【作者】 吴国富；

【导师】 许苏明；

【作者基本信息】 东南大学 ， 马克思主义理论与思想政治教育， 2004， 硕士

【摘要】 国有股减持与全流通是一个复杂的系统工程, 关系到国家、公司和投资者的利益, 如何解决这个问题,不仅是方法问题,归根到底是一个解放思想、更新观念的问题,是人们对我国社会主义市场经济的认识问题,因此,在短期内很难会有一致的共识。我们发现实现国有股减持与全流通这一战略目标不但缺乏严格的法律依据,而且还与我国现行法律有诸多冲突之处。由于我国在实行股份制改造初期,受当时特定的历史条件制约,创立了有“中国特色”的股权分置制:即按所有者的性质把公司股份划分为国家股、法人股和个人股。我们认为这种股权分置制的制度安排是所有问题的症结所在。为此,人们千方百计地寻求非流通股的流通方法,尝试了各种各样的具体的流通形式。然而,均以惨痛的失败而告终。我们认为这其中涉及到如何实现国有股和法人股减持与全流通的原则问题和技术问题。因此,我们还研究了实现国有股和法人股减持与全流通的原则以及实现国有股和法人股减持与全流通的典型方案,特别是在研究了很多专家推荐的折让配售方案之后提出了优化该方案的意见。总之,在本质上说,实现国有股和法人股减持与全流通是股份制经济的内在要求,不但发达市场经济国家在它们的经济实践中不断适应这一内在要求,不断适时地减持国有股;而且对于我们这样一个后发的、走社会主义市场经济道路的国家来说,更是有着不言而喻的意义。更多还原

【Abstract】 It is quite a complicated system project for how to sell off government shares in enterprises and make them to be circulated and transferred in Chinese Security Market well and smoothly; which is relevant to the state interest ,the company interest and the investors’ interest ,therefore which not only the question about the pure technical measures but also the question about people’s cognition of the socialist market economy, so people relevant to this question can not reach an agreement about it. We have found that at present it is not only lack of the laws to support to sell off government shares in enterprises and make them to be circulated and transferred in Chinese Security Market but also this strategic reform discords with our actual laws in many fields.Because the Chinese reform of state-owned enterprises were conditioned by some special history factors at the time when we at first introduced the joint-stock system to reform to convert Chinese state-owned enterprises into standard companies in compliance with the requirements of the modern enterprise system and improve their corporate governance, and people at that time created a particular stock system with Chinese characteristics, which they thought can keep Chinese stock security market and state-owned enterprises socialistic by setting up a stock security system with the state-owned stock, the corporate governance stock and public stock. We think the problems of Chinese stock market can be ascribed to Chinese particular stock system, especially the problems of both making government shares in enterprises to be circulated and transferred in Chinese Security Market and selling off government shares in enterprises. Regrettably all the efforts to resolve this problem are lost greatly. To avoid such tragic accidents appearing again, we have also studied the operation principle of circulation and selling off of government shares in enterprises, studied the technologic methods to resolve the problem. After all it is naturally required to sell and buy stocks freely by stock market system, so developed countries take timing policy to regulate their amounts of state-owned stocks and especially meaningful for us obviously.更多还原