Research on the Protection of Minority Investors' Rights and Interests by Special Shareholding Structure Institutional Analysis on Science and Technology Innovation Board with Registration System

Mengheng Li
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Abstract

In 2018, President Xi Jinping announced at the opening ceremony of the First China International Import Exposition that China would launch a science and technology innovation board with a registration system to allow companies of special shareholding structure and red-chip enterprises that meet the relevant requirements to be listed here. It is also an effective way to prevent the enterprises from being hostile takeover and protect the rights and interests of entrepreneurship team in decentralized equity era. However, in this mode, ordinary voting shareholders and special voting shareholders share the risk of enterprise operation, but it is difficult to restrict the management's "breach of faith" by transferring their decision-making rights. And science and technology innovation board will experiment registration system that adheres to the market orientation and the checks of intermediary agencies, and reduces the administrative interference of the government in the field of issuance audit, which obviously lower the entry threshold. Therefore, there are many potential risks in the stock market, and also a lack of adequate protection mechanism to enable minority investors to better enjoy the dividends of enterprise development. This paper intends to analyze the potential risks of listing with special shareholding structure on science and technology innovation board of registration system, and to put forward risk prevention measures from perfecting information disclosure system, reforming trading system, perfecting selfregulation and supervision system, and supplementing and consummating the restriction mechanism of laws and regulations, so as to better protect the rights and interests of minority investors. Keywords—science and technology innovation board; registration system; special shareholding structure; the rights and interests of minority investors; entrepreneurship team
特殊股权结构对中小投资者权益的保护研究&以注册制科创板为例
这也是分散股权时代防止企业被恶意收购、保护创业团队权益的有效途径。但在这种模式下,普通表决权股东和特殊表决权股东共同承担企业经营风险,但难以通过转让决策权来制约管理层的“失信”行为。科创板将试行坚持市场导向和中介机构制衡的注册制,减少政府在发行审计领域的行政干预,明显降低了准入门槛。因此,股票市场存在许多潜在风险,也缺乏足够的保护机制,使中小投资者能够更好地享受企业发展的红利。本文拟对注册制科创板特殊股权结构上市的潜在风险进行分析,并从完善信息披露制度、改革交易制度、完善自律监督制度、补充完善法律法规约束机制等方面提出防范风险的措施,以更好地保护中小投资者的权益。关键词:科技创新板;登记制度;特殊股权结构;中小投资者的权益;创业团队
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