by Paul Chan Mo-po. / Bibliography : leaf 110 / Thesis (M.B.A.)--Chinese University of Hong Kong, 1984

This thesis deals with improving protection of minority shareholders in China. The minority shareholders are faced with the dual oppression from the managerial power and the majority rule, but they cannot get sufficient remedies through preventive mechanisms or remedial legal actions. / After introducing the main defects regarding minority protection in the Chinese Company Law, the Author examines the main mechanisms to check the management and majority shareholders, and the remedies available to shareholders under some major legal systems in the common law world. During or after the examination, the Author makes some comments on the mechanisms and remedies and offers his opinions on selectively adopting them in China.

No description available.

published_or_final_version / Business Administration / Master / Master of Business Administration

published_or_final_version / Business Administration / Master / Master of Business Administration

published_or_final_version / Business Administration / Master / Master of Business Administration

China permits foreign investors to establish foreign investment companies limited by shares (FICLBS) together with Chinese domestic investors after 1995. FICLBS are a new form of foreign investment in addition to Sino-foreign Equity Joint Ventures, Sino-foreign Contractual Joint Ventures and Wholly Foreign Owned Enterprises. In the meantime, FICLBS have close relations with and are strictly governed by PRC Company Law. The double nature of FICLBS accounts for many characteristics of FICLBS. As a form of foreign investment, FICLBS are based on the foreign investment regime. FICLBS are governed by the legal provisions relating to foreign investment regime. At the same time, various State and Party policies give various characteristics to FICLBS and make them different from other foreign investment enterprises. As a form of modern company, FICLBS are greatly influenced by both civil law and common law as a result of the policy of joining the world economy. This thesis focuses on the common law influences. The influences of common law on FICLBS are manifest in various respects. On the other hand, various Chinese characteristics are intentionally remained. These Chinese characteristics can be found in many important phases and aspects of FICLBS such as corporate capacity, corporate governance, shares and dividends. The contradicting characteristics of FICLBS are a product of the contradicting State and Party policies underlying them. On one hand, China adopts the opening-up policy and has been making constant efforts to join the world economy. On the other hand, China has always been trying to maintain the so-called Chinese characteristics despite the fact that there is no generally accepted definition of Chinese characteristics. Although China has always been committed to keeping its policies consistent, the unstable nature of the policy basis of FICLBS will inevitably affect the future of FICLBS. However, since the opening-up policy of China will not possibly be reversed in the future, FICLBS will remain available for foreign investors no matter how the specific policies are changed.

China permits foreign investors to establish foreign investment companies limited by shares (FICLBS) together with Chinese domestic investors after 1995. FICLBS are a new form of foreign investment in addition to Sino-foreign Equity Joint Ventures, Sino-foreign Contractual Joint Ventures and Wholly Foreign Owned Enterprises. In the meantime, FICLBS have close relations with and are strictly governed by PRC Company Law. The double nature of FICLBS accounts for many characteristics of FICLBS. As a form of foreign investment, FICLBS are based on the foreign investment regime. FICLBS are governed by the legal provisions relating to foreign investment regime. At the same time, various State and Party policies give various characteristics to FICLBS and make them different from other foreign investment enterprises. As a form of modern company, FICLBS are greatly influenced by both civil law and common law as a result of the policy of joining the world economy. This thesis focuses on the common law influences. The influences of common law on FICLBS are manifest in various respects. On the other hand, various Chinese characteristics are intentionally remained. These Chinese characteristics can be found in many important phases and aspects of FICLBS such as corporate capacity, corporate governance, shares and dividends. The contradicting characteristics of FICLBS are a product of the contradicting State and Party policies underlying them. On one hand, China adopts the opening-up policy and has been making constant efforts to join the world economy. On the other hand, China has always been trying to maintain the so-called Chinese characteristics despite the fact that there is no generally accepted definition of Chinese characteristics. Although China has always been committed to keeping its policies consistent, the unstable nature of the policy basis of FICLBS will inevitably affect the future of FICLBS. However, since the opening-up policy of China will not possibly be reversed in the future, FICLBS will remain available for foreign investors no matter how the specific policies are changed. / Law, Peter A. Allard School of / Graduate

