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社会公众股股东表决制度是2004年中国证券市场上最热门的话题之一。人们普遍认为这是引入了国外的分类表决制度,是解决我国证券市场上公众股东权益受侵害的重要措施之一。本文首先简要考察了分类表决制度的一般性问题,包括其理论基础、构成要件等;其次回顾了公众股东表决制度出台经过及其社会背景,并将其性质界定为特殊的分类表决制度。本文认为公众股东表决制度的出台因应了股权分置结构下上市公司治理的需要,但统计分析表明其对完善证券市场和上市公司治理结构的作用还十分有限。
The public voting system of public shareholders is one of the hottest topics in China’s securities market in 2004. It is generally believed that this is the introduction of foreign classification voting system, which is one of the important measures to solve the infringement of public shareholders’ rights and interests in the securities market in our country. This article first briefly reviews the general issues of the classification voting system, including its theoretical basis and constitutional requirements. Secondly, it reviews the public shareholder voting system and its social background, and defines its nature as a special classification voting system. This paper argues that the introduction of the public shareholder voting system in response to the need of listed companies under the split share structure, but the statistical analysis shows that its role in improving the securities market and the governance structure of listed companies is still very limited.