本研究共分七章，第一章為研究動機與目的。第二章介紹中國證券市場的發展與挑戰。第三章介紹股權分置改革。第四章則對股權分置改革的推展情形作一評估。第五章介紹中國大陸的公司治理。第六章則介紹股權分置對中國公司治理的影響。第七章為結論與建議。本研究在前面幾章專門探討股權分置改革，嘗試結合理論與實際，把股改的主要規範法律與實際推行現狀作一綜述。我們也從股改流程中看到了一般股東的有效參與對整體股改的推展有極大的影響。若要使股權分置改革達到公正、公開，如何確保小股東的權益絕對是一大決定因素。因此，本文試圖在研究中納入公司治理要素探討中國官方如何藉由立法來約束大股東行為並確保小股東在改革的過程中權利不至受到侵害。更進一步，股權分置改革的最終目的是保障小股東的利益。股改完成後的全流通的市場只是初步的建構了一個公平的市場交易基礎，如何在股改的基礎上進一步的保障股東權益才是股改的最終目的。故本文也在第六章嘗試以股權分置的角度來探討中國公司治理發展，希望可以藉此瞭解中國在未來如何能在股權分置改革的基礎上更進一步加強公司治理的表現。 After China starting its economic reform in1980’s, the performance ofstock market had always been a pale comparison with the growth of othereconomic sectors. If we trace the root cause behind this situation, the problem of equity division is definitely the main reason to blame. Under equity divisioncircumstance, stock market failed to exert the function of evaluation and value exchange, whichresulted in an opportunistic market. This opportunistic markethad become a hurdle to the development of corporate governance in China. Inaddition, the poor practice of corporate governance also deepened the seriousness of equity division problem reversely. In order to tackle this adversity, China undertook the equity division reform to unregulate the flow of formerly untradeable stock, trying to eliminate the unfair market mechanism and create a friendly environment for the practice of corporate governance.This thesis is divided into seven chapters. Chapter one is the Research Motivation and Objective. Chapter two is the introduction of security market in China. Chapter three introduces the content of equity division reform. Chapter four is the evaluation of the practice of equity division reform. Chapter five introduces the development of corporate governance in China. Chapter six deals with the influences of equity division reform over the practice of corporate governance in China. Chapter seven is Conclusions and Suggestions.In the first few chapters, we introduce the main laws related to equity division problem and the real application of equity division reform in order to combine the theories and the real situation. In fact, from the observation of the process of equity division reform, we can find that the effective participation of general stockholders can serve as a great positive influence on the equity division reform. Therefore this thesis also involves the factor of corporate governance into the issue of equity division reform, trying to realize how China government ensured the process of equity division reform by making and applying corporate governance-related laws to protect general stockholders. Furthermore, the terminal goal of equity division reform is to protect the general stockholder’s interests. The equity division reform can only construct a fair platform for stock trading, what really matters is the sequential reforms to protect the interests of general stockholders. Therefore, we try to approach the issue of coporate governance from the perspective of equity division reform in Chapter six and hope to derive some useful advices form the equity reform’s result for the future development of coporate governance in China.