摘  要:一般来说，中小股东权益受到的侵害主要来自以下四方面：一是大股东利用对上市公司的控股能力，掏空上市公司的资金、利润、资产、甚至信用；二是上市公司管理层披露虚假信息；三是中介机构过多的追求盈利而忽视其应有的社会职务，为上市公司粉饰、包装；四是机构投资者利用资金和信息优势操纵股价。

　　　本文主要探讨我国上市公司中小股东权益保护的问题，首先介绍了上市公司、中小股东以及股东权益的相关概念，接着介绍中小股东权益保护的重要意义，然后我再依据《公司法》的相关内容，简要的说明了《公司法》中保护中小股东权益的几个重要规定。而本文的重点主要是讲中小股东权益受到侵害具体来自的几个方面，首先是来自大股东对中小股东权益的侵害；其次是上市公司信息披露不及时或者蒙蔽中小股东，进而使中小股东遭受损失；最后是上市公司的分红政策在很多情况下也没考虑到中小股东的权益。针对上述问题我也提出了一些相应的具体措施，从不同的方面来保护中小股东的权益。最后是本人对整个论文的总结，以及对立法者和市场监管机构提出的一些建议。

关键词：上市公司  中小股东  权益保护

ABSTRACT:In general, violation of the rights and interests of minority shareholders are mainly from the following four aspects: one is that the big shareholders use of listed companies holding ability, emptied the funds of listed companies, profits, assets, and even credit; Second, the management of listed companies disclose false information; Three intermediary is too much to pursue profits and ignore its social position, to whitewash, packaging of listed companies; Four is institutional investors take advantage of capital and information manipulation of stock prices.

　　　This paper mainly discusses the problems in protection of the rights and interests of minority shareholders of listed companies in China, first of all, small and medium-sized shareholders of listed companies is introduced and the related concepts of shareholders' equity, and then introduces the significance of the protection of the rights and interests of minority shareholders, and then I according to the company law related content, brief illustrates the protection of rights and interests of minority shareholders in the company law of the several important rules. And the focus of this article is mainly about concrete from several aspects of the small and medium shareholders' rights and interests are violated, the first is from the big shareholders in violation of the rights and interests of small and medium shareholders; Followed by the listed company information disclosure is not timely or blinded by medium and small shareholders, which makes the small and medium-sized shareholders suffered losses; The last is the dividend policy of listed companies in many cases also didn't consider the rights and interests of minority shareholders. According to the above problem I also puts forward some corresponding specific measures, from different aspects to protect the rights and interests of minority shareholders. Last is the summary of himself to the whole thesis and puts forward some Suggestions for legislators and market regulators.

Key words: The listed company：Small and medium shareholders：Rights and interests protection