Research On Legal Issues Of Spin-off Of Listed Companies In China

In recent years,the spin-off of listed companies in China as an important way to optimize resource allocation in the capital market has gradually entered people’s vision,especially since 2019,with the Dongfeng of the Science and Technology Board,China’s listed companies have ushered in diversified development.opportunity.On December 12,2019,the China Securities Regulatory Commission(hereinafter referred to as the China Securities Regulatory Commission or the China Securities Regulatory Commission)officially announced the "Several Provisions for the Pilot Subsidiary Listing of Subsidiary Subsidies of Listed Companies"(hereinafter referred to as "Separate Provisions").In terms of content,one is to clarify the spin-off conditions,require listed companies to have a certain profitability,and standardize the means of operation.The second is to have an independent process.After the separation,the parent company and the subsidiary company must meet the independence requirements.The third is to strengthen the responsibilities of intermediary institutions,requiring listed companies to hire professional institutions to express their opinions on whether the spin-off meets the relevant conditions,and independent financial advisers must also continue to supervise.This provides a legal basis for the spin-off of listed companies in China.However,subject to China’s capital market development level and lack of regulatory experience,there are still many problems in the spin-off of listed companies in China,which will bring certain legal risks,whether it is thecontrol of the parent company or the related transaction of the parent company,or The problem of information disclosure is likely to damage the interests of small and medium shareholders,disrupt the market competition order,and increase the difficulty of supervision.This urgently requires a timely and efficient relief mechanism to prevent and avoid problems.China’s capital market is a market with an absolute majority of small and medium investors.The abnormal development of the investor structure may exist for a long time.Although the regulatory level has vigorously promoted and developed institutional investors in recent years,it wants to change the domestic capital market in a short period of time.The investor structure is almost impossible.To make spin-off listing truly a new way of listing,which is beneficial to the interests of all parties,we cannot avoid contradictions and give up opportunities for market diversification.At present,Chinese scholars have conducted in-depth and systematic research on listed companies’ M & A and restructuring,but there are few studies on the company’s spin-off and listing.At the same time,there are few specific cases of domestic spin-offs of domestic listed companies.There are few articles on the legal objects of the spin-off of listed companies,and the research is not thorough enough;The company’s spin-off and listing in the domestic capital market has gained institutional support and entered the practical operation level,which provides a comparable theoretical and practical basis for the research in this article.From the perspective of protecting small and medium investors,this article studies the legal issues of spin-off and listing,with a view to gaining and breaking through both theoretical and practical levels.The body of this article is divided into six parts.The introduction part explains the source of the selected topic,the background of the selected topic,the research significance,the research difficulties and the research ideas.The first chapter introduces the basic theoretical issues of the spin-off of listed companies,including: the analysis of the related categories of spin-offs and the pros and cons of spin-offs.The first section includes the spin-offs and succession of listed companies.Whether the company has a two-party perspective analysis of mother-child control relationship,spin-off listing and separate listing,and other relatedcategories;the second section analyzes the advantages and disadvantages of spin-off listing from different perspectives,mainly including looking at the advantages and disadvantages of spin-off listing from different perspectives,And concluded that the choices of listed companies are diverse,the symbol of the maturity of the capital market is blooming,and the protection of the interests of small and medium-sized shareholders is a problem that continues throughout the spin-off and listing.The second chapter analyzes and demonstrates in detail the protection of the rights and interests of the various entities in the spin-off of listed companies,including: the protection of the rights of the parent and subsidiary companies in the spin-off,the protection of the creditors of the listed companies,the protection of the rights of the employees of the company,the minority shareholders Rights issues.In this chapter,we focus on the status quo of the protection of the rights and interests of small and medium shareholders,and the specific performance of the damage to the rights and interests of small and medium shareholders.The third chapter introduces the conditions and procedures for the spin-off of listed companies in detail.In the first section,it analyzes the conditions for spin-off and listing in China,focusing on introducing the regulations on spin-off and listing in some countries and regions overseas;Issues on internal and external procedures for spin-off.Chapter 4 provides targeted and perfect suggestions on the legal problems in the spin-off system of listed companies in China.The conclusion part summarizes and explains that under the context of the new "Securities Law" to dilute the administrative supervision of A shares and strengthen market supervision,listed companies should base themselves on their own development,avoid blindly following the benefits of spin-off listing,and unreasonably divide the existing ones.The risk of delisting should be vigilant to prevent the resulting damage to the rights and interests of small and medium shareholders or even the securities market.