Research On The Information Disclosure System Of Dual Equity Structure Companies

On March 1,2019,the China Securities Regulatory Commission issued the “ Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules ”,a quantitative standard for companies with dual equity structure,the content and principles of information disclosure,information disclosure and corporate governance,and investors.Protection is regulated and has strong theoretical and practical significance.The current status of the information disclosure system of dual-equity structured companies in China is divided into information disclosure during the issuance and listing of dual-equity structured companies,including disclosure of the company's market value and financial indicators,ordinary voting rights and super voting rights,different voting power restrictions,and the risk of adopting a dual equity structure Tips and corporate governance information content,as well as information disclosure during the continuous listing phase of companies with dual equity structures,including the disclosure of the implementation of different voting rights and the impact on investors' legal rights in periodic reports,the convening of a general meeting to disclose the resolutions of the general meeting,the disclosure of major transactions and Related party transactions,the company's activedisclosure of industry information and operating risks,disclosure of unusual fluctuations in stock transactions during the company's operations,disclosure of the conversion of shares with super voting rights into shares with ordinary voting rights,and disclosure of company delisting risks.By comparing with the perfect information disclosure system of companies with dual-equity structures in the United States,Singapore,and Hong Kong,we can see that there are some problems in the information disclosure system of dual-equity companies in China.The main performance is as follows: the information disclosure content is too abstract,which will cause investors to make wrong decisions and also bring difficulties to the regulatory authorities;the scope of information disclosure is not differentiated design: the information disclosure is unbalanced,and it will be provided to experienced institutional investors and retail investors.The content of the information disclosed by investors is the same;the transparency of related party information disclosure is lacking;the supervisory role of independent directors in the information disclosure system has been eroded,and the controlling shareholder concurrently appoints or appoints members of the board of directors;The company has reached a certain period of operation and the super voting right is terminated.There is no“swallowtail clause”to disclose the price of the super voting right transfer,restricting the shareholders of the supervoting right to freely transfer their equity in order to increase control.The stock code of the company with a dual equity structure is not marked with a distinctive mark.Based on the experience of designing information disclosure systems for companies with dual-equity structures in the United States,Singapore,and Hong Kong,combined with China's national conditions and the actual situation of companies with dual-equity structures,the paths for improving the information-disclosure system for dual-equity companies in China are: The specific design of the content of the information disclosure system of the company with dual equity structure: the disclosure of the subdivision has a great impact on investors and matters that matter;the content of the information disclosure is divided according to time;the risk disclosure of the company with dual equity structure is strengthened.Second,carefully determine the scope of disclosure of information on subjects with different voting rights between the company's management and investors,retail investors and institutional investors.Third,strengthen disclosure of related party transactions.Fourth,strengthen the supervisory role of independent directors in information disclosure and increase the proportion of independent directors among members of the board of directors.Fifth,the introduction of regular“sunset clauses”to prevent abuse of super voting rights.Sixth,set a“swallowtail clause”to disclose the price of super voting rightstransfer.Seventh,the stock code of the company with dual equity structure is marked with an identification mark,and the letter “D”is added after the stock code as a distinguishing mark.