| In the 1990s,Chinese capital market began to develop.In the development process of 30 years,the capital market and its related system are constantly maturing and improving.However,the "hollowing" behavior of major shareholders,which hinders the healthy development of the company due to the concentration of equity,has become more and more intense in recent years.This behavior has aroused the close attention of the majority of investors,minority shareholders and academic circles,and become a key problem to be solved in corporate governance.From Kangmei Pharmaceutical,ST Gaosheng,to ST Baoqian,and so on,a succession of big shareholders through some hidden and complex,constantly to grab the assets of the listed company,make a hollowed-out listed companies operating performance is impaired,even retreat city,this greatly harm the interests of small and medium-sized investors.In order to ensure the healthy development of the capital market,the National People’s Congress deliberated and adopted the New Securities Law in March 2020,which not only strengthened information disclosure,established a special chapter for investor protection,but also greatly increased the punishment for violations of laws and regulations,and improved the capital market rules ultimately.In this context,it is of practical significance to investigate the means or factors of major shareholders’ tunneling behavior and propose elaborate precautions to avert it.The case company of this paper,ST Fukong,is a listed company with concentrated equity and dominant share.From 2014 to 2020,the major shareholders of ST Fu Kong hollowed out the company assets in various ways for many times,resulting in the deteriorating financial performance.In June 2020 and August 2021,the company received two notices of administrative punishment and market prohibition from CSRC.Between them,the administrative penalty in August 2021 was the first case of malicious evading delisting of A-shares after the in-depth Reform Commission set the regulation at the end of 2020,and also the first case of illegal information disclosure punished by Shanghai Securities Regulatory Bureau for applying the new Securities Law.Therefore,on the strength of corporate governance theory,the author introduces the actual fundamental state,tunneling process and results of ST Fukong,and finds that the major shareholders of ST Fukong mainly tunneling of listed companies through illegal guaranteed loan,capital occupation,merger and reorganization and related party transactions.Then,explored the causes of major shareholder tunneling from the company’s internal governance structure and external governance mechanism.We found that there are some internal governance problems,such as unreasonable shareholding structure,frequent changes in the tenure of internal directors and senior executives,and the imperfect supervision mechanism of internal control rights,responsibilities and interests.There are also some problems in terms of external governance mechanism,such as violation of the truth,integrity and timeliness of information disclosure,inadequate external audit duties,long period of review by regulators,insufficient punishment in the early stage and insufficient supervision of actual controllers.For the problem of tunneling by major shareholders,this paper not only puts forward some suggestions on internal governance,such as optimizing the ownership structure,internal governance structure,paying attention to the effect of internal control and rectification,and establishing a related party transaction review organization.It also proposes to strengthen audit supervision,forms a normalized delisting mechanism,and puts forward suggestions on implementing the provisions on information disclosure,strengthening the agency collection system of information disclosure and connecting other legal systems in combination with the relevant provisions of the new securities law.It is not only protect interest and cut down risk of the investors,but also help to develop a healthy financial markets. |
PDF Full Text Request