The Path Of Perfecting Differential Voting Rights From The Perspective Of Science And Technology Board

In 2019,the China Securities Regulatory Commission issued relevant documents,and the Science and Technology Board officially began.As an independent board,the Science and Innovation Board came into view.The establishment of the Science and Innovation Board is not a simple increase of the "board",the core of which is the system innovation,one of which is to allow listed companies to choose the structure of differential voting rights governance companies.Differentiated voting rights,also called dual-class shares different rights for the same stock,is a concept corresponding to one share and one right which means that a company divides its shares into Class A shares and Class B shares,one voting right per share of class a shares,and several voting rights per share of Class B shares,b shares are several times the voting rights of a shares.All rights are the same except the voting rights are different.The essence of differentiated voting rights is that voting rights are separated from cash flow rights,enabling founders to gain super voting rights with a small amount of investment in order to control the company.Differentiated voting right can avoid short-term investment behavior of investors,encourage innovation and development of founders,improve corporate governance efficiency,and maintain the company’s long-term.However,in contrast,the non-proportional allocation of shareholders’ residual rights of claim and voting rights has the possibility that the controlling shareholders may infringe upon the rights and interests of common shareholders because of their private desires,which will aggravate the deteriorating agency costs and lead to an imbalance in the internal supervision mechanism of the company,to block the improvement mechanism of control right competition to corporate governance,differential voting right is a "Damocles".Therefore,the Science and Technology Innovation Board has set up a series of rules and measures for the differentiated voting right enterprises,it mainly includes: The necessary conditions for enterprises to be listed,the restriction to the special voting right shareholders,the protection measures to the ordinary voting right shareholders and the special corporate governance requirements.The purpose of this paper is to restrain the behavior of controlling shareholders and to improve the counterbalance ability of ordinary voting shareholders in a weak position,so as to balance the interests between shareholders of both sides,in order to maximize the company’s benefits.The regulation design of differential voting right in the "Shanghai Stock Exchange Science and Innovation Board listing rules" is remarkable and worthy of praise,but there are some things worth perfecting.This paper is divided into four chapters except for abstract and epilogue:The chapter one introduces the strategic positioning of Science and Innovation Board,as well as the introduction of the concept of differentiated voting rights,essential features,value advantages and governance risks and other basic conditions,science and Technology Innovation Board is the experimental field of institutional innovation,one of its innovations is the differentiated voting rights structure,in the future,the differentiated voting right may be applied to other sectors,which will pave the way for rethinking the current system of differentiated voting right in China.In the second part,through combing the design of the existing differential voting rights rules,the latest practice of the special voting rights governance structure of Youkede Company,and the cross-examination of the corporate governance of Youkede by the Science and Innovation Board,excavating the focus of the science and Technology Innovation Board on the differentiated voting right enterprises,and then grasping the focus of the overall promotion,in order to properly balance the super-voting shareholders in the hands of the stability of control and ordinary voting shareholders to protect the rights and interests of the balance between the governance structure.The third part analyzes the deficiency of the existing difference voting right rules and measures of science and Technology Innovation Board.From the listing to the operation to the exit of the differentiated voting companies,this paper dissects the current problems of the science and Technology Innovation Board,and compares the relevant rules of the differentiated voting rights of the major domestic and foreign exchanges,it draws the conclusion that the measures of differential voting right rules of science and Technology Innovation Board in Chinese mainland are mainly based on the rule design of the main board listing rules of Chinese Hong Kong Stock Exchange for enterprises with "different rights of the same share",but at the same time,they have their own differences,make the matting for the consummation proposal after the article.The fourth part focuses on the inadequacy of the current voting rights of the science and technology innovation board,and makes a perfect path response.It is also targeted to provide perfect opinions from the three aspects of enterprise listing,operation and exit.First,lower the threshold for enterprise listing,optimize the industry positioning,focus on the development track of enterprises before listing,and require the issuer company to have certain investment value to meet Certain substantive conditions may be that investment from a “qualified investor” is required as a standard;it is clear that the subject of super voting rights is a natural person.Second,allow special voting rights between the founders’ teams to maintain control of the company and promote the company’s long-term development;increase the company’s bankruptcy or delisting as a major event,so that ordinary voting shareholders and super voting shareholders have equal voting rights,In order to protect their own legitimate rights and interests;set up an enterprise control committee to supervise shareholders with special voting rights,and promptly disclose abuses of voting rights or possible violations of investors ’rights and interests.Third,at the stage of withdrawal of differentiated voting rights,set time-based sunset clauses to urge super-voting shareholders to perform their duties and diligence...