Hello!
As an ordinary investor, I give you and China Securities Regulatory Commission great praise! Even yelling? Great! China Securities Regulatory Commission. Great! China Securities Regulatory Commission!
Commending the CSRC has finally been proposed after two years? Protect the interests of listed companies? The concept of. How difficult it is! This shows that China Securities Regulatory Commission is no longer confused by the superficial phenomenon of China's market economy, but pays attention to the essential construction of the market economy. Proceeding from the essence of market economy, we should establish and improve China market mechanism to promote the economic development of China.
We need to know who the assets of listed companies belong to. Belongs to all shareholders.
? Protect the interests of listed companies? The core idea is to protect all the rights and interests of the smallest investor, not to mention the rights and interests of China SASAC, the largest investor representative in China market, which represents the interests of the broad masses of people in China.
? Protect the interests of listed companies? The core technology of Ningbo Meimei 1 10 was composed of three parts in the full circulation bill in early 2005:
Part I: Asset protection of listed companies;
The second part: the incentive mechanism of listed company operators;
Part III: Let listed companies give full play to the financing function of the capital market.
Part I: Asset protection of listed companies.
? Asset protection of listed companies? , there are several aspects:
1. Assumption of China Securities Regulatory Commission to set up assets audit of listed companies;
2. Monitor and check the capital exchange and possession between the major shareholders of the listed company and the listed company;
3. Standardize the information release of listed companies and crack down on stock prices;
4. Establish fixed assets investment funds of listed companies.
Briefly as follows:
1. Assumption of establishing an asset audit office of listed companies.
It is the best thing to set up an asset audit office of listed companies (probably because the brand in Li Jinhua is too loud).
If not, set up an asset audit office of listed companies in the CSRC. The audit was entrusted to the National Audit Office. The CSRC only needs an audit report.
Principle:
1) It is mandatory to audit the assets of listed companies.
Only compulsory audit can ensure the reliability of audit quality. Therefore, the audit work is not entrusted by the listed company, but completed by the national audit institution authorized by the CSRC.
2) Audit quality shall be inspected by the National Audit Office.
On the honor of the country.
3) Audit institutions have no direct economic relationship with listed companies;
Listed companies pay audit fees to the CSRC, and the CSRC will transfer the audit fees to the National Audit Office.
Only when there is no direct economic relationship between audit institutions and listed companies can audit quality be guaranteed.
4) The assets audit office of listed companies only needs to submit the list of enterprises that need to be audited to the National Audit Office.
5) The reason why the audit was completed by the National Audit Office.
I also know that the National Audit Office is an audit of government departments. But I understand: the interests of the people are above everything else.
Therefore, the Audit Commission has the responsibility to use its professional knowledge to protect people's interests.
Audit the assets of listed companies.
I mentioned in Chapter 3 "Separation of Equity Trading and Financing" and Chapter 1, Section 4 "Issuance and Listing of Enterprises":
In order to obtain financing and credit certificate, an enterprise has to sell some shares or sell them to new investors with new shares, thus making its enterprise a public enterprise and its assets a part of public assets.
Therefore, the assets of an enterprise must be supervised by the CSRC before issuance or after listing;
Therefore, the assets of enterprises, whether before issuance or after listing, must be subject to compulsory audit by audit institutions authorized by the CSRC.
In other words, mandatory auditing of listed companies' assets is a powerful guarantee to protect listed companies' assets. The assets of listed companies have been protected. What about the owners of the assets of listed companies? Investors. The interests of shareholders are also protected. This is the responsibility of the CSRC.
In other words, auditing the assets of listed companies is a means to protect the legitimate rights and interests of investors.
2. Monitor and check the capital exchange and possession between the major shareholders of the listed company and the listed company;
How to protect the interests of investors if the assets of listed companies are not protected?
If the share-trading reform does not involve the verification of the real assets of listed companies, then the assets of listed companies will not be protected;
If the share-trading reform does not involve the monitoring of the behavior of major shareholder operators and listed company operators, and it is not conditional to increase holdings and arbitrage under the supervision of the CSRC, how can the interests of investors be protected?
Then, the slogan of protecting the interests of investors is just a fig leaf in the mouth of management.
Auditing the assets of listed companies is the only way to protect the assets of listed companies. If the assets of listed companies are not audited before they are fully circulated, the road to market economy reform in China will pay a huge price.
Mandatory audit? Investors don't know how much cat shit there are in listed companies.
Is it necessary to wait until the listed company is seriously ill and dying by the major shareholders and managers of the listed company before it will be exposed to the world?
