混合所有制下的中小投资者权益保护

Protecting the Rights and Interests of Small and Medium-Sized Investors under the Mixed-Ownership System

国企混改本质上是国资和民资的混合,在强调国资控制力的情况下,民资股东往往在混改国企中处于中小投资者地位,因此,保护民资权益便成为调动民资参与国企混改积极性的核心问题。应切实保证中小投资者与大股东平等行权的权力;通过累积投票、单独计票、提高独董比例、落实中小投资者召集临时股东大会和提案权等方式,降低中小投资者行权成本;尽可能实现国有相对控股,以建立中小投资者对大股东的制衡机制;通过集体诉讼和集体索赔、内幕交易等方面的立法,大幅度提高信息披露违规的成本,以强化中小投资者的知情权;引导上市公司提高分红力度,保障中小投资者收益权,以降低股价崩盘风险,维持股市稳定。

The mixed ownership reform of the SOEs is essentially the mixing up of the state-owned and private capital. In a situation where the control power of the state-owned capital is emphasized, the private capital shareholders often have the status of small and medium-sized investors in the SOEs being reformed. Therefore, protecting the rights and interests of the private capital has become the key issue in encouraging the private capital to participate in the SOE mixed ownership reform. The government should ensure that the small and medium-sized investors and the large shareholders exercise their power equally; reduce the cost of the exercise of power for the small and medium-sized investors by way of cumulative voting, separate vote count, increasing the proportion of independent board directors, and ensuring the power of the small and nledium-sized investors to convene temporary general meeting of shareholders and make a proposal; ensure relative holding by the SOC as much as possible, and establish the checks and balances mechanism between the small and medium-sized investors and the major shareholder; greatly improve the cost of non-compliant information disclosure, and strengthen the right of the small and medium-sized investor to know through legislation on collective action and collective claims, and insider trading; and guide the listed companies to increase dividend, and guarantee the returns of the shares held by the small and medium-sized investors, in order to reduce the risk of the collapse of the stock market and maintain its stability.