四川师范大学博（硕）士学位论文
层面和监管层面两个角度对抑制和监管民营系族实控人的“隧道挖掘”行为提出
建议。希望为改善公司治理、保护中小股东利益提供参考。
关键词：民营系族 两权偏离 隧道挖掘 公司治理
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Abstract
Abstract
' Tunneling ' refers to the behavior of major shareholders and controllers
that, in order to maximize their own interests, encroach, transfer and disguise the assets
of listed companies in an illegal or unreasonable manner through complex and secret
related party transactions, thereby damaging the interests of listed companies and
minority shareholders. In recent years, more and more cases of expropriation and transfer
of assets of listed companies by private family enterprises have attracted more and more
attention. Investigate its reason, found that private family enterprises in the process of
continuous ' building a system ' to form a pyramid ownership structure, so that the control
right of the real controller is higher than the cash flow right it enjoys, that is, the deviation
of the two rights, the interests of the real controller and the interests of listed companies
deviate, so the real controller through the implementation of ' tunneling ' in the family to
obtain private benefits of control, and, the higher the deviation of the two rights, the more
motivated the real controller to ' tunneling ', to maximize personal interests. The
implementation of ' tunneling ' by the controller not only reduces the value of listed
companies, but also damages the interests of small and medium investors. Therefore, it
has become an urgent problem to identify and effectively supervise the ' tunneling '
behavior of the controllers of private clan enterprises.
This paper chooses the typical enterprise of private families — the Great Wall
Department as the research object. Based on the research results of existing scholars and
related theoretical basis, this paper first introduces the basic situation of the Great Wall
system and the status quo of the deviation of the two rights under the pyramidal ownership
structure, which constitutes the basis for the actual controller to implement ' tunneling '.
Secondly, this paper combs the influence path of the two rights deviation on the behavior
of ' tunneling ' from three aspects : inducement, process and result. Then, focusing on the
analysis of the implementation of the ' tunneling ' behavior of the Great Wall system
controller, this paper argues that the ' tunneling ' behavior of the Great Wall system
controller is mainly realized through equity pledge, illegal guarantee, related mergers and
acquisitions, performance commitments, capital occupation and profit distribution ; on
this basis, this paper argues that the defects of internal control, opaque information
disclosure and inadequate external supervision are the three important reasons for the
smooth implementation of ' tunneling ' by the controllers of the Great Wall system. Finally,
this paper summarizes the economic consequences of ' tunneling ' behavior to listed
companies and small investors.
On this basis, this paper draws the following conclusions : the deviation of the two
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四川师范大学博（硕）士学位论文
rights increases the motivation of the private enterprise executives to implement '
tunneling ', and the executives occupy and transfer the resources of listed companies to
obtain private benefits of control, which not only causes the decline of the value of listed
companies, but also damages the interests of minority shareholders. Therefore, this paper
puts forward some suggestions on the suppression and supervision of ' tunneling '
behavior of private family executives from the perspective of company and supervision.
Hope to provide reference for improving corporate governance and protecting the
interests of minority shareholders.
Keywords: private family
deviation of two powers
tunneling
corporate
governance
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