The rules regarding to the spin-off in our country，based on “tempering regulation with mercy” idea，fit current situation of capital market in China and need to be refined further. Having made deep research on the relating systems in the US and HK，China，we know the US focuses on the issues about information disclosure，distribution of spun-off share and relating transaction，while the HK independence and conflict of interest. In conclusion，we can refine the spin-off system in China by paying attention to the person who owes the duty to disclosure information，the requirements of independence，the distribution of spun-off share and the grant of ESOP.