On The Construction Of Double Stock Ownership Structure System Of Companies In China

This thesis conducted an empirical analysis on the equity structure of domestic enterprises listed abroad,namely the Dual-class Share Structure,on the basis of the contemplation on the continual loss of domestic outstanding enterprises in China,Furthermore,the necessity and feasibility to construct the Dual-class Share Structure in China were analyzed with reference to the experiences from the United States and Hong Kong.Based on this,the author,on the macro level,proposed suggestions on the construction of the Dual-class Share Structure in China from the perspectives of legislative model and basic legislative principles;on the micro level,some concrete suggestions were also put forward,such as restricting the application scope and voting power of special shares,perfecting the internal control and supervision mechanism,specifying the obligations to disclosure information,and establishing a matching relief mechanism.In addition to the introduction and conclusion,there are four parts in this paper,the main contents of which are as follows:The first part recapitulates the DOS.Firstly,this thesis,starting from the perspective of equity,introduces the concept and implementation of the DOS,drawing a conclusion that this structure lies in that it makes special settings on the shareholders' right to vote.Furthermore,based on the actual situation of shareholder heterogeneity and taking one share and one right as the reference,this thesis posits that the DOS boasts the following characteristics: distinguishing the voting right from the income right,centralized control right,and high return on investment.In addition,taking the United States as an example,this thesis introduces the evolution history of the DOS which can be divided into four stages: infancy,prohibition,standoff and laissez-faire.Finally,when compared with the single ownership structure,the DOS has outstanding values in maintaining the control right,preventing the hostile takeover,and governing the company.The second part conducts an empirical analysis on the DOS of Chinese mainland listed companies in the United States.With a combination of the empirical and comparative analysis,this thesis scrutinizes the basic situation of Chinese mainland companies that went to the United States from 2004 to 2014 and adopted the DOS.It is concluded that Chinese companies listed in the United States that adopt the DOS take “Internet,high-tech,biology and other scientific innovation companies” as the principle things in the scope of application,and the voting rights are ten times as normal.The third part carries out an analysis on the necessity and feasibility to constructthe DOS in China ' s companies.Firstly,based on the limitations of one-share-one-right structure as well as the deficiencies of the difference in voting right arrangement in scientific creation,this thesis present the current situation of the stock ownership structure of the company in China.Secondly,this thesis discusses the necessity to construct the DOS in Chinese companies from three aspects,namely,carrying out the overall deepening reform,gradually reducing the debt ratio of the company,and perfecting the corporate management system.Finally,the feasibility of constructing the DOS in China's companies is analyzed from four aspects,including the marketing demand on the dual ownership structure system,the legislative space for the reform of the double ownership structure,the deeper understanding of the theory of the DOS,and the practice of the DOS of the company in our country.The fourth part proposes some suggestions on the construction of the DOS in China.At the macro level,this thesis claims that Chinese companies should firstly choose the free legislation mode when constructing the DOS on the ground of the legal gene of the free legislation mode in China ' s company laws as well as the realistic need for the capital market reform.Secondly,we should adhere to the principles of complementarity and of protecting the public investors' interests.At the micro level,based on the prevention of the possible risks of the DOS to maximize its value,this thesis put forward some concrete suggestions on constructing the DOS from five perspectives,including the application scope,voting power,internal supervision system,information disclosure,matching relief mechanism.