Laws and regulations of controlling shareholders, laws and regulations regarding controlling shareho

Guidelines for the Conduct of Controlling Shareholders and Actual Controllers of Listed Companies on the Shanghai ** Stock Exchange

1.The controlling shareholder and the actual controller shall establish an internal control system to clarify the decision-making procedures with the listed company on major matters, the specific measures to ensure the independence of the listed company, and the responsibilities, authority and accountability mechanism of relevant personnel in the work related to the market and the listed company.

2.The shareholders and actual controllers of the Manuscript Control Bureau shall ensure the integrity of the assets of the listed company, and shall not infringe upon the rights of the listed company to possess, use, benefit from and dispose of the property of the legal person.

The controlling shareholder or actual controller shall, in accordance with the contract, promptly go through the formalities for the transfer of property rights for the assets invested or transferred to the listed company.

The controlling shareholder and actual controller shall not affect the integrity of the assets of the listed company in the following ways:

1) Sharing major machinery and equipment, production rooms, trademarks, patents, non-patented technologies, etc. with listed companies;

2) Occupying, disposing of, or disposing of the assets of a listed company without compensation or on obviously unfair terms.

3.The controlling shareholder and actual controller shall ensure the independence of the personnel of the listed company and shall not affect the independence of the personnel of the listed company in the following ways:

1) Influencing the appointment and dismissal of personnel of listed companies by means other than exercising voting rights;

2) Appointing the general manager, deputy general manager, chief financial officer or secretary of the board of directors of the listed company to hold positions other than directors and supervisors in the company or the enterprises controlled by it;

3) Restricting the performance of duties by directors, supervisors, senior managers and other personnel of listed companies by means other than exercising voting rights;

4) Paying salaries or other remuneration to senior management of listed companies;

5) Requiring the personnel of the listed company to provide services to them free of charge;

6) Instructing the directors, supervisors, senior managers, and other personnel of the listed company to make decisions or conduct blind acts that harm the interests of the listed company.

China's law has clear provisions on the conditions for the identification of controlling shareholders, and in judicial practice, the audit procedure also needs to be handled by the audit department in accordance with the relevant laws and regulations.

1. Does the internal audit of a listed company report the controlling shareholder?

The internal audit of a listed company shall report to the legal representative and not necessarily the controlling shareholder. The financial audit report is a report issued by the certified public accountant of an accounting firm with audit qualifications on the basic work of enterprise accounting, that is, whether the accounting work such as measurement, bookkeeping, accounting, and accounting files conform to the accounting system, and whether the internal control system of the enterprise is sound, and is an objective evaluation made after a comprehensive review of financial revenue and expenditure, operating results and economic activities.

Article 21 of the Company Law stipulates that the controlling shareholders, actual controllers, directors, supervisors and senior managers of a company shall not use their affiliation 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.

Paragraph 2 of Article 216 stipulates that a controlling shareholder refers to a shareholder whose capital contribution accounts for more than 50% of the total capital of a limited liability company or whose shares account for more than 50% of the total share capital of the company. Shareholders whose capital contribution or shareholding ratio is less than 50%, but whose voting rights are sufficient to have a significant impact on the resolutions of the shareholders' meeting or shareholders' general meeting according to the amount of their capital contribution or the shares they hold.

1. What is the standard for the company's equity reform to produce a controlling shareholder?

According to the provisions of Article 216 (2) of the Company Law, the controlling shareholder is a shareholder whose capital contribution accounts for more than 50% of the total capital of a limited liability company or whose shares account for more than 50% of the total share capital of the company; Although the amount of capital contribution or the proportion of shares held is less than 50%, the voting rights enjoyed by the amount of capital contribution or shares held are sufficient to have a significant impact on the resolutions of the shareholders' meeting and the general meeting of shareholders.

Where a controlling shareholder or actual controller provides services to a listed company through its subordinate financial company (hereinafter referred to as the "financial company"), it shall, in accordance with the provisions of laws and regulations, urge the financial company and relevant parties to cooperate with the listed company in fulfilling the decision-making procedures and information disclosure obligations of related party transactions, supervise the standardized operation of the financial company, ensure the safety of the listed company's funds stored in the financial company, and shall not use its dominant position to compel the listed company to accept the services of the financial company.

The controlling shareholder and actual controller shall perform the information disclosure obligation in strict accordance with the relevant provisions, and ensure that the disclosed information is timely, true, accurate and complete, and there shall be no false records, misleading statements or material omissions.

1) The scope of material information involving listed companies;

2) The process of reporting on the disturbance of material information that has not been disclosed;

3) the registration system for insiders of inside information;

4) Confidentiality measures for undisclosed material information;

5) the process for releasing information to the public;

6) Procedures for cooperating with the information disclosure of listed companies;

7) The duties and authority of relevant personnel in information disclosure matters;

8) Other information disclosure management systems.

According to the laws of our country, if the equity ratio exceeds 50, it can be identified as the controlling shareholder, and the specific circumstances should be dealt with according to the circumstances prescribed by law, especially in the identification of relevant matters, which should be strictly implemented in accordance with the provisions of the law.

2. The difference between the actual controller and the controlling shareholder.

The difference between an actual controller and a controlling shareholder is that the actual controller is not a shareholder, while a controlling shareholder is a shareholder who can exert significant influence over the resolutions of the company's shareholders' meeting or general meeting of shareholders. The actual controller is a person who controls the company through agreements, investment relationships, etc.

According to the provisions of Chinese law, the qualification of shareholders is statutory, and the qualification of shareholders cannot be revoked through recall, and the qualifications of shareholders can only be lifted through the general meeting of shareholders.

Interpretation of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of the People's Republic of China (III).

Article 18 If a shareholder of a limited liability company fails to fulfill its obligation to make capital contributions or withdraws all of its capital contributions, and fails to pay or return the capital contributions within a reasonable period of time after being urged to do so by the company, the company shall dismiss the shareholder by resolution of the shareholders' meeting, and the people's court shall not support the shareholder's request to confirm that the act of dissolution is invalid.

In the circumstances provided for in the preceding paragraph, the people's court shall explain at the time of judgment that the company shall promptly go through the statutory capital reduction procedures or have other shareholders or third parties pay the corresponding capital contributions. Where the company's creditors request the relevant parties to bear the corresponding liabilities in accordance with Articles 13 or 14 of these Provisions before going through the statutory capital reduction procedures or other shareholders or third parties pay the corresponding capital contributions, the people's court shall support it.

1. What is the content of the resolution of the shareholders' meeting on individual equity transfer?

1) Equity transfer agreement.

Transferor XX.

The transferee is so-and-so.

After friendly negotiation, the two parties reached an agreement on the transfer of equity of the limited liability company as follows:

1. The transferor transfers the % shares of the transferee company to the transferee, and the transferee agrees to accept it.

2. After the transferee receives the above-mentioned shares, the new shareholders' meeting will revise and improve the articles of association, agreements and other relevant documents signed by the original company when it was established.

3. The transferee shall bear all the creditor's rights, debts and other expenses incurred by the company after the transfer according to its capital contribution.

4. Before the transfer, the transferor shall enjoy the rights and assume obligations according to its share of the company's capital contribution, and after the transfer, the transferee shall enjoy the rights and assume obligations according to the amount of its capital contribution.

5. This agreement shall be executed in triplicate, one copy shall be held by each contractor, and one copy shall be submitted to the industrial and commercial organs.

The transferee is so-and-so.

A certain day, a certain month, and a certain year.

2) Resolution of the shareholders' meeting.

The shareholders of the limited liability company on the transfer of equity resolution are as follows:

1. Fully agree with the transferor to transfer its shares to the transferee, and the shares of the transferred equity are respectively %.

2. After the transfer, the articles of association, agreement and other relevant documents signed at the time of the establishment of the company shall be amended accordingly by the new shareholders' meeting. The company's business scope and registered capital remain unchanged.

3. It is agreed that the transferor shall bear all creditor's rights, debts and other reasonable expenses from the establishment of the company to the transfer according to the amount of its capital contribution.

4. After the transferee pays the shares, it shall enjoy the rights and assume the obligations according to the amount of its capital contribution.

5. This agreement shall be submitted to the industrial and commercial authorities in five copies, and each of the relevant parties shall hold one copy.

Shareholder's signature: so-and-so.

A certain day, a certain month, and a certain year.

Yes, common shareholders have management rights over the company. For large companies, there are thousands of common shareholders, and it is not possible for everyone to directly manage the company. The rights of ordinary shares are mainly reflected in the election of the board of directors, with the right to vote and the right to be elected.

The company is controlled and managed by an elected board of directors on behalf of all shareholders.

The Company Law of the People's Republic of China stipulates that the shareholders of the company shall abide by the laws, administrative regulations and the articles of association of the company, exercise their rights as shareholders in accordance with the law, and shall not abuse their rights to harm the interests of the company or other shareholders; The model chain shall not abuse the independent status of the company's legal person and the limited liability of shareholders to harm the interests of the company's creditors. Where a shareholder of a company abuses his rights as a shareholder and causes losses to the company or other shareholders, he shall be liable for compensation in accordance with law.

If a shareholder of a company abuses the independent status of the company's legal person and the limited liability of shareholders to evade debts and seriously harm the interests of the company's creditors, he shall be jointly and severally liable for the company's debts.

Are shareholders legally responsible for not participating in the management of the company?

No legal liability. Shareholders are only investors in the company, and they are liable to the company to the extent of the shareholders' capital contributions, and do not bear joint and several liability for the company's operation. Even if the company has debt problems in the future, it does not need shareholders.

The regulations for the controlling shareholder of the company are as follows:

1. Controlling shareholders, actual controllers, directors, supervisors, and senior managers 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.

2. The controlling shareholder refers to the shareholder whose capital contribution accounts for more than 50 of the total capital of the limited liability company or whose shares account for more than 50 of the total share capital of the company; Shareholders whose capital contribution or shareholding ratio is less than 50 liang jujube, but whose voting rights based on their capital contribution or shares are sufficient to have a significant impact on the general meeting of shareholders and the resolutions of the general meeting of shareholders.

1. What are the legal provisions of the Company Law on the actual controller?

The actual controller of the Company Law stipulates that the controlling shareholder refers to the shareholder whose capital contribution accounts for more than 50% of the total capital of the limited liability company, or whose shares account for more than 50% of the total share capital of the company.

The actual controller refers to a person who is not a shareholder of the company, but can actually control the company's behavior through investment relationships, agreements or other arrangements.

Second, how many shares do you want to hold.

According to Article 216 of the Law of the People's Republic of China on Companies, the meaning of the following terms in this Law:

1) Senior management personnel refer to the company's managers, deputy managers, financial leaders, secretaries of the board of directors of listed companies and other personnel specified in the company's articles of association.

2) The controlling shareholder refers to the shareholder whose capital contribution accounts for more than 50% of the total capital of the limited liability company or whose shares account for more than 50% of the total share capital of the company; Shareholders whose capital contribution or shareholding ratio is less than 50%, but whose voting rights are sufficient to have a significant impact on the resolutions of the shareholders' meeting or shareholders' general meeting according to the amount of their capital contribution or the shares they hold.

3) "Actual controller" refers to a person who is not a shareholder of the company, but is able to actually control the company's behavior through investment relationships, agreements or other arrangements.

4) "Related relationship" refers to the relationship between the controlling shareholder, actual controller, director, supervisor and senior management of the company and the enterprises directly or indirectly controlled by the company, as well as other relationships that may lead to the transfer of the company's interests. However, state-controlled enterprises are not only related to each other because they are also controlled by the state. Therefore, it is generally more than 50 percent of the slag of 100 pants.