我国证券市场还处于成长的初期,在其发展的短短十几年间,损害中小股东利益的事件不乏其例。本文结合中国的具体国情,以股东间代理关系和股权再融资为背景,分析控股股东侵占中小股东利益的现状及原因,具体分析了控股股东侵占中小股东利益的常用手段,从而总结出上市公司保护中小股东利益的诸多对策。 China’s securities market is still in the initial stage of growth. In its short span of more than 10 years of development, there are many cases that have damaged the interests of minority shareholders. Based on China’s specific national conditions, this paper analyzes the status quo and reasons of controlling shareholders ’misappropriation of the interests of minority shareholders under the background of the relationship between shareholders and refinancing of shares. It analyzes the common means of controlling shareholders’ encroaching on the interests of minority shareholders, and concludes that the protection of listed companies The Countermeasures of Small and Medium Shareholders’ Interests.