published_or_final_version / Law / Master / Master of Philosophy

自20世纪90年代起，金融及法律界学者逐渐提出到境外发达资本市场上市可以发挥其 “捆绑“作用：企业可以通过跨越本国薄弱的法律机制，受制于发达国家的法律以及监管，实现公司治理的提高。“捆绑理论起源于美国, 但随后也被运用于全球市场的其他角落。 问题关键在于本国市场与境外市场之间是否存在一个"质量差距", 因为只有在“质量差距“存在的情况下，“捆绑“的作用才有可能产生。 / 源于“香港“英文拼写中的第一个字母H，到香港上市的中国企业被统称为H-股公司。自“青岛啤酒“于1993成功于香港上市，至今香港联交所已有169 间H-股公司。其中，2002至2006 是到港上市的高峰期. 此期间，中国资本市场混乱，难以发挥为企业融资的作用。鉴于此，中国政府鼓励国内企业到香港上市，寄予通过香港更好的治理机制，实现对本土企业治理实践的提高。 / 当前，人们普遍认为香港上市可以顺利提高中国企业的治理实践。如若事实如此，我们有理由相信中国本土市场与香港市场之间存在明显的“质量差距“。也就是说香港市场的治理体系优于国内市场。此文以中小股东保护为出发点，于以下几个方面探讨两地之间是否存在“质量差距“：信息披露，独立董事，金融中介机构的“看门人“作用，证券法的公力救济，以及公司法，证券法的私力救济。 / In the 1990s, finance and legal scholars gradually proffered the view that cross-listing in a developed market functions as a "bonding" mechanism: a firm may improve governance practices in spite of the home country's weak legal institutions by subjecting itself to the legal and regulatory regime of the developed market. Initially developed in the context of overseas companies listed in the US, this bonding effect has been applied to other places of the global market as well. Critical to this scenario is the existence of a "quality gap" between the home and the foreign markets, which must exist for generating the bonding effect. / Chinese companies listed in Hong Kong are known as H-share companies for the first letter of the listing locality. Since the birth of the first H-share company, Tsingtao Beer, in 1993, a total of 168 H-share companies have floated on the Stock Exchange of Hong Kong. A majority of these companies were listed between 2002 and 2006. Around this period, the two domestic exchanges were highly volatile and failed to provide an efficient fund-raising device for Chinese companies. Against this backdrop, the Chinese government adopted the strategy of encouraging domestic companies list in Hong Kong, which is perceived to be a better governance regime, thereby bonding the governance practices of Chinese companies to a superior standard. / It is current conventional wisdom that the governance practices of Chinese companies can be enhanced indeed through pursuing a listing on the SEHK. If conventional wisdom so holds, we should believe there is a quality gap between these two markets. In other words, the governance regime of the Hong Kong market must be superior to that of China. Focusing on the level of protection for minority shareholders, this study questions the conventional wisdom in five areas: information disclosure, board independence, the gatekeeping role played by financial intermediaries, public enforcement of securities law, and private enforcement of corporate and securities law. / Detailed summary in vernacular field only. / Detailed summary in vernacular field only. / Detailed summary in vernacular field only. / Meng, Fanpeng. / Thesis (Ph.D.)