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Shareholder Voting Power and to the minority shareholders of its infringement

The Incompletion of the Major Shareholders' Voting Rights and its Infringement on Medium-Sized and Small Shareholders Abstract: ; The paper studies the conditions on the completion of the Shareholders 'Voting Rights, and finds the major shareholders' voting rights is incomplete ; in Chinese listed companies. The research of this thesis indicates that the reason of the major shareholders' infringement on the medium-sized and ; small shareholders, is fundamentally associated with the incompletion of the major shareholders 'voting rights. Key Words: shareholders' voting ; rights; incompletion; the major shareholders' infringement Summary: So far, in the Chinese stock market, the major shareholder of the small shareholders violations continue to occur, and has become hindered the healthy development of China's stock market and in the national economy to play its due role and focus of a difficult problem. In this paper, the completeness of the shareholders the right to vote the necessary and sufficient conditions, the paper reveals the Chinese listed companies a non-voting shareholder of completeness, and on this basis demonstrates that the major shareholder is the optimal choice to play its hand to the largest voting rights - that the greatest possible against the interests of minority shareholders. This study reminds us that only from the general strengthening of supervision of listed companies behavior point of view, can not fundamentally solve the growing stock market in the behavior of the expropriation. Keywords: Voting Power and the expropriation I. Introduction So far, the stock market in China in the expropriation of minority shareholders rights and interests of the phenomenon of emerging as the restricting China's stock market and regulate the development of stable operation of a difficult and focus, and attracted the attention of many researchers. He Jun (1998) from the perspective of corporate governance, ownership structure and reveals the relevance of the expropriation; Xiao Xing and Guo Xiaoyan (2000) from the net assets of listed companies in return for the manipulation of point of view confirmed the existence of the expropriation; Tangzong Ming and Jiang bits (2002) index system through the design and empirical analysis to quantify the extent of the expropriation; Lee Kang et al (2003) from the perspective of the refinancing of listed companies, demonstrates the small shareholders, large shareholders wealth deprivation. These studies further study for us to understand and act against the major shareholders to provide a theoretical and empirical support for. However, we note that the literature is more empirical point of view confirmed the presence of the expropriation, and the analysis of the causes of its lack, which also limits our ability to control behavior of the expropriation policy-making and policy choice. This paper attempts to a more causes of violations of minority shareholders. The structure of this arrangement is the following: The second part of our major shareholders on the stock market behavior of the real against the investigation, summarizes and outlines the main form of expropriation. The one hand, this study reveals the major shareholders of listed companies in China features of violations, on the other hand shows the stock market, the expropriation of the seriousness of the phenomenon. In the third part of the shareholder voting rights from the perspective of completeness, demonstrates the major shareholders of listed companies the right to vote and the result of non-completeness of the interests of major shareholders own loss, combined with the absolute controlling shareholder status, proved a big shareholders against the inevitability of small shareholders. The fourth part of the summary of proposed conclusions of this study and inspiration. Second, the major shareholders realistic analysis of violations in the Chinese stock market,[link widoczny dla zalogowanych], the actual operation, the largest shareholder of violations of minority shareholders mainly in four aspects: First listing interests of the company transfer; second dividend to shareholders of listed companies policy is not standardized; third largest shareholder of listed companies profit manipulation; four listed companies (A) the interests of listed companies in the so-called benefits transfer transfer (Interest Conveyance), is sent through the donation, gift, mortgage, security free occupation by other means in an enterprise's assets transferred to the interests of the majority shareholder of the enterprise or a specific stakeholders. Table 1, the transfer of interest of some listed companies listed on stock short date to raise funds (million) Earnings per share (yuan) is occupied by a large shareholder assets In the most recent year listed first ST Monkey 1993.11 28485 0.18 (95) -0.22 890 million yuan in cash and secured 300 million yuan for its Happy 1996.9 29160 0.47 -0.98 ST 166 million in cash and 2.5 billion worth of assets for its mortgage ST Guangdong Kingman 20585 0.55 -1.64 1996.1 ; 995 million yuan in cash ST Prismatic 1993.2 10 744 0.20 -0.25 3 billion in cash and 417 million for its guarantee shares in 1996.6 15718 0.41 the East China Sea ; -0.26 1.219 billion yuan in cash Daqing Lianyi 1997548100 563 million yuan in cash 0.55 0.16 Source: on March 12. Benefits transfer by way of major shareholders against the interests of minority shareholders, listed companies in China have been fairly common, from the number of ST's situation (see Table 1) can be seen by. Can be seen from the table, by way of benefits transfer, major shareholders of listed companies share a lot of cash and non-cash assets. In addition,[link widoczny dla zalogowanych], according to our 2000 annual report of the statistical analysis of the companies listed on the Shenzhen Stock Exchange, the occurrence of major shareholders of listed companies occupied the situation of funds and assets, accounting for 33.2% of all listed companies; another 30.1% of the listed company security situation for large shareholders. Excluding double counting part of the behavior of the two together accounting for 51.5% of all the listed companies. These no doubt that is the major shareholder of the medium and small shareholders, plunder and abuse. (B) the dividend policy of non-standard shareholders of listed companies in terms of dividend policy, we can be reflected from Table 2, non-standard severity. Can be seen from the table listed companies in China are not the absolute number of dividends to investors and the relative proportion of both tend to rise; and even if the company is a dividend, bonus issue or capital stock are generally in the way, and little cash dividends. This country and the capital market is mature dividend policy of listed companies have a fundamentally different, in those countries, and its dividend policy of listed companies showed a steady and gradual increase in the law, such as According to the study (the German Court, Chen Tiejun , 2001) show that in the United States, dividends of listed companies accounted for the proportion of after-tax profits 80 years from the last century,[link widoczny dla zalogowanych], 40%, up to 50% of the 90's. Table 2 Distribution of listed companies in China Year 1994 1995 1996 1997 1998 1999 2000 2001 2002 number of listed companies 291 323 530 744 851 924 1152 1160 1220 number not assigned 27 65 170 373 488 568 416 451 492 percentage (%) 9.28 20.12 32.08 50.13 58.44 69.60 36.11 38.88 40.33 Source: 2001 data cited in Li Xuefeng before, Xu Hui (2003) of the relevant research; 2001 - 2002 data based on the Shanghai Stock Exchange, Shenzhen Stock Exchange on data sorting on the site. Contents of Table 2 we have to note that ①, the status of this dividend policy is controlled by the Board of major shareholders, the shareholders control the General Assembly adopted, meaning that it concentrated reflection of the wishes of large shareholders, which raises the question, because dividend policy is the same shares of the same benefits, the majority shareholder and minority shareholders will not receive cash dividends as income, where the interests of major shareholders? The answer is, on the one hand, large shareholders have passed the above analysis of the benefits transfer and ahead of schedule; the other hand, the cash dividend is not a listed company's cash balance will be preserved or increased, as indicated in the analysis revealed, more beneficial occupation of major shareholders of listed companies in various ways, including a variety of resources, including funds for their own profit. (C) the profits of major shareholders in the capital market manipulation a better country, profit manipulation (Controlling the Profits) are motivated to strive to meet or exceed market expectations of profits of listed companies to improve the stock options (Options) value; its profits during the manipulation of basic reflects management's desire (Arthur • Leavitt, 1998). In China, it is precisely because of capital market imperfections, the profits of listed companies control neither for the management of the value of stock options, or profit to meet market expectations ②. On China's reality, the one hand, the profits of Chinese listed companies manipulate motivation, more to the smooth implementation of placement financing, which mainly reflects the reality that is listed company's net assets yield mostly around 6% or so (see Table 3). Can be seen from the table, the net assets of listed companies to comply with the general rate of return of 6% -8% of the normal distribution. This phenomenon is not accidental, since the latest 2001 placement of shares issued by the SFC conditions, to apply for allotment of the company's recent three Accounting The weighted average annual return on net assets of not less than 6%. In other words,[link widoczny dla zalogowanych], above a true reflection of both the listed companies profit manipulation of the facts, but also reflects the profits of listed companies in China-specific manipulation of motivation - through placement of shares to major shareholders hold more resources. Listed in Table 3 Distribution of net assets yield rate distribution ROE ROE <0 0 ≤ ROE <2% 2% ≤ ROE <4% 4% ≤ ROE <6% 6% ≤ ROE <8% 8% ≤ ROE <10% ROE ≥ 10% the proportion of number of listed companies 12.57% 10.14% 10.34% 13.46% 19.01% 12.93% 21.55% Note: 1 letter in the table for the ROE ROE; 2, data in the table for the end of 2001. Source: Ping Qiao, Li Nature (2003) calculated the data sorting. (D) asymmetry of power and the exercise of a variety of View from the exercise of power asymmetry in the China Securities Regulatory Commission banned the asset allocation option to subscribe before the refinancing of listed companies (placement) process, the minority shareholders to subscribe for rights issue can only be in cash, and major shareholders assets tend to subscribe ①. This actually creates an asymmetry or inequality in the exercise - the major shareholder in exchange for allocation of resources under its control stake, while minority shareholders can only be subscribed in cash allotment option, which is what we call Refinancing trap The core of this trap is that not only do not dig the major shareholder in cash (which maintained a maximum liquidity and make it non-current assets allotment option, which undoubtedly is the small shareholders that From ensure that the placement of shares of the Company's qualification and also to the means of packaging a variety of financial inducement or projects with minority shareholders to subscribe for shares; the other hand, large shareholders will have to give up their share of the subscription with. This is what we call the More articles related to topics：

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