With the deepening of the reform of non-tradable shares in China,the phenomenon of rigid control rights has been alleviated,but the characteristics of higher ownership concentration in listed companies in China are still obvious.Major shareholders can manipulate the company’s decision-making with the help of their control rights,and then encroach on the interests of small and medium investors,which makes the agency problem between them more and more prominent.In order to achieve the goal of maximizing personal interests,major shareholders manipulate listed companies to transfer interests to them through their equity and information advantages over small and medium shareholders.Because of its strong concealment,related party transactions have become an important way to transfer the interests of many enterprises.In the capital market,the phenomenon of interest transfer of related party transactions emerges endlessly and intensifies.This kind of speculation not only leads to the deterioration of financial performance of listed companies,but also damages the interests of small and medium shareholders and frustrates their confidence in the capital market,which will inevitably have an adverse impact on the healthy and stable development of the capital market.In order to maintain the stability of China’s capital market,it is imperative to strengthen the protection of the legitimate rights and interests of small and medium-sized investors.How to restrain large shareholders from taking advantage of related party transactions from listed companies has become an urgent problem to be solved in the current period.Based on the above background,this paper takes Zhongzhu Medical,a listed company,as a case study.Different from the previous situation in which the majority of the company’s shares were held by a single major shareholder,the equity of Zhongzhu Medical was relatively concentrated in the hands of the first two major shareholders,and the two major shareholders should have formed a good balance relationship.However,in order to facilitate the listed company to acquire the subsidiary Yiti Medical,the controlling shareholder and the second largest shareholder had a concerted action group.By controlling and greatly influencing the company’s management decisions,the two companies frequently transfer wealth to themselves by using related party transactions,and there is collusion among major shareholders.In addition,the actual controllers of the two major shareholders are Xu Delai and Liu Danning,both of whom have served as directors and senior executives in Zhongzhu Medical or its subsidiaries,with overlapping powers between the decision-making level and the executive level,which provides convenience and opportunities for them to transfer the benefits of related party transactions.As the "first share in ophthalmology" in China,Zhongzhu Medical is a typical representative of listed companies that have recently implemented the interest transfer behavior of related party transactions.It has not only been supervised and punished by the CSRC because of this speculation,but also gradually reduced to a "*ST" enterprise due to the deterioration of its financial situation,which has caused serious damage to the interests of the majority of small and medium shareholders,and the company value has also plummeted.This paper makes an in-depth analysis of the case of Zhongzhu Medical,which was punished for the benefit transfer of related party transactions.The writing structure includes the following five parts: The first part is the introduction,which mainly introduces the research background,significance,related literature,and the overall research ideas,methods and writing framework of the paper.The second part is a theoretical overview of the benefit transfer of related party transactions,including its concept,types and characteristics,means,causes and consequences,and the relevant theoretical basis on which this case analysis is based.The third part is the introduction of the case company Zhongzhu Medical,which elaborates the ownership structure,operation,related parties and related transactions,and the specific ways of transferring the benefits of related transactions.The fourth part is the case analysis of this paper,which is an analysis of the causes and economic consequences of the interest transfer phenomenon of Zhongzhu-medical’s related party transactions.The fifth part is the conclusion and enlightenment of the whole case study.In this part,the corresponding conclusions are drawn according to the interest transfer behavior of the related party transactions of the case companies,and four targeted inspirations are put forward to provide countermeasures and suggestions for solving such problems.Through the in-depth analysis of Zhongzhu Medical,this paper draws the following conclusions: First,related party transactions are easy to breed interest transfer behavior and have become an important way of interest transfer.Zhongzhu Medical has realized the benefit transfer to major shareholders through four different related party transactions;Secondly,the defects of internal and external governance mechanism provide opportunities for the benefit transfer of related party transactions;Third,the interest transfer behavior of related party transactions has infringed on the interests of enterprises themselves and small and medium investors;Fourthly,as an external supervision mechanism,audit institutions have played an effective role in supervising such speculation,and transmitted the true information of violations of related party transactions of Zhongzhu Medical to stakeholders and regulatory authorities.Therefore,this paper gets the corresponding enlightenment.To curb the interest transfer behavior of related party transactions of listed companies,we should not only strengthen the equity balance,strengthen the protection mechanism of minority shareholders,but also improve the internal control of the company,and give full play to the role of external governance mechanisms such as administrative supervision departments and audit supervision.This paper studies the case of benefit transfer of related party transactions in Zhongzhu Medical,which provides a reference for how to restrain the benefit transfer behavior of related party transactions of listed companies,helps enrich the specific application of relevant theoretical research,and has certain academic value and practical significance. |