特别表决权制度在科创板的实践——兼评《科创板股票上市规则》“表决权差异安排”节

The Practice of Special Voting Right System in Scientific Board——Comments on the Section of "Voting Rights Difference Arrangement" of the Rules for the Listing of Scientific Board Stocks

2019年3月科创板规则出台以来,一直受到许多的关注。其中接纳存在"表决权差异安排"企业在科创板上市更是人为突破了《公司法》关于同股同权的原则,成为A股资本市场接纳双层股权结构的试验田。在之后两个月的集中申报期中,亦有优刻得和九号机器人两家企业采用了特别表决权制度申报上市。科创板特别表决权的制度设计完全按照科创板规则,实践与制度达到了高度的一致性。其规则设计在一定程度上解决创始人团队控制权与对外融资的矛盾,同时在很大程度上考虑到对外部中小投资者的利益保护,整体上能够实现特别表决权制度设计的初衷,但由于特别表决权固有的弊端,如要全面引入特别表决权制度,仍然应当采取非常谨慎的态度。

Since the promulgation of Kechuangban Rules in March 2019, it has been receiving much attention. Among them, the acceptance of enterprises with "voting rights difference arrangement" listed on the GEM has been artificially broken through the principle of "the same shares and the same rights" in the Company Law, and has become a test field for the acceptance of double-tier equity structure in A-share capital market. In the next two months of the centralized declaration period, two enterprises, Youkede and No. 9 Robot, also adopted the special voting rights system to declare their listing. The system design of the special voting rights of KSG is completely in accordance with the KSG rules, and the practice and system have reached a high degree of consistency. To some extent, the design of the rules can solve the contradiction between the control right of the founder team and the external financing. At the same time, considering the protection of the interests of small and medium-sized investors, the original intention of the design of the special voting right system can be achieved on the whole. However, due to the inherent drawbacks of the special voting right, if we want to introduce the special voting right system in an all-round way, we should still take a very cautious attitude.