Construction Of Dual-share Structure Of Listed Companies In China

The dual-share structure is a special arrangement of equity structure,which is different from the traditional arrangement of one share corresponding to one vote.The dual-share structure requires shareholders to have different voting rights in different shares to ensure that founders or management can still maintain control over the company even if the shareholding proportion is low.It can stimulate entrepreneurship,promote the company's long-term development,prevent hostile takeover and maintain cultural continuity,so it has won recognition in many national markets.At present,the legislation and practice of listed companies in our country follow the principle of "one share,one vote" and cannot meet the fierce competition in the international capital market and the diversified financing needs of domestic enterprises.From an international point of view,the relevant legislation represented by the United States and Hong Kong of China takes the position of permission or conditional permission.It is appropriate to adopt a legislative model with conditional permission for the construction of the dual-share structure of listed companies in China.Specifically,through the guidance issued by the State Council,the applicable industries,stages and multiple of voting rights can be defined.At the same time,with the establishment and improvement of the information disclosure system,the responsibilities of independent directors and supervisors,and the group litigation system,the protection of investors can be further strengthened to achieve the equity balance between founders or management and investors.