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

Innovation is the primary driving force for development and a strategic support for building a modern economic system.At present,China's economy has moved from a high-speed growth stage to a high-quality development stage,and the driving force of economic development is changing from mainly relying on resources,low-cost labor and other factors to innovation driven.With the transformation and upgrading of economic structure,the development of enterprises and the innovation of corporate governance structure have been brought.As the core of modern corporate governance system,the ownership structure has also changed greatly.Human capital is not only an important driving force to promote the independent innovation ability of enterprises,but also one of the most important core resources to realize the innovation oriented country in China.The system design of double-layer equity structure with the main purpose of maintaining and maintaining the control of enterprise founders highlights the importance of human capital value and breaks through the corporate governance framework based on equity structure.For a long time,our country strictly adheres to the principle of "one share,one right".This traditional equity structure is difficult to adapt to the actual needs.Even because of its strict restrictions,a large number of high-tech enterprises go abroad for listing,and domestic high-quality resources continue to drain.Especially in recent years,different from the traditional corporate governance structure of state-owned companies,in many private high-tech companies with strong development momentum and mixed ownership companies,the competition between shareholders and managers for the control of the company is increasingly fierce.In this regard,in March 2019,Shanghai Stock Exchange issued the Listing Rules of science and Technology Innovation Board of Shanghai Stock Exchange,which officially opened the prelude to the implementation of the two-tier equity structure in China,further indicating that the establishment of the two-tier equity structure system in China has important theoretical and practical significance.Based on the analysis of the basic theory of double-layer equity structure and the legislative practice of foreign countries,this paper points out the problemsexisting in China and the necessity of implementing the system of double-layer equity structure,and on this basis,puts forward relevant suggestions for establishing the system of double-layer equity structure.In addition to the introduction and conclusion,this paper is divided into four parts.The first part is about the basic problems of the two-tier equity structure.Firstly,the background of the double-layer equity structure is combed,and the connotation and basic characteristics of the double-layer equity structure are clarified;secondly,the legal basis for the application of the double-layer equity structure is provided through the company contract theory,market freedom theory and transaction cost theory;thirdly,the system value of the double-layer equity structure is considered,and its rationality and system advantages are analyzed And risk.The second part is about the legislative practice of foreign double-layer equity structure and Its Enlightenment to China.First of all,it introduces the legislative practice of the United States,Canada and Hong Kong,including: flexible system design and mature supporting facilities construction in the United States,loose policy conditions and free and open market environment in Canada,independent autonomy of Hong Kong Stock Exchange and strict market conditions.Secondly,it points out the Enlightenment of the legislative practice of the three regions to our country,mainly including the division of labor and cooperation system of the stock exchange,the strict and clear information disclosure system,the effective supervision of the independent director system and the complete and sound collective action system.The third part is the analysis of the necessity of the implementation of the two-tier equity structure in China and the institutional dilemma.Taking Alibaba and Baidu as examples,this paper expounds the feasibility and necessity of implementing the two-tier equity structure system in China.For example,Alibaba's "lakeside partner" system and Baidu's "Niuka plan" all protect the founder's control right to a certain extent and have high practical value.However,at present,the implementation of the double-layer equity structure in China is facing many institutional dilemmas,such as the human capital evaluation mechanism that is not valued,the unclear rights and responsibilities of the board ofsupervisors system,the virtual existence of the independent director system,and the lack of supervision of the information disclosure system.The fourth part is about the suggestions on the construction of double-layer equity structure system and the improvement of supporting facilities.First of all,at the macro level,establish the correct legislative concept and legislative model;second,at the micro level,that is,the main content of the two-tier equity structure system for the scope of application and holding subject qualification,the creation of special voting rights and withdrawal mechanism,special voting rights and voting matters,different types of stock circulation mechanism,etc.to make specific provisions;finally,in the relevant allocation At the system level,we should strengthen the information disclosure system,improve the independent director system,optimize the supervision mechanism of the CSRC and further improve the judicial relief mechanism.