Abstract:
The Company Law of our country in 2005 provides general terms for class stocks to be issued in accordance with relevant regulations of the State Council, which have been practiced in the Growth Enterprise Market and the Science and Technology Innovation Board. Issuance of class stocks can meet the needs of different shareholders: for shareholders to control the operations of the company or to enjoy only economic benefits through dividends. The Company Law allows companies to design and issue more than two types of shares according to different needs of shareholders within the legal scope, so as to achieve the purpose of facilitating the financing of the company, or adjustment of control as an anti-takeover measure. The issuance of class stocks is a breakthrough of the principle of equality of shareholders, therefore, the types of class stocks should be legalized and not expanded, and the scope of autonomy agreed by shareholders in the Articles of Incorporation is limited to the choice based on legal types. At the same time, the issuance of class stocks should take into account the different functions of various shares and the need to regulate the balance between the interests of common shareholders and class shareholders at the organic law level. The organizational law norms are based on the capital system: if the company adopts the authorized capital system, the resolution to issue shall be made by the Board of Directors; if the authorized capital system is adopted, the resolution to issue shall be made by the general meeting of stockholders. In companies with class stocks, the conversion between classes of shares and common shares can be changed at the request of shareholders, and class shareholders can convene a class shareholders’ meeting for relief if they suffer damage.