关键词: 科创板, “日落条款”, 差异化表决, 双重股权

Abstract:

As an agreement or legal rule for the conversion of special shares into common shares in dual-class shareholding structure，“sunset clause” is of great significance for the correction of inherent defects in dual-class shareholding structure and management of scientific and technological innovation enterprises. However，through the investigation and comparative study of the U.S. securities market，it can be found that the“sunset clause” stipulated in the listing rules of China's existing science and technology innovation board only includes events and shareholding ratio“sunset clause”，which is still not comprehensive in scope，and it is difficult to deal with such problems as the weakening of management ability and the increase of agency cost of special stock shareholders in developing countries for a long time. In order to perfect the rules，we should pay attention to the special functions of different types of“sunset clauses” and design the system collocation. The time based “sunset clause” should be introduced into the listing rules to maintain the management efficiency of technology innovation companies. Listed companies should be allowed to set the time limit and shareholders should be allowed to extend it，so as to ensure shareholders’ autonomy in the arrangement of corporate interests and optimize the governance structure of scientific and technological innovation enterprises.

Key words: science and technology innovation board, “sunset clause”, dual-class vote, dual-class share