The Protection Of Minority Shareholders' Rights And Interests

As an important window for foreign capital to invest in domestic enterprises at the beginning of reform and opening up,B-share market,as an important part of China's capital market,had played an important role during raising capital and attracting foreign capital in domestic enterprises.However,with more and more domestic enterprises coming into the market in the H-share market and more cross-border investment channels appearing,B-share market has been abandoned.Additional,reorganization and acquisitions to optimize the allocation of resources have been less and less,the loss of its financing function of the B shares has gradually made it marginalized.Although have been listed,B-share listed companies still trapped by the lack of financing channels,and rely on bank loans,equity pledge and other bonds financing for a long time.Bearing a heavy debt burden,the development of enterprises has also been severely limited.Therefore,in order to solve the B-share financing difficulties of listed companies,B-share reform is imperative.December 2012,CIMC B shares successfully introduced through the listing of the way to achieve H shares listed,Vanke B shares and Livzon B shares have also been listed in 2013 by way of listing in the Hong Kong Stock Exchange,to achieve B shares H shares.In 2013,Zhejiang Southeast Electric Power Company Limited announced a major asset restructuring program,through the merger of absorbing Zhejiang Southeast Electric Power Company Limited to achieve the overall listing of Zhejiang Zheneng Electric Power Co.,Ltd..Following the merger of Zhejiang Zheneng Electric Power Co.,Ltd.,The stock exchange merger between Future Land Holdings Co.,Ltd.and Jiangsu Future Land Co.,Ltd.is another successful experience of China's capital market to transform B shares to A shares,and it will provide a useful idea to solve the difficulties of B-share listed companies.“B to A” as a cross-market innovation merger and acquisition business,it must face many new issues in the voting system,the convertible price,the stock holders of foreign ownership and legal protection,especially in the protection of minority shareholders need Face new challenges.Therefore,in order to safeguard the rights and interests of small and medium-sized shareholders and ensure the orderly development of capital market,it is necessary to study the protection mechanism of minority shareholders' rights in the ?B to A? innovation business.Based on the theory of mergers and acquisitions,In the first part of this paper,it gives a brief overview of the paper,introduces the research background and significance of the paper,the current situation of domestic and foreign research and literature review,the research methods and ideas,the basic framework of the paper;The second part is the literature overview about the protection of the relevant benefit of small and medium-sized shareholders.Firstly,it introduces the concept and characteristics of the merger of convertible and the protection of minority shareholders 'rights.Secondly,it introduces the method of determining the proportion of convertible in the merger,and finally introduces the theoretical basis of the protection of minority shareholders' rights and interests.The third part is the new Absorbing the case of JiangSu Future Land Co.,Ltd..The main contents include the background of the merger,the purpose of the merger and the basic situation of the two sides,The case introduction of the stock exchange merger between Future Land Holdings Co.,Ltd.and JiangSu Future Land Co.,Ltd.,the characteristics of the case;In the fourth part of this paper,the contents include the cash option provide the withdrawal mechanism for the small and medium-sized shareholders,the proportion of the convertible to protect the interests of small shareholders and the information disclosure mechanism to security the right of the minority shareholders to know the relevant information of the merger;the fifth part is the Metro holdings of mergers and acquisitions of small and medium shareholders.The conclusion and enlightenment of the protection of rights and interests,summing up the experiences and revelation of the merger and acquisition of the new city holdings can provide reference for the subsequent B-share reform.The research of investor protection in the theoretical research literature is not uncommon,but most of the investor protection research results are limited to the legal and regulatory level,and rarely involve the relevant specific indicators to measure the reorganization of the interests of investors on the degree of protection of the articles.The main contribution of this paper lies in the innovation research on the application of investor protection in the new asset reorganization.Through the analysis of the merger case of "B turn A" in China,the paper not only analyzes the operation effect and experience of the specific path,put forward the process of innovation and reorganization to protect investors in the system program,but also provide a useful ideas and valuable reference for China's B-share market reform.In addition,the theoretical circles do not pay attention to the protection research of investors in the process of cross-market merger and acquisition.In this paper,based on the innovation practice promote the innovation theory,the author has expanded and deepened the investor protection theoretical research category.