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2014年10月15日,证监会公布《关于改革完善并严格实施上市公司退市制度的若干意见》(以下简称《意见》),首次明确提出健全上市公司主动退市的制度。为了保护中小投资者的利益,《意见》规定上市公司实施主动退市时,“应当召开股东大会作出决议,并须经出席会议的股东所持表决权的2/3以上通过”;同时规定“并须经出席会议的中小股东所持表决权的2/3以上通过”。众所周知,A股市场“搭便车”中小股东参与公司治理的热情并不高,股东会上罕有其身影,网络投票亦不积极。一旦控股股东决心退市,面对强大的大股东,中小股东这个“弱势群体”的权
On October 15, 2014, the CSRC promulgated “Several Opinions on Reforming, Perfecting and Strictly Implementing the Delisting System of Listed Companies” (hereinafter referred to as the “Opinions”), for the first time explicitly proposed to improve the system of voluntary delisting of listed companies. In order to protect the interests of small and medium-sized investors, the “Opinions” stipulates that a listed company shall take the initiative to withdraw from the market when it convenes a general meeting of shareholders to make a resolution and must pass the “2/3 or more of the voting rights held by the shareholders present at the meeting.” Meanwhile, “And shall be approved by more than 2/3 of the voting rights held by the minority shareholders present at the meeting.” As we all know, the A-share market, “free riding” small and medium shareholders to participate in corporate governance enthusiasm is not high, the shareholders rarely seen its shadow, the Internet vote is not active. Once the controlling shareholder is determined to withdraw from the market, in the face of a strong major shareholder, the minority shareholders have the right to be “vulnerable”