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Shareholder Voting Power and to the minority shareholders of its infringement


TheIncompletionoftheMajorShareholders'VotingRightsanditsInfringementonMedium-SizedandSmallShareholders

Abstract: ThepaperstudiestheconditionsonthecompletionoftheShareholders'VotingRights, andfindsthemajorshareholders'votingrightsisincompleteinChineselistedcompanies. Theresearchofthisthesisindicatesthatthereasonofthemajorshareholders'infringementonthemedium-sizedandsmallshareholders, isfundamentallyassociatedwiththeincompletionofthemajorshareholders'votingrights.

KeyWords: shareholders'votingrights; incompletion; themajorshareholders 'infringement

Summary: So far, in the Chinese stock market, the major shareholder of the small shareholders violations continue to occur and to become in order to hinder the healthy development of China's stock market played in the national economy 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 of non-completeness of the voting rights, and on this basis demonstrates that the major shareholder of the optimal choice is to play its hand to the right to vote Maximum - the maximum possible violation of minority shareholders interests. 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, in China's stock market, the largest shareholder rights and interests of minority shareholders against the emerging phenomenon of become the constraints of the 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 Harness Large shareholders violations of policy formulation and policy choice.
This paper attempts to a more 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 of the reality of violations in the Chinese stock market
the actual operation, the largest shareholder of violations of minority shareholders mainly on four aspects: First, transfer the interests of listed companies; II is a listed company's dividend policy to shareholders 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 (InterestConveyance), is sent through the donation, gift, mortgage, guarantee, occupancy, etc. will be free of an enterprise's property interests transferred to the enterprise a large shareholder or a particular stakeholder.
Table 1, the transfer of interest of some listed companies listed on stock short

date to raise funds (million) Earnings per share (yuan) is the major shareholder listed in the first year occupation of the recent asset
Monkey 1993.11284850.18 year
ST (95) -0.228.9 billion in cash and secured 300 million yuan for its well-being 1996.9291600.47-0.981.66
ST billion to 2.5 billion in cash and assets of its mortgage
ST Guangdong Kingman 1996.1205850.55-1.649.95 billion cash
ST Prismatic 1993.2107440.20-0.253 billion in cash and 417 million for security
the East China Sea Share 1996.6157180.41-0.2612.19 billion cash
Daqing Lianyi 19975481000.550.165.63 billion cash
Source:
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, according to our 2000 annual report of the statistical analysis of the companies listed on the Shenzhen Stock Exchange,[link widoczny dla zalogowanych], 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, the severity of non-standard. 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,[link widoczny dla zalogowanych], 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, 40%, up to 50% of the 90's.
Table 2 Distribution of listed companies in China Year 199419951996199719981999200020012002

number of listed companies do not allocate the number 291323530744851924115211601220
2765170373488568416451492
percentage (%) 9.2820.1232.0850.1358.4469.6036.1138 .8840.33
Source: 2001 data cited in Li Xuefeng before, Xu Hui (2003) of the relevant research; 2001-2002 data according to 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 fully reflected the will of major shareholders , which leads to the question, because dividend policy is the same shares of the same profits, large shareholders and small 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,[link widoczny dla zalogowanych], 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 (ControllingtheProfits) motivation is 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,[link widoczny dla zalogowanych], or profit to meet market expectations ②.
on China's reality, the one hand, the profits of Chinese listed companies manipulate motivation,[link widoczny dla zalogowanych], more to the smooth implementation of placement financing, which mainly reflects the reality that is a listed company's net assets are mostly around 6% (see Table 3). Can be seen from the table, the net assets of listed companies in China 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 fiscal year weighted average return on net assets not less than 6%. In other words, 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

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