A股公司治理结构性困局与制度改革路径

Core Viewpoint - The core regulatory principle of "tracing the actual controllers of listed companies to natural persons or state-owned entities, with clear and stable equity" aims to ensure effective corporate governance and protect the rights of minority investors, but it has led to issues due to the predominance of natural persons as actual controllers [1] Existing Issues and Contradictions - There are institutional limitations in corporate governance structures, as the dominance of natural persons as actual controllers in A-share companies leads to a model where ownership and management are combined, restricting modern governance development and causing short-term strategic focus [2] - Natural person controllers face limitations in resources, strategy, governance, and integration, leading to challenges in industry upgrading and sustained growth as companies mature [2] - Private equity (PE) firms are unable to become actual controllers of listed companies, which suppresses effective participation of long-term capital and weakens the long-term growth potential of listed companies [3] - Most private equity funds cannot meet the requirements for actual controllers, leading to a focus on short-term trading in the secondary market, which exacerbates the disconnect between primary and secondary investment markets and diminishes governance levels [3][4] - Regulatory policies often fail to produce sustainable effects, trapping the A-share market in a cycle of limited growth, with IPO controls and merger policies failing to break through the actual controller principle [4] Systemic Reform Suggestions and Path Design - The first phase involves clarifying governance structure reform directions and initiating pilot programs for long-term capital and professional management teams to form evergreen funds, allowing them to participate in the management of listed companies [5] - The second phase encourages the separation of ownership and management, establishing a governance structure linked to long-term development, and allowing evergreen funds to qualify as actual controllers for IPOs [6] - The third phase focuses on comprehensive marketization and modernization of governance, promoting legal reforms to support mergers and acquisitions as a standard growth path for companies [8] Strengthening Long-term Capital Guidance Mechanisms - The goal is to enhance corporate quality and investor confidence, creating a virtuous cycle in the Chinese capital market, fostering competitive companies, and activating substantial financial risk capital [9]