关键词: 科创板, 双重股权结构, 特别表决权, 日落条款

Abstract: The system design of“same share, same right”and“one share, one right”has always been of positive significance in protecting the rights and interests of small and medium shareholders. However, the development of the capital markets pursues a more flexible institutional design of the shareholding structure. The institutional design of the“special voting rights”in the science and technology innovation board system is a breakthrough towards the traditional corporate equity structure, which means that the theoretical dispute of the dual equity structure at the commercial level in China has been transformed into a realistic demand. In the context of the Science and Technology Innovation Board, this paper takes the special voting rights as the starting point to discuss the implementation of the dual-equity structure system and to explore the connecting issues existing in the dual-equity structure and the corporate equity structure system, such as the cumulative voting system, the stipulated supervision matters, the risks of internal personal control, and judicial remedies. It re-examines and re-designs the dual-equity structure system arrangement in China’s equity structure system, so as to promote the healthy development of the securities market.

Key words: science and technology innovation board, dual equity structure, special voting rights, sunset clause