Research On Legal Issues Of Dual Class Share System Of Science And Technology Innovation Board

With the rapid economic development today,China has already entered the new economic era with the new knowledge economy as the main trend.Innovation-driven development has become the new power source for the national economic and social development and enterprise development.In order to further implement the innovation-driven development strategic goal,the country focuses on improving the development quality of innovative technology industry.Enhance the service level of the capital market by improving the innovation ability of core technology in key fields.The development of modern enterprise,the listed companies in finance and there is a certain degree of contradiction between maintaining control,especially for the science and technology innovation-oriented enterprises,they are behind the booming development cannot leave the financial support,you need to several rounds of financing,is the aftermath of the equity dilution,will inevitably lead to the founder will gradually lose control in the process.The "one share,one vote" model is not conducive to the founders’ long-term and stable control of the enterprise.In order to ensure that the control of the enterprise is not lost to others,the dual-class share structure that breaks through the "one share,one vote" model is favored by many excellent enterprises.On the one hand,it seeks more financing capital to develop the business,and on the other hand,the founders can keep increasing the number of shares.To prevent their own shares from being diluted so as to continue to maintain control of the enterprise,independent pursuit of innovation.The transformation from equity equality to "consensual minority decision" needs the support of judicial theory and the perfection of legislation continuously promoted by practice.In 2018,The State Council issued a document on promoting high-quality and upgraded mass entrepreneurship and innovation(hereinafter referred to as " document on upgraded mass entrepreneurship and innovation")pointed out that to promote the improvement of the company law and other laws and regulations and capital market rules,allow science and technology enterprises to implement "different rights" governance structure,this is the first signal in China,Many of China’s best companies that want to experiment with dual-class share structures have begun to target the domestic capital market.In January 2019,the CSRC issued the Implementation Opinions on the Establishment of a Science and Technology Innovation Board and a Pilot Registration System on the Shanghai Stock Exchange(hereinafter referred to as the "Implementation Opinions"),which formally established that science and innovation enterprises listed in the Shanghai Stock Exchange could set up differentiated voting rights during the initial public offering and try out the registration system.Then in March,the China Securities Regulatory Commission issued the science and technology innovation board listed companies continue regulation method,allowing science and technology innovation enterprises when listed set up special voting shares,and the Shanghai Stock Exchange,including the Shanghai stock exchange science and technology innovation board stock listed rules(hereinafter referred to as the listed rules),six sets of rules,make the use of dual class share structure in China has a more clear and clear basis.This is the first time for China to introduce the dual class share structure arrangement,which will inevitably appear some unexpected difficulties and obstacles.Therefore,we can refer to the laws and relevant supporting regulations,combined with the actual capital market in China,and further improve the effective degree of the dual class share structure on the science and technology innovation board in China.