【正文】 e ownership structure of listed panies and the internal and external governance mechanisms are unreasonable, the board of supervisors is subject to shareholder, legal protection of minority shareholders is still weak, the supervisory of external audit did not play a good role, large shareholders assuming a frequent occupation of the interests of the listed panies through related party transactions is widespread. Number of factors bined makes us transfer our focus from the conflict of interests between shareholders and managers to the conflict of interest between shareholders. In 2006, for our panies, particularly the listed panies are an important year. The pany’s external environment has undergone significant changes:firstly, the promulgation of the new accounting standards。實(shí)證方面,本文選取了我國上市公司2005年2008年間的6093個(gè)有效樣本,從大股東占款角度,對公司治理因素與大股東“掏空”行為的關(guān)系進(jìn)行了實(shí)證檢驗(yàn)。理論方面,從內(nèi)部治理機(jī)制的兩個(gè)方面——股權(quán)結(jié)構(gòu)、董事會(huì)治理的設(shè)計(jì)進(jìn)行深入的規(guī)范分析。 secondly, the split share structure reform is basically pleted. Select samples of this period can help us to find out the recent shareholder “tunneling” change of behavior and the influence factors of tunneling, and also can provide an empirical basis to evaluate the effects of these policies and paper attempts to use the agency theory, asymmetric information theory, and the power balance with shareholder structure theory, from the perspective of corporate governance, to analysis the “tunneling” behavior of major shareholders of listed panies in , from two aspects of internal governance mechanisms:ownership str