Abstract:Starting with the comparison of three markets, namely A-share Market, B-share Market and H-share Market, and seeking common points while reserving differences, this paper discusses institutional defect hidden behind the common performance of corporate and shows how the institutional defect leads to Corporate Governance deformity by decompounding Corporate Governance. Then through Governance-lag Model, the paper analyzes the internal mechanism of low-performance and continuous decreasing in China Listed Companies, and answers why double-listing companies are worse than single-listing companies in performance.