Therefore, the mandatory asset audit of listed companies is a heavy task in the reform of non-tradable shares. It is also the burden of the work of the CSRC.
3. Standardize the information release of listed companies and crack down on stock prices;
Behavior audit of managers in listed companies
Insider trading, stock price manipulation, false disclosure of information, and operators holding shares of listed companies.
, the operator on-the-job audit, outgoing audit system.
4. Establish fixed assets investment funds of listed companies.
The second part: the incentive mechanism of listed company operators;
? Incentive mechanism for managers of listed companies? Ningbo Meimei110 suggested in May 2005 that? Put the dividend right in the equity? As an incentive mechanism for managers of listed companies.
? "Dividend right" in equity? Incentive mechanism as a manager of listed companies: the core idea is that I am right? A case in which a listed company repurchases public shares? Thinking,
Briefly as follows:
The repurchase of social public shares by listed companies plays the role of investors, just like the purchase of shares of other listed companies by listed companies, with the purpose of value-added and arbitrage.
Share repurchase is a long-term holding, but it is not a termination of listing transactions. Can there be a basis? Buy back bills? And then what? Anti-arbitrage act? Execute.
The ownership of the repurchased shares belongs to all shareholders of the listed company.
As an incentive plan for managers of listed companies, the share repurchase dividend right can better mobilize the enthusiasm of managers of listed companies. It preserves the assets of listed companies and is conducive to the sustainable development plan of listed companies, but it is only effective if two-thirds of all shareholders agree.
Discussion on Share Repurchase and Equity Incentive Plan
I. Ownership and management rights of assets of listed companies
1), the asset ownership of the listed company belongs to all shareholders "investors" who hold the shares of the listed company;
2) The major shareholder of a listed company is only the largest shareholder holding the shares of the listed company and is one of the shareholders;
3) The right to operate the assets of a listed company belongs to the operators of the listed company. He only has the right to use the assets of listed companies reasonably and has the responsibility to increase and create value, but he has no right to divide up the assets of listed companies. Just as the manager of a listed company is the steward of assets and the shareholder is the owner of assets, how can the steward divide the owner's property privately? Does the housekeeper still want to be the master after sharing the master's property?
According to the above understanding angle:
1), the remaining cash flow of listed companies belongs to the assets of listed companies and belongs to the interests of all shareholders.
2) The rights and interests of a listed company to use its remaining cash flow to purchase shares of other listed companies or repurchase shares of the company belong to all shareholders.
3) If the operator of a listed company rewards himself by repurchasing shares with the remaining cash flow, it belongs to the operator's encroachment on the legitimate rights and interests of shareholders of the listed company, which is the beginning of the event of dividing up the assets of the listed company.
The second is to stimulate the enthusiasm of managers and employees of listed companies and protect the rights and interests of shareholders of listed companies.
1), the ownership of some shares repurchased by the managers of listed companies with the company's residual cash flow belongs to all shareholders, that is, the rights to sell shares belong to all shareholders, but the dividend right in shares can be left to managers as a reward employee plan.
2) Managers of listed companies share the company's operating results according to the company's dividends, so that managers are more concerned about the company's operation and development.
3) If the operator wants to reward the operators and employees with the dividend right to buy back the shares, it must obtain the consent of two-thirds of all shareholders [shareholders who have not voted are deemed to disagree].
The effectiveness of the dividend right in share repurchase shall be handled in the following ways:
1), according to the comparison of positions, that is, the dividend right of positions belongs to the company;
2) According to the technical value of the reward, the right to return the bonus to the company is the principle;
3) If I am rewarded according to the degree of contribution, I will enjoy it while I am alive, and the right to share dividends after my death will belong to the company.
There is no doubt that the ownership of repurchased shares is separated from the dividend right, and the advantage of using the dividend right as an incentive plan for operators is beyond doubt.
Part III: Let listed companies give full play to the financing function of the capital market.
Want it? Give play to the financing function of listed companies in the capital market? What to build first? Separation mechanism of equity transaction and financing? .
Establish? Separation mechanism of equity transaction and financing? The core idea is to make financing a business opportunity for investors.
What is the best financing method for listed companies? Is to issue corporate bonds. Issue short-,medium-and long-term transferable corporate bonds. Name it? Bookkeeping corporate bonds? . From book-entry treasury bonds.
This is my positive suggestion: vigorously develop the book-entry bond market of listed companies. This is a healthy financing road for listed companies. What role does the book-entry bond market of listed companies play? Kill four birds with one stone? . Click for details: