What are the benefits of A share weighted voting rights?

Good for management:

Power is not diluted;

The risk can be passed on to other ignorant minority shareholders.

Not good for shareholders:

Spending the same amount of money without having a voice in the company is equivalent to a democracy paying taxes without voting rights;

He has also become a leek, not the owner of the company.

Impact on the market:

Shareholders no longer have any shareholder rights, only regard ** as an investment product, carry out frequent trading arbitrage, and ** market intermediaries have enjoyed the benefits;

As for the lack of impact on the economy, the U.S. bull market is not supported by Internet companies with weighted voting rights, but is the natural result of the injection of US dollar repatriation funds under the hegemony of the US dollar.

Don't think how far-sighted the company operators are, there is no foresight in front of interests, the wisdom on the tuyere often highlights the truth after the ebb tide, and don't think about being confused by appearances. It is not the decision-making level that determines the development of a company, but the executive level, and the better the middle management, the better the company.

"Weighted voting rights", also known as "two-tier shareholding structure", refers to a common share structure with two or more types of different voting rights in the capital structure. Class B shares are generally held by the management, and the management is generally the founding shareholders and their teams, and the Class A shares are generally held by peripheral shareholders, who are optimistic about the company's prospects and are therefore willing to sacrifice certain voting rights as bargaining chips.

This structure is conducive to the direct use of equity financing by growing enterprises, and at the same time can avoid excessive dilution of equity, causing the founding team to lose the company's right to speak, and ensuring the stable development of such growth enterprises. Similar, Alibaba, JD.com, etc. are all "AB share structure".

To avoid people who do not know how to do it and do not have the ability or understanding of the company, just because they have become a major shareholder, they can directly command and control the company, to take an inappropriate analogy: this is actually the same as buying an official, and it is the interests of other shareholders that are ultimately harmed.

Weighted voting rights refer to the same number of shares held by the shareholders of the company, but the voting rights of the shares held by the shareholders are different. In a company, the WVR is a two-tier shareholding structure.

From the difference in voting rights, it is divided into common shares and equity held by management.

[Legal basis for attacking the height].Company Law of the People's Republic of China.

Article 34.

Shareholders receive dividends in proportion to their paid-in contributions; When the company adds a new capital chain, shareholders have the right to subscribe for capital contributions in accordance with the proportion of paid-in capital contributions. However, all shareholders agree not to distribute dividends in accordance with the proportion of capital contribution or do not subscribe for capital contribution in priority according to the proportion of capital contribution.

Article 42.

At the shareholders' meeting, the shareholders shall exercise their voting rights in accordance with the proportion of their capital contributions; However, the Articles of Association.

Unless otherwise specified.

First of all, it should be clarified that there are two most important rights of the company's shareholders, one is the right to income from assets, and the other is the decision-making right to participate in the company's operation.

These two rights are separable. For employees of investment institutions and equity incentives, they are more interested in the right to income from assets, unless the company's development is out of control and their own interests are damaged, otherwise they generally do not want to compete with the founder for control of the company.

This also makes weighted voting rights possible.

How does a company achieve weighted voting rights?

Method 1: Agree on voting rights through an agreement.

Method 2: Adopt the AB share structure.

Method 3: Control Sakurakasa's majority of board seats.

Method 4: One veto.

For enterprises, due to the different types of shareholders and competencies, the implementation of "weighted voting rights" can ensure the unity of control and decision-making power, greatly reduce the decision-making time, and improve the operational efficiency of the company. At this point, there will also be a growing market recognition of the necessity and feasibility of a weighted voting rights structure.

From the perspective of corporate control, "weighted voting rights" mainly refers to the asymmetry in the setting of voting rights between shareholders. "The same shares are not skinned, and the same rights are respected" is often expressed as a "two-tier equity structure". There are not only one model of AB shares, but there can be six models of AB shares, including AB shares, ABC shares, preferred shares, super AB shares, egalitarianism, and super AB shares with special fixed voting rights.

Legal analysis: different rights of the same shares, that is, the same **, different rights. "Weighted voting rights", also known as "two-tier shareholding structure", refers to a common share structure with two or more types of different voting rights in the capital structure.

The weighted voting rights of the same share are the structure of AB shares, Class B shares are generally held by the management, and the management is generally the founding shareholders and their teams, and Class A shares are generally held by peripheral shareholders.

Legal basis: According to Article 42 of the Company Law of the People's Republic of China, shareholders shall exercise their voting rights in accordance with the proportion of capital contribution at the shareholders' meeting; However, unless otherwise provided in the Articles of Association.

Article 34 of the Company Law of the People's Republic of China stipulates that shareholders shall receive dividends in accordance with the proportion of their paid-in capital contributions; When the company increases its capital, the shareholders have the right to subscribe for capital contributions in accordance with the proportion of paid-in capital contributions. However, all shareholders agree not to distribute dividends in accordance with the proportion of capital contribution, or bury the company and do not subscribe for capital contribution in accordance with the proportion of capital contribution.

Legal Analysis: Weighted voting rights generally refer to common stock structures that include two or more classes of weighted voting rights in the capital structure. Class B shares are generally held by the management of the enterprise, and the management is generally the founding shareholders of the enterprise and its team, and the blind class A shares are generally held by peripheral shareholders, and such shareholders are generally willing to sacrifice certain voting rights as bargaining chips for shares because they are optimistic about the development prospects of the enterprise.

