market reform is accelerating in China’s capital market, The share swap merger between Zhe’neng Electric Power Co. Ltd and Southeast Electric Power Co. Ltd at the end of2013is the first innovative business in China’s capital market which convert B shares to A shares. This merger provides a new idea to solve the remaining issues from the B-share market. However, the new change will bring new problems, the innovative business of converting B shares to A shares will bring new challenges for the protection of small investors, the protection of shareholders, especially minority shareholders is bound to be more difficult. To study shareholder protection mechanisms of converting B shares to A shares which is still in the embryonic state has positive significance for safeguarding the interests of minority shareholders, and promote the healthy development of the capital market.This paper adopted "theory-practice-theory" research ideas, first review theory and literature of capital market "Cross-share" merger innovative businesses, understand the current hot spots and the latest progress of the study, and familiar with the operating principles of the relevant asset restructuring business innovation, to find the influence to investors; Secondly, through the study of the theory about the investor protection, grasp mechanisms and principles of investor protection. Based on this, with practical cases, study this case in-depth on the perspective of investor protection from various aspects, such as voting system of shareholders’ meeting, cash-option, exchange ratio, conversion price, price of circulation right, etc. And based on the angle of system design, regulatory agencies and the consolidated entity’s, Put forward recommendations on investor protection in B shares to A shares innovative business.The theory of investor protection is not a very new field, but the traditional study of investor protection mainly stayed in the legal level, few studies start from the specific technical indicators to study investor protection measures, the main contribution of this paper is to study applications of investor protection in new major asset restructuring, through the analysis of China’s first "B to A" share swap merger case, summarize the operating results and experience of its implementation,to explore specific path of investor protection, and propose scheme of investor protection in innovative restructuring. In addition, theorists did not have due attention to investor protection in "Cross-stock" merger innovative business filed, in this paper, In line with the principle of innovation practices drive innovation theory, through the analysis of the innovative case, expand and deepen the scope of investor protection theory. |
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