--Chinese University of Hong Kong, 2012. / Includes bibliographical references (leaves 300-331). / Electronic reproduction. Hong Kong : Chinese University of Hong Kong, [2012] System requirements: Adobe Acrobat Reader. Available via World Wide Web. / Abstract also in Chinese. / INTRODUCTION --- p.1 / INFORMATION DISCLOSURE --- p.3 / INDEPENDENT DIRECTOR --- p.4 / GATEKEEPER --- p.4 / PUBLIC ENFORCEMENT --- p.5 / PRIVATE ENFORCEMENT --- p.5 / OVERALL BONDING EFFECT --- p.6 / Chapter CHAPTER I --- OVERVIEW --- p.7 / INTRODUCTION --- p.7 / Chapter 1.1 --- THE SOE REFORM --- p.7 / Chapter 1.1.1 --- Pre-1949 Era --- p.8 / Chapter 1.1.2 --- Leninist Model of State-Syndicate --- p.10 / Chapter 1.1.3 --- Power Delegating and Profit Sharing (PDPS) --- p.11 / Chapter 1.1.4 --- Corporatization --- p.12 / Chapter 1.2 --- THE ESTABLISHMENT OF THE CHINESE STOCK MARKET --- p.14 / Chapter 1.3 --- THE VOLATILITY OF THE CHINESE STOCK MARKET --- p.16 / Chapter 1.4 --- HONG KONG: A CAPITAL MARKET WITH CHINESE CHARACTERISTICS --- p.21 / Chapter 1.5 --- THE ROAD TO THE HONG KONG BOURSE --- p.26 / Chapter 1.6 --- AN ECONOMIC ANALYSIS OF CROSS-LISTING --- p.34 / Chapter 1.7 --- CONCEPTUAL FRAMEWORK --- p.39 / Chapter CHAPTER II --- LITERATURE REVIEW --- p.45 / INTRODUCTION --- p.45 / Chapter 2.1 --- CONCEPT OF CORPORATE GOVERNANCE --- p.47 / Chapter 2.2 --- AGENCY COST --- p.51 / Chapter 2.3 --- CONVERGENCE --- p.55 / Chapter 2.4 --- THE BONDING HYPOTHESIS --- p.59 / Chapter 2.5 --- CHALLENGING THE BONDING HYPOTHESIS --- p.65 / Chapter 2.6 --- CROSS-LISTING IN THE H-SHARE CONTEXT --- p.68 / Chapter CHAPTER III --- INFORMATION DISCLOSURE --- p.72 / INTRODUCTION --- p.72 / Chapter 3.1 --- GENERAL DIFFERENCES OF THE TWO DISCLOSURE REGIMES --- p.74 / Chapter 3.1.1 --- Rulemaking --- p.74 / Chapter 3.1.1(A) --- China --- p.75 / Chapter 3.1.1(B) --- Hong Kong --- p.75 / Chapter 3.1.2 --- Disclosure Medium --- p.76 / Chapter 3.1.2(A) --- China --- p.76 / Chapter 3.1.2(B) --- Hong Kong --- p.77 / Chapter 3.1.3 --- Disclosure Language --- p.78 / Chapter 3.1.3(A) --- China --- p.78 / Chapter 3.1.3(B) --- Hong Kong --- p.79 / Chapter 3.2 --- PROSPECTUS --- p.79 / Chapter 3.2.1 --- Financial Report --- p.80 / Chapter 3.2.1(A) --- China --- p.80 / Chapter 3.2.1(B) --- Hong Kong --- p.81 / Chapter 3.2.2 --- Business Activities, Products, and/or Services --- p.81 / Chapter 3.2.2(A) --- China --- p.82 / Chapter 3.2.2(B) --- Hong Kong --- p.83 / Chapter 3.2.3 --- Shareholding Structure --- p.83 / Chapter 3.2.3(A) --- China --- p.84 / Chapter 3.2.3(B) --- Hong Kong --- p.85 / Chapter 3.2.4 --- Development Plan --- p.85 / Chapter 3.2.4(A) --- China --- p.85 / Chapter 3.2.4(B) --- Hong Kong --- p.86 / Chapter 3.3 --- PERIODIC REPORTING --- p.86 / Chapter 3.3.1 --- Accounting