Perfection Of Compulsory Delisting System Of Main Board: Based On The Perspective Of Protection Of Minority Shareholders

The main purpose of establishing a delisting system is to eliminate listed companies that violate laws and regulations,improve the liquidity of the securities market,and protect the interests of shareholders.After several rounds of delisting system reform,China's compulsory delisting criteria are more diversified than before,and the delisting procedures have also been more perfect.However,certain problems,such as focusing on quantitative criteria instead of quality ones,and the lengthy and cumbersome delisting procedures still exist.It cannot fully reflect whether listed companies have the ability to continue to operate,but allows listed companies to evade delisting and damages the interests of minority shareholders.These shareholders are precisely the basic players in the securities market and also the basis for the survival of the entire market.The degree of protection of such shareholders can reflect the development and perfection of the entire securities market.However,they are often at a disadvantage in the securities market,vulnerable to listed companies' violations.Therefore,from the perspective of minority shareholders,further improving objective quantitative standards,adding quality standards of corporate governance,optimizing delisting procedures,and establishing and improving shareholders' relief mechanisms are the key to perfecting the compulsorydelisting system for China's main board market.This is of great significance for safeguarding the interests of shareholders,building market confidence,and even the healthy development of the securities market.In addition to the Introduction and Conclusion,this paper is divided into four chapters.The first chapter focuses on the theoretical basis of compulsory delisting of listed companies.The second chapter introduces the defects and shortcomings of China's current compulsory delisting criteria and procedures.The third chapter focuses on the problems of shareholders' protection.The fourth chapter tires to propose legal advice on solving the present problems and improving the compulsory delisting criteria,delisting procedures and investors' protection by drawing on the advanced experience of foreign countries.The details are as follows:Charter I discuss the theoretical basis of compulsory delisting of listed companies.Firstly,it demonstrates the importance and inevitability of compulsory delisting system,mainly from the three dimensions of listed companies,the securities market and shareholders.Secondly,it discusses the theoretical basis of and reasons for the protection of the rights of minority shareholders.By discussing the relationship between the protection of minority shareholders' rights and the securities market,and clarifying the risks faced by minority shareholders,it is further discussed why it is necessary to design and improve the mandatory delisting system from the perspective of shareholders.Charter II introduces the defects and shortcomings of China's current compulsory delisting criteria and delisting procedures.From the perspective of delisting criteria:on one hand,China's quantitative delisting criteria place too much emphasis on financial indicators such as net profit and net assets,but do not pay attention to the use of market trading indicators in delisting practice;in addition,financial indicators are not uniform in deducting non-recurring gains and losses,allowing listed companies to adjust their profits to avoid delisting.On the other hand,the problems of emphasizing“quantity criteria” while lighting “quality criteria” still exist.The quality delisting criteria usually mean the compulsory delisting system for companies committing grave illegalities,which is still insufficient.From the perspective of delistingprocedures,the period of compulsory delisting is lengthy,and the review of delisting decisions did not work.Charter III focuses on the dilemma of shareholders' protection under compulsory delisting system.The rigid application of the “let the buyer beware” principle will bring great obstacles to shareholders' rights protection.In addition,although the shareholders have the right to claim,the civil litigation mechanism in China is still not perfect.Besides,the supporting advanced payment system is not mature,which creates obstacles for shareholders to protect their interests via legal approaches.Charter IV proposes to improve the compulsory delisting criteria.First of all,China should improve the current quantitative delisting criteria,attach importance to the use of market trading indicators,and establish a unified financial delisting index;on this basis,China should build a complete quality delisting criteria system,drawing on developed international experience in the securities market,introducing corporate governance delisting criteria;Thirdly,it should establish a quick delisting system and introduce a hearing system.Finally,China should improve the shareholders' relief mechanism.It should be bore in mind that the principle of “let the buyer beware” and the “let the seller also beware” are the premises,and the establishment of the opt-out class action and the establishment of a mature advanced payment mechanism are of great importance.The securities market abides by the competition principle of “survival of the fittest”.It is necessary to establish rules of compulsory delisting system to improve the efficiency of resource allocation in the entire market.The effective operation of the compulsory delisting system is inseparable from the construction of the protection mechanism for minority shareholders.By establishing complete compulsory delisting criteria and delisting procedures for listed companies,some companies can truly exit the market,thereby achieving the goal of guiding shareholders in advance;at the same time,improve the shareholders' relief mechanism under different delisting criteria and guarantee shareholders' interests.