Study On The Problems Of The Construction Of Class Shares System In China

June 16,2017 The Hong Kong Stock Exchange released the " HKEX SEEKS VIEWS ON A PROPOSED NEW BOARD AND A REVIEW OF THE GROWTH ENTERPRISE MARKET ".Over 90% of the respondents supported the Hong Kong securities market in allowing a diversified shareholding structure listing.On December 15,2017,The Hong Kong Stock Exchange,through its website,released the “EXCHANGE PUBLISHES GEM CONSULTATION CONCLUSIONS AND CHANGES TO GEM AND MAIN BOARD LISTING RULES”.In late 2017,Hong Kong took the securities market one step closer to the opening up of companies using dual-class share structure.After entering the 21 st century,many countries have to amend the company law.One of the major impacts of the rapid global economic development is the establishment or improvement of a system of class shares.In recent years,civil law countries such as Germany and Japan have all started to increase the number of class shares in their own class system so as to give the capital market a more flexible and changeable spaceThis paper takes this as a starting point to discuss the applicable issues of the class system in our country.The introductory part of this thesis defines "class shares".And then clearly defines the scope of the class shares this thesis discusses,explores the nature of the rights of class shares and summarizes the common types of class shares.This part also introduces the explorations of academia about the class shares and comprehensively expounds the author’s understanding of the concept of class shares which is the premise of this thesis.The first part of this thesis analyzes the necessity to establish the class share system at the legal level from the value of the class share system,the existing legal system basis in our country and the objective requirements of China’s capital market.This part concludes that the main values of the class share system are:(1)to provide a variety of financing channels for the company;(2)to meet the different interests of shareholders’ heterogeneous;(3)to protect against hostile takeovers and to guarantee the validity of the shareholders’ contract through the combination of legal enforcement and shareholders’ autonomy;(4)to improve the capabilities of corporate governance and to enrich the connotation of fiduciary obligations;(5)to improve the competitiveness of China’s capital market and to strike the theory of China’s traditional corporate system.Afterwards,this part analyzes the demand for the class share system of the company and investors in China from the aspects of corporate financing and investor investment.Meantime,it feases and analyzes the relevant content of the existing legal system.Finally,this part further analyzes the demand for the class share system during the reform of state-owned enterprises in our country and points out that our country’s existing legal system does not match the needs of China’s capital market.Therefore,it is necessary for China to build a class share system.The second part of this thesis,based on the above argumentation,analysis and relevant foreign legislation practice,proposes suggestions to build a legislation model for a class share system in China.This part first summarizes the different legislation models commonly adopted by the Anglo-American law system and the civil law system.That is,the Anglo-American law system usually adopts the promissory model,and the civil law system adopts the statutory model.Afterwards,this part analyzes the advantages and disadvantages of the two legislation models and what the China’s class share system legislation can refer from the two models.The second section of this part proposes that the two legislation models are subject to different company forms.The limited liability company should adopt the promissory model,while the company limited by shares should adopt the statutory model.The third part of this thesis discusses the construction principle and content of the class share system,namely the design of the class share system.The first section of this part firstly proposes the basic principle that should be clarified in the class share legislation: the principle of shareholder equality.The second and third sections of this part respectively propose constructing methods and legislation suggestions of class shares related to distribution of profit and residual property and right of control.The fourth part of the thesis attempts to propose legislation proposals to adjust the conflicts of interests among class shareholders by analyzing the causes of conflicts of interest among class shareholders.The first section of this part firstly analyzes the reasons for the conflict of interests of class shareholders.Namely,the amendment of Articles of Association,the resolutions of the board of directors,the merger of shares and the addition and cancellation of shares.The second section tries to propose feasible solutions to the conflict of interests among the class shareholders:(1)Providing advice on the design of Articles of Association;(2)Expanding the loyalty of directors from the perspective of company law;(3)Introducing the system of class shareholders’ meeting.