Standards --- p.87 / Chapter 3.3.1(A) --- Accounting Harmonization --- p.87 / Chapter 3.3.1(B) --- China --- p.88 / Chapter 3.3.1(C) --- Hong Kong --- p.89 / Chapter 3.3.1(D) --- Harmonization Between China and Hong Kong --- p.90 / Chapter 3.3.2 --- Mandatory Quarterly Reporting (MQR) --- p.91 / Chapter 3.3.2(A) --- China --- p.91 / Chapter 3.3.2(B) --- Hong Kong --- p.92 / Chapter 3.4 --- AD HOC DISCLOSURE --- p.94 / Chapter 3.4.1 --- PSI --- p.94 / Chapter 3.4.1(A) --- China --- p.95 / Chapter 3.4.1(B) --- Hong Kong --- p.96 / Chapter 3.4.2 --- Disclosure of Connected Transactions --- p.97 / Chapter 3.4.2(A) --- China --- p.98 / Chapter 3.4.2(B) --- Hong Kong --- p.102 / Chapter 3.4.3 --- Disclosure of Notifiable Transactions --- p.106 / Chapter 3.4.3(A) --- China --- p.106 / Chapter 3.4.3(B) --- Hong Kong --- p.108 / CONCLUSION --- p.111 / Chapter CHAPTER IV --- INDEPENDENT DIRECTOR --- p.113 / INTRODUCTION --- p.113 / Chapter 4.1 --- AGENCY COST, BOARD INDEPENDENCE, AND CORPORATE PERFORMANCE --- p.116 / Chapter 4.2 --- INDEPENDENT DIRECTORS IN CHINA --- p.119 / Chapter 4.2.1 --- Regulatory Rules --- p.119 / Chapter 4.2.1(A) --- Guidelines for the Articles of Association of Listed Companies --- p.120 / Chapter 4.2.1(B) --- Guiding Opinions on the Establishment of Independent Director System for Listed Companies --- p.121 / Chapter 4.2.1(C) --- Principles of Corporate Governance for Listed Companies --- p.123 / Chapter 4.2.2 --- Implementation of the Institution of Independent Director --- p.125 / Chapter 4.2.3 --- Empirical Results --- p.126 / Chapter 4.2.4 --- A Wrong Prescription for the Governance Disease --- p.127 / Chapter 4.3 --- INDEPENDENT DIRECTORS IN HONG KONG --- p.132 / Chapter 4.3.1 --- Regulatory Rules --- p.132 / Chapter 4.3.1(A) --- Listing Rules --- p.133 / Chapter 4.3.1(B) --- Code on Corporate Governance Practices --- p.134 / Chapter 4.3.2 --- The Same Wrong Prescription --- p.136 / Chapter 4.4 --- INDEPENDENT DIRECTORS OF H-SHARE COMPANIES --- p.140 / Chapter 4.4.1 --- Regulatory Rules --- p.141 / Chapter 4.4.2 --- Comparison of the Minimum Mandatory Requirements --- p.142 / Chapter 4.4.3 --- Sample Study --- p.143 / Chapter 4.4.3(A) --- Employment of INEDs --- p.143 / Chapter 4.4.3(B) --- Specialized Committee --- p.144 / Chapter 4.4.3(C) --- Occupational Background of INEDs --- p.145 / CONCLUSION --- p.146 / Chapter CHAPTER V --- GATEKEEPER --- p.148 / INTRODUCTION --- p.148 / Chapter 5.1 --- SPONSOR --- p.151 / Chapter 5.1.1 --- China --- p.152 / Chapter 5.1.2 --- Hong Kong --- p.157 / Chapter 5.2 --- AUDITOR --- p.163 / Chapter 5.2.1 --- China --- p.163 / Chapter 5.2.2 --- Hong Kong --- p.168 / Chapter 5.3 --- CORPORATE ATTORNEY --- p.173 / Chapter 5.3.1 --- China --- p.173 / Chapter 5.3.2 --- Hong Kong --- p.177 / Chapter 