自由定价是上市公司控制权协议转让的内在要求。在股改前,协议转让是我国上市公司收购的主要形式。股改后出于国有资产保值增值的考虑,现行法强制要求协议转让比照集中竞价交易的价格成交,从形式和实质上排除了控制权协议转让的可能性,严重影响了我国公司控制权市场的发展和证券市场资源配置功能的发挥。可能的出路是,将协议转让与大宗交易衔接起来,并逐步引入证券商报价制度,允许当事人以符合市场规律、公平合理的方式自由定价。 Free pricing is the inherent requirement of the transfer of the control right agreement of a listed company. Before the share reform, the agreement transfer is the main form of the acquisition of listed companies in our country. Due to the consideration of the preservation and appreciation of state-owned assets after the share reform, the current law imposes the requirement that the transfer of the agreement should be based on the price transaction of the centralized bidding transaction, which ruled out the possibility of transfer of the agreement of control right in form and substance and seriously affected the development of the market of corporate control in our country. Stock Market Resources Allocation Function. The possible way out is to connect the transfer of the agreement with the block trade and gradually introduce the quotation system of the securities broker so as to allow the parties to freely price in a fair and reasonable manner in accordance with the laws of the market.