| The purpose of this paper is to study the provisions of Article 102 of the company law of the People’s Republic of China(hereinafter referred to as the company law)and Article 14 of the rules of the general meeting of shareholders of listed companies(hereinafter referred to as the rules)on the right of shareholders’ proposal.From the macro perspective,through the statistics of the use of the right of shareholders’ proposal in China’s listed companies after 2005,from the micro perspective,with the specific case practice in recent years as an example,we can understand the shareholders The dilemma of the proposal is to extract the rules of shareholders’ proposal from it,and then return to the form of practice to effectively verify its conformity with the operation of the system.As the entrance of the system,the theoretical basis determines the stability of the foundation of the proposal right system,and also provides an accurate positioning and demand direction for the top-level design.Considering the rule structure of Article 102 and Article 14 of the company law at this stage,it is inevitable that the implant should not be separated.It is beneficial to the further development of the system of shareholder’s proposal right in our country to probe into cocooning within the scope of plant.This paper is divided into six parts.The first part of the introduction from the connotation of the system,pointing out the reasons for the topic.Then,starting from the articles,we will talk about the problems of the system and make clear the research scope.After a brief introduction of the current situation of legislation,it shows the current situation of scholars’ research through literature review.At last,the research methods of this paper are clarified.On the basis of discussing the system of shareholder’s proposal right,we can’t ignore its practice connection,otherwise this mechanism will only be superficial.The first chapter of the article extracts the problems and defects of the shareholders’ proposal right in China from the actual cases of the shareholders’ proposal in China’s social practice.The second chapter lays the foundation of the theory of shareholder’s proposal right,studies the legislative purpose of shareholder’s proposal right,analyzes the system connotation in the context of listed companies,and measures it by the system value.This chapter analyzes the meaning of the right of proposal under the background of "separation of two rights" and "incomplete procedural justice",and analyzes the nature and characteristics of the shareholder’s right of proposal.Understand the value of shareholder’s proposal right to the company,shareholders and society.The third chapter analyzes the problems and causes of the shareholder’s right of proposal system based on the current laws and regulations of our country and the experience of foreign legislation.Focusing on the specific cases in the first chapter,this paper makes a study of each issue,and understands the causes of its formation and the concerns of the current law.First of all,whether the 3% shareholding ratio is still in line with China’s national conditions remains to be considered.Due to the lack of the rules of proxy solicitation in our country,it is difficult for small shareholders who do not meet the shareholding ratio to solicit,the board of directors does not even recognize the legitimacy of the proposal right brought by the accumulated shares solicitation,the enthusiasm of shareholders’ proposal is seriously limited,and the will cannot be expressed.Moreover,compared with the 13 exclusions of SEC rule 14a-8,which has been revised many times in the United States,China’s relevant laws and regulations are not enough to meet the actual needs of the development.Finally,through the observation of the above cases,it can be seen that the current situation of the abuse of power by the board of directors in China is more serious.The lack of the proposal review mechanism has greatly affected the possibility of shareholders’ proposal entering the general meeting of shareholders,and the establishment of the review mechanism and relief mechanism is imminent.The fourth chapter is the improvement of the shareholders’ proposal right system of listed companies.On the basis of the first three chapters,this chapter attempts toimprove the subject qualification of the proposed shareholders of Listed Companies in China,in order to respond to the corresponding problems exposed in the cases mentioned in the first chapter.Secondly,give positive response to the public welfare proposal in the scope of shareholders’ proposal right,set up exclusion reasons,combine affirmation with negation,reasonably stipulate the scope of the proposal,balance the interests of shareholders,board of directors,major shareholders and the company.Finally,the establishment and improvement of the review mechanism of shareholders’ proposals and the choice of relief path are studied.From the perspective of internal review and third-party independent review,set up the review subject,explain the review procedure and content,improve the establishment of the review system,and regulate the abuse of review power.Finally,the conclusion part of this paper summarizes the improvement path proposed by the author on the basis of looking back on the practical problems,and points out the shortcomings of the research. |