5.4 --- CRA --- p.182 / Chapter 5.4.1 --- China --- p.183 / Chapter 5.4.2 --- Hong Kong --- p.189 / CONCLUSION --- p.192 / Chapter CHAPTER VI --- PUBLIC ENFORCEMENT --- p.196 / INTRODUCTION --- p.196 / Chapter 6.1 --- PUBLIC ENFORCEMENT IN CHINA --- p.199 / Chapter 6.1.1 --- CSRC --- p.199 / Chapter 6.1.1(A) --- The Primitive Stage --- p.200 / Chapter 6.1.1(B) --- The Medieval Stage --- p.201 / Chapter 6.1.1(C) --- The Modern Stage --- p.204 / Chapter 6.1.1(D) --- CSRC Sanctions --- p.204 / Chapter 6.1.2 --- Stock Exchange Self-Regulation --- p.207 / Chapter 6.2 --- PUBLIC ENFORCEMENT IN HONG KONG --- p.213 / Chapter 6.2.1 --- Hong Kong Government --- p.213 / Chapter 6.2.2 --- SFC --- p.214 / Chapter 6.2.3 --- MMT --- p.219 / Chapter 6.2.4 --- SEHK --- p.221 / Chapter 6.2.5 --- The CITIC Pacific Case --- p.223 / Chapter 6.2.6 --- Maintenance of the Non-statutory SEHK Listing Rules --- p.226 / Chapter 6.3 --- EFFECTS OF REPUTATIONAL SANCTIONS IN CHINA AND HONG KONG --- p.230 / Chapter 6.3.1 --- Do Listed Companies Care? --- p.230 / Chapter 6.3.2 --- Share Price Reaction --- p.232 / Chapter 6.3.2(A) --- Sample --- p.232 / Chapter 6.3.2(B) --- Measurement of Cumulative Abnormal Returns (CAR) --- p.233 / Chapter 6.3.2(C) --- Results --- p.234 / Chapter 6.3.3 --- Collateral Effects --- p.235 / Chapter 6.4 --- LIMITED EFFECTS OF REPUTATIONAL SANCTIONS ON H-SHARE COMPANIES --- p.237 / CONCLUSION --- p.240 / Chapter CHAPTER VII --- PRIVATE ENFORCEMENT --- p.242 / INTRODUCTION --- p.242 / Chapter 7.1 --- SECURITIES LAW --- p.245 / Chapter 7.1.1 --- China --- p.245 / Chapter 7.1.2 --- Hong Kong --- p.248 / Chapter 7.2 --- CORPORATE LAW --- p.253 / Chapter 7.2.1 --- The Common Law Rule in Foss v Harbottle --- p.253 / Chapter 7.2.2 --- The New Derivative Action in China --- p.255 / Chapter 7.2.2(A) --- Background --- p.255 / Chapter 7.2.2(B) --- Locus Standi --- p.257 / Chapter 7.2.2(C) --- Standing Requirement --- p.260 / Chapter 7.2.2(D) --- Personal Benefit --- p.261 / Chapter 7.2.2(E) --- Funding the Action --- p.262 / Chapter 7.2.3 --- The Statutory Derivative Action in Hong Kong --- p.265 / Chapter 7.2.3(A) --- Member --- p.266 / Chapter 7.2.3(B) --- Specified Corporation --- p.267 / Chapter 7.2.3(C) --- Misfeasance --- p.268 / Chapter 7.2.3(D) --- Preconditions for Leave --- p.269 / Chapter 7.2.4 --- Private Enforcement Under the MPAAOs --- p.274 / Chapter 7.2.4(A) --- Enforcement by Arbitration --- p.274 / Chapter 7.2.4(B) --- Arbitration Procedures --- p.278 / Chapter 7.2.4(C) --- Enforcement of Arbitral Awards --- p.281 / CONCLUSION --- p.286 / CONCLUSION --- p.288 / INFORMATION DISCLOSURE --- p.289 / INDEDPENDENT DIRECTOR --- p.291 / GATEKEEPER --- p.292 / PUBLIC ENFORCEMENT --- p.296 / PRIVATE ENFORCEMENT --- p.297 / OVERALL BONDING EFFECT --- p.299