股权分置改革协商机制若干重大问题探讨

Major Issues on Negotiating System Surrounding Non-tradable Share Reform

本文通过对股份转让权和流通权的界别,提出流通权并非产生于股权分置改革协商机制,而是由证券交易所赋予。股权分置改革协商机制的本质是对价安排的市场化定价机制而非赋权机制。在对协商机制是解决股东之间利益平衡的分析基础上,明确其协商形式应为相关股东会议而非股东大会,但在协商涉及公司事务的股权分置改革方案时,应当通过相关股东会议和股东大会“两会合一”方式解决。

Through a definition of exchange right and floating right of equities, the author proves that floating right of equities does not derive from negotiating mechanism of non-tradable share reform, rather it is delegated by stock exchanges. The nature of negotiating mechanism of the reform is free pricing mechanism arranged by valuable consideration not delegation. Based on an analysis of negotiating mechanism to address conflict of interests, the author clarifies that the negotiating form should be shareholder related meetings rather than shareholder meeting. Regarding full listing plan, shareholder related meetings and shareholder meeting are both necessary.