中国双层股权结构的法律规制小考

Abstract

After the official opening of China's Sci-Tech Innovation Board on March 1, 2019, it welcomed the listing application of UCloud Technology Co., Ltd. It is the first company in China with dual-class share structure and successfully goes public after nearly a year. The introduction of the dual-class share structure in China has its realistic background. That is the needs of Chinese enterprises and capital market development. Throughout the world, countries and regions such as the United States, Canada, Singapore and Hong Kong in China have accepted the listing of companies with dual-class share structure, but they accept with conditions. The introduction of dual-class share structure to China's Sci-Tech Innovation Board is based on the practical experience of these countries and regions. China legislates and revises relevant legislation and regulatory documents to provide legal protection and supervision. This paper examines the explanation and restriction of setting special voting rights before and after the listing of UCloud Technology Co., Ltd. The dual-class share structure is not widely recognized in the world, and this kind of equity classification has advantages and disadvantages for the development of the company. In the company's initial stage, it can promote the rapid development of the companies. However, when companies enter into a smooth development period, its inherent disadvantages will appear. In the process of the implementation of the current dual-class share structure in China, there will inevitably be some problems, such as easily infringing the rights and interests of small and medium-sized shareholders, independent directors, not perfect supervisory board governance mechanism, small and medium-sized investors’ risk identification and risk awareness not being strong, and so on. This paper analyzes the above-mentioned problems and makes recommendations for a solution. The dual-class shares structure is a bold attempt of China's capital market, which is conducive to the return of overseas listed enterprises and the development of high-tech enterprises and benefits the development of China's capital market. But it also has the "original sin" and needs to be strengthened governance and improved in the future.