投服中心行权与控股股东利益侵占——基于关联交易视角

Right Exercise of the China Securities Investor Services Center and Expropriation of Controlling Shareholders:Based on the Related-party

控股股东利益侵占问题是中国证券市场的“顽疾”,近年来证监会采取了一系列监管措施,但仍然收效甚微。文章通过手工收集整理中证中小投资者服务中心行权数据,考察了投服中心行权对上市公司控股股东利益侵占行为的治理效应。研究发现,投服中心的行权有效抑制了上市公司控股股东的利益侵占行为;且这一作用是通过提高中小股东在利益侵占相关议案中的投票率、提高上市公司的媒体负面关注度和增加其面临的诉讼风险实现的。进一步分析发现,上述治理效应在内外部治理环境较差的上市公司中更为显著,且当投服中心采取公开发声和参加股东大会这两种方式行权时,对控股股东利益侵占行为的治理效果更显著。文章拓展了中小投资者保护的相关研究,为投服中心保护中小投资者提供了更加直接的证据,对保护中小投资者和投服中心未来开展工作具有重要借鉴意义。

At the end of 2022,the China Securities Regulatory Commission(CSRC)issued the"Three Year Action Plan for Improving the Quality of Listed Companies(2022-2025)",proposing to improve the internal mechanism of corporate governance,guide various entities to effectively participate in corporate governance,and regulate the behavior of controlling shareholders.As a key minority that affects the quality of listed companies,the expropriation of controlling shareholders is a major obstacle to improving the quality of listed companies.In this context,the governance of the expropriation of controlling shareholders has become a key focus of regulatory authorities.In order to further address the issue,the CSRC established the China Securities Investor Services Center(ISC)in December 2014.The ISC holds one hand(100 shares)of each listed company,and exercises shareholder rights such as inquiry,suggestion,and voting as a minority shareholder to protect the legitimate rights of minority shareholders.It is a role that combines regulators and minority shareholders.So,whether the right exercise of the ISC truly plays the role in governing the expropriation of controlling shareholders has become a question that should be further explored.This paper examines the inhibitory effect of the right exercise of the ISC on the expropriation of controlling shareholders of listed companies by manually collecting data on the right exercise of the ISC.The results show that the right exercise of the ISC effectively restrains the expropriation of controlling shareholders of listed companies.This effect is realized by increasing the voting rate of minority shareholders in interest encroachment motions,the negative media attention of listed companies,and the litigation risks they face.The inhibitory effect of the ISC is more pronounced in listed companies with a poor internal and external governance environment.Moreover,when the ISC exercises its rights in public and attends shareholders'meetings,the governance effect on controlling shareholders'interest encroachment is more significant.The academic value of this paper is as follows:First,in terms of literature development,existing literature mainly studies the right protection methods of the ISC,the information governance effect of right exercise on listed companies,and the market reaction after right exercise;while this paper finds that the right exercise of the ISC significantly reduces the related-party transactions of listed companies,providing more direct evidence for the protection of minority shareholders by the ISC.Second,in terms of practice,this paper finds that the ISC reduces the related-party transactions of listed companies and controlling shareholders,providing a theoretical and policy basis for the further improvement of the ISC in China.