Legal basis: Company Law of the People's Republic of China

Article 21 The controlling shareholders, actual controllers, directors, supervisors and senior managers of the Company shall not use their affiliated relationships to harm the interests of the Company.

Anyone who violates the provisions of the preceding paragraph and causes losses to the company shall be liable for compensation.

Article 27 Shareholders may make capital contributions in monetary terms, or in kind, intellectual property rights, land use rights, and other non-monetary assets that can be valued in monetary terms and can be transferred in accordance with law; However, there is an exception for property that is not allowed to be used as capital contribution as stipulated by laws and administrative regulations.

The non-monetary property used as capital contribution shall be appraised and verified, and the property shall not be overvalued or undervalued. Where laws and administrative regulations have provisions on appraisal valuation, follow those provisions.

Article 28 Shareholders shall pay in full and on time the amount of capital contributions subscribed by them as stipulated in the articles of association. If a shareholder makes a capital contribution with a monetary reputation, the full amount of the monetary contribution shall be deposited into the bank account opened by the limited liability company; Where non-monetary assets are used to make capital contributions, the formalities for the transfer of property rights shall be completed in accordance with law.

If a shareholder fails to pay the capital contribution in accordance with the provisions of the preceding paragraph, in addition to paying the full amount to the company, it shall also bear the liability for breach of contract to the shareholder who has paid the capital contribution in full on time.

Weighted voting rights.

The advantage is that it can retain control to a small part of the management, so as to ensure that the management has absolute control over the company, and at the same time, there is no need to worry about the existence of equity conflicts, only need to concentrate on running the company, and at the same time, it is also beneficial to the long-term development of the company. The disadvantage of weighted voting rights is that the cost is high.

Extended Information] Two-tier shareholding structure.

It is common in the U.S. to allow the company's founders and other major shareholders to retain sufficient voting rights to control the company after it goes public.

24 April 2018, Hong Kong Stock Exchange.

In the consultation summary of the "Listing System for Companies in Emerging and Innovative Industries" disclosed on the official website of the Hong Kong Stock Exchange, the Hong Kong Stock Exchange allows a dual-class share structure.

Companies are listed, and the new IPO rules allow biotech companies that have not yet made a profit to list in Hong Kong. The new Listing Rules came into effect on 30 April and the relevant listing applications were formally accepted.

Explanation of terms: A two-tier shareholding structure is common in the United States, allowing the company's founders and other major shareholders to retain sufficient voting rights to control the company after the company returns to the public. New York Stock Exchange (New York

Stock Exchange) and the NASDAQ Stock Market both allow public companies to adopt such shareholding structures. facebook inc.(FB) and Google (Google Inc

GOOG) and other large U.S. technology companies have a two-tier shareholding structure. Under this shareholding structure, companies can issue two classes of voting rights** with different degrees of voting rights, so that founders and management can receive more voting rights than they would have under this ownership structure. And hedging**.

and rights enforcement shareholders have a harder time exercising decision-making power over the company.

Example: A venture capitalist invests in a company that goes public.

After that, it is often sold quickly to cash out. But the founders were reluctant to sell the business they had worked so hard to build, so they devised a two-tier shareholding system. ** is divided into two categories: A and B.

Class A shares issued to external investors have only 1 vote per share, while Class B shares in the hands of management can vote 10 votes. If the company is **, these two types of ** have the same right to pay dividends and ** income distribution. Class B shares are not publicly traded, but can be traded in accordance with 1:

1 is converted into Class A shares. This shareholding structure allows management to strike boldly without fear of being fired or facing a hostile takeover. This is because even the founders who own about one-third of the Class B shares, as well as key insiders, can continue to control the company's fortunes even if they lose their majority stake.

This kind of structure is quite rare in ** publicly listed companies, and it has also been reproached by advocates of good corporate governance. They argue that the concentration of a large amount of power in the hands of a few is undemocratic.

Superior annihilation of weighted voting rights:

1. It can effectively prevent the invasion of "barbarians". In the process of fundraising, how to prevent the invasion of "barbarians" has become a major problem for the founders.

2. Protection of the founder's control. Generally, enterprises have gone through multiple rounds of financing and even listing, and the equity of the founding team has been constantly diluted and even swallowed up by capital. Under the structure of "weighted voting rights", the founding team firmly controls the company and excludes improper interference from external investors.

3. Provide a stronger incentive mechanism for the founding team. For high-tech enterprises, the founding team is undoubtedly the soul of the company. Once the company adopts the "weighted voting rights" argumentative equity structure, it means that the founding team can still maintain control of the company in the case of dilution of equity, and do not have to worry about losing control of the company after equity dilution.

Weighted voting rights are simply to separate the voting rights and earnings of **, and the income of all those who hold ** is the same, but some shareholders have voting rights, and some do not. Weighted voting rights are also known as two-tier shares.

Good advantages and disadvantages of weighted voting rights:

The advantage of weighted voting rights is that it can retain control to a small part of the management, so as to ensure that the management has absolute control over the company, and at the same time, there is no need to worry about the existence of equity struggles, and only need to concentrate on running the company well, and at the same time, it is also beneficial to the company's long-term prudent development.

If there are some selfish intentions, it can be completely through some means, such as relying on their own control to designate raw materials to tease the first business, from which to get kickbacks, or simply do their own raw material wholesale, and then designate to purchase from here, so that the interests of other shareholders will be damaged.