The Difficulties And Suggestions For The Differential Voting System Of The Science And Technology Board In China

This article takes the legal issues related to the differential voting system of China’s science and technology innovation board as the research object,researches on the fierce competition in the international capital market,the transformation of China’s economic growth kinetic energy,and the improvement of China’s multi-level capital market system,and how to balance it under the premise of shareholder heterogeneity.The interests of the controlling shareholder and the small and medium shareholders are the basic path.The system analysis and function comparison are used to analyze the specific connotation and legal nature of the differentiated voting system,and to demonstrate the theoretical basis of the differentiated voting system and explore the localization of the differentiated voting system.Influencing factors and China’s local needs,practical inspection of the rule operation logic of the differential voting system,comparison of the multi-level capital market structure differences between China and the United States,analysis of China’s capital market system structure and operating rule defects,on the basis of this,a comprehensive plan is proposed with a view to Balance the level of the game between controlling shareholders and investors,maximize the value of the system while localizing the differentiated voting system,and meet the needs of China’s staged market development.The differentiated voting system breaks the traditional compulsory requirement of “one share,one right”,and launches an attack on the theoretical basis of the latter in all directions.It is considered that shareholder homogeneity,as the assumption of “one share,one right”,has no room for survival.Failure to meet the diversified needs of market financing and investment,if it persists,it will inevitably lead to an increase in financing costs and have a negative impact on corporate autonomy,so the differential voting system is widely accepted around the world.The first chapter of this paper first studies the connotation and shape of the differentiated voting system.It defines the differentiated voting system as the principle of allocating voting rights contrary to all one share and one right.The nature of the founder,the founder who expects to have control to realize the vision of entrepreneurial characteristics holds shares with higher voting rights,while public shareholders often hold shares with lower voting rights.The two parties determine the specific voting right distribution scheme through free games,which fully meets the investment requirements.Under the premise of diversified investor preferences and financing needs,the improvement of the company’s autonomy efficiency is sufficient to promote the equal change of shareholders from form to substance,and therefore the differentiated voting system is being accepted by more and more innovative technology companies.These are the solid theoretical foundations of a differentiated voting system.Second,the reason for the introduction of a system is that it has a certain institutional value.The positive value of a differentiated voting system is reflected in the specific actual needs of the system.The demand for a differentiated voting system in China is mainly reflected in two levels.First,the need for deepening economic reform at the macro level and the improvement of international competitiveness of the capital market,and second,the need to break the differentiated voting system for the financing difficulties of domestic innovative enterprises;on the other hand,the differentiated voting system also has negative value,and negative value refers to The inherent risks,that is,the serious departure of voting rights and revenue rights,exacerbates the problem of agency costs,and the cost of controlling shareholders infringing on the interests of small and medium shareholders is further reduced,which may eventually cause the internal and external monitoring mechanisms of the enterprise to fail at the same time,so how to balance the positiveness of the differential voting system Negative value,prevent and control the inherent risks of the differential voting system,improve the overall governance system of the science and technology board in conjunction with China ’s local environment,regulate the abuse of control by controlling shareholders,protect the interests of small and medium shareholders,and help improve the international competitiveness of China ’s capital market.New thinking To.With the intensification of competition in the international capital market,the acceptance of differentiated voting systems is becoming higher and higher and presents a trend of convergence.The degree of perfection of capital market systems in various countries and their acceptance of differentiated equity arrangements are their bargaining chips for excellent listing resources.The second chapter of this article mainly compares China’s science and technology board with its main benchmarking targets through a horizontal function comparison.Compared with the competitor,NASDAQ,we found that NASDAQ has become the cradle of outstanding global innovative companies.The risk allocation mechanism of the listed indicators is a useful experience in the evolution of the localization of the US capital market,which is worthy of reference for our capital market.In addition,through a comparative study of the different voting regulatory attitudes of the foreign capital market,it is concluded that under the regulatory theory of matching,the science and technology board should build an internal multi-level risk market and supporting strong supervision that is suitable for investors with a weak gaming ability Model to protect the interests of small and medium investors in the science and technology innovation board.The introduction of a system is particularly critical to maximize the value of the system in combination with local factors.The third chapter of this article first clarifies the specific localization factors that affect the value of the differential voting system,and the actual local conditions of the relevant factors.Second,it analyzes the specific rules of the differential voting system for China’s science and technology board based on the system operation logic.Research from the two aspects of supervision and governance to clarify the main restrictions on the differential voting system of China’s science and technology innovation board.The restrictions mainly include: company access restrictions,shareholder qualifications and restrictions on special voting rights,exercise of special voting rights,transfer,and corresponding regulatory disclosures.In the end,through detailed case analysis of the first share of “Innovative” of the differential voting arrangement of the science and technology board,it was clear that the company that adopted the differential voting right arrangement needed legal protection,reasonableness,stability,and protection measures for the interests of small and medium shareholders.Satisfied indicators and restrictions,summed up the localization rules of the practice and operation of China ’s differentiated voting system,and continuously feedback experience to provide materials for the improvement and operation of the science and technology board ’s differentiated voting system rules.In order to further improve the international competitiveness of the domestic capital market while solving the financing dilemma of small and medium-sized science and technology enterprises,and to provide power for deepening financial supply-side reforms,China has set up a science and technology board in a short time and innovated a differentiated voting system.Affirm its institutional value,but if the legislative system is not perfect,the operation and supervision are incomplete,and the judicial remedies are not unified,it will inevitably lead to serious violations of public shareholders’ interests and the value introduced by the system will be swallowed up.In this regard,this article proposes the following: First,improve the legislative system,adopt the method of linkage modification of the upper and lower laws,establish the basis of the higher law for the differentiated voting system,and further regulate the rights of shareholders with special voting rights in specific rules;second,While maintaining strong supervision in the early stage,measures were taken to improve investors’ own gaming capabilities to lay the foundation for the healthy development of the capital market in the later period.Finally,it is clear that the judicial attitude to the differentiated voting system and full respect is the prerequisite.On this basis,It is the purpose of the public shareholders to provide adequate remedy paths and enhance their litigation and gaming capabilities.