Why Preferred Shares Don t Have Voting Rights 40

Hello, preferred shareholders generally do not participate in the company's business decisions, and their voting rights are restricted, but it does not mean that preferred shareholders do not have voting rights. According to the "Guiding Opinions on Carrying out the Pilot Program of Preferred Shares", shareholders of preferred shares have voting rights in two situations.

One situation is that when the company votes on major matters that are closely related to the interests of the preferred shareholders, the preferred shareholders have the right to vote, and the voting is classified with the common shares, and such voting can be referred to as the "inherent voting rights" of the preferred shareholders. The Guiding Opinions stipulate that the following five matters shall be approved by more than two-thirds of the voting rights held by ordinary shareholders present at the meeting, and by more than two-thirds of the voting rights held by the preferred shareholders attending the meeting:

1) Amend the articles of association related to preferred shares;

2) Reducing the registered capital of the company by more than 10% at one time or cumulatively;

3) Merger, division, dissolution or change of corporate form;

4) issuance of preferred shares;

5) Other circumstances stipulated in the articles of association.

On the other hand, due to the company's long-term failure to distribute dividends as agreed, preferred shareholders are restored to the same voting rights as ordinary shareholders, and can participate in the company's business decisions and participate in voting together with common shares, which can be referred to as "restored voting rights" of preferred shares. The Guiding Opinions stipulate that if the company fails to pay dividends on preferred shares as agreed for three fiscal years or two consecutive fiscal years, the shareholders of preferred shares may enjoy the voting rights stipulated in the articles of association. It is important to note that "restored voting rights" do not always exist, and preferred shareholders will no longer have such voting rights when the company pays the dividends owed to them in full.

This is a matter of dividing the equity of a joint-stock company.

It is divided into common stock and preferred stock.

The biggest difference between the two is that preferred shares have priority over common shares in dividends and repayments, but do not have voting rights; Common shares have voting rights.

According to the regulations, China's policy has not formally introduced preferred shares before, that is to say, enterprises cannot issue preferred shares, it seems that the pilot of preferred shares began last year, and those who meet the relevant conditions can be issued.

You have to figure out what preferred stock is, and preferred stock is often seen as a hybrid, a valuable one in between. It has a preferential right to receive dividends over common stock (dividends are paid regardless of whether the company is profitable or not), so it must give up decision-making power, otherwise it will be unfair to common stock. Do you think so?

Preferred shares include state shares and state-owned corporate shares, etc., and it is necessary to understand the history of China's first reform, that is, the reform of equity division. **In the early days of the establishment of the a** field of listed companies divided into two categories, that is, the circulating public shares and the non-circulating state shares of corporate shares, etc., resulting in different shares of different rights, simply put, the state holding, at this time the major shareholder is as a ** rather than an entrepreneur, social capital has no right to speak at all, can not vote with hands can only vote with feet. The end result is that most private capital is mainly speculation rather than investment, and corporate performance is getting worse and worse.

Some. According to the "Guiding Opinions on Carrying out the Pilot Program of Preferred Shares":

5) Restrictions on voting rights. Shareholders of preferred shares do not attend the general meeting of shareholders and have no voting rights except in the following cases:

1) Amend the articles of association related to preferred shares;

2) Reducing the registered capital of the company by more than 10% at one time or cumulatively;

3) Merger, division, dissolution or change of corporate form;

4) issuance of preferred shares;

5) Other circumstances stipulated in the articles of association.

In addition to the resolution of the above matters, it shall be passed by more than two-thirds of the voting rights held by the shareholders of ordinary shares (including shareholders of preferred shares whose voting rights have been restored) present at the meeting, and by more than two-thirds of the voting rights held by the shareholders of preferred shares (excluding shareholders of preferred shares whose voting rights have been restored) present at the meeting.

Preferred shareholders have the right to vote. Due to the company's long-term failure to distribute shares and dividends as agreed, preferred shareholders are restored to the same voting rights as ordinary shareholders and can participate in the company's business decisions. According to the Guiding Opinions, if the company fails to pay dividends on preferred shares as agreed for three fiscal years or two consecutive fiscal years, the preferred shareholders have the right to attend the general meeting of shareholders, and each preferred share has the right to vote as stipulated in the company's articles of association.

For preferred shares whose dividends are accruable to the next fiscal year, voting rights are restored until the company pays the dividends owed in full. For preferred shares with non-cumulative dividends, voting rights are restored until the company pays the full amount of the remaining interest for the year.

Although preferred shareholders generally do not participate in the company's business decisions and their voting rights are restricted, it does not mean that preferred shareholders do not have voting rights. Preferred shareholders have voting rights in two situations. One situation is that when the company votes on major matters that are closely related to the interests of the preferred shareholders, the preferred shareholders have the right to vote, and the voting is classified with the common shares, and such voting can be referred to as the "inherent voting rights" of the preferred shareholders.

In addition to the approval of more than 2 3 of the voting rights held by the ordinary shareholders present at the meeting, the following five matters must also be approved by more than 2 3 of the voting rights held by the preferred shareholders attending the meeting: 1. Amend the content related to preferred shares in the articles of association; 2. Reduce the registered capital of the company by more than 10% once or cumulatively; 3) Merger, division, dissolution or change of corporate form; 4) issuance of preferred shares; 5) Other circumstances stipulated in the articles of association. On the other hand, due to the company's long-term failure to distribute dividends as agreed, preferred shareholders are restored to the same voting rights as ordinary shareholders, and can participate in the company's business decisions and participate in voting together with common shares, which can be referred to as "restored voting rights" of preferred shares.

If the company fails to pay dividends on preferred shares as agreed for three fiscal years or two consecutive fiscal years, the shareholders of preferred shares may enjoy the voting rights stipulated in the articles of association. It is important to note that "restored voting rights" do not exist all the time, and preference shareholders will no longer have such voting rights when the company pays the dividends owed to the preferred shares in full.

The remaining shareholders of the preferential group have the right to vote. Since the company has not distributed dividends as agreed for a long time, preferred shareholders are restored to the same voting rights as ordinary shareholders and can participate in the company's business decisions. According to the Guiding Opinions, if the company fails to pay dividends on preferred shares as agreed for three fiscal years or two consecutive fiscal years, the preferred shareholders have the right to attend the general meeting of shareholders, and each preferred share has the right to vote as stipulated in the articles of association.

For preferred shares whose dividends are accruable or carried over to the next fiscal year, voting rights are restored until the company pays the dividends owed in full. For preferred shares with non-cumulative dividends, voting rights are restored until the company pays the current year's dividends in full.

What is the minimum amount of initial capital contribution by a shareholder.

Legal Persons and Shareholders Liability of Legal Persons and Shareholders Who has the greatest responsibility.

Which is more risky, shareholders or legal persons?

The voting rights of the preferred shares refer to the shareholders of the preferred shares in the event of any of the following circumstances, and the shareholders of the preferred shares shall be notified of the late resolution of the shareholders' meeting of the company, and the shareholders of the preferred shares shall have the right to attend the meeting of the general meeting of shareholders and vote on the following matters with the shareholders of ordinary shares

amending the Articles of Association relating to preferred shares;

Reducing the registered capital of the company by more than 10% once or cumulatively;

Merger, division, dissolution or change of corporate form;

issuance of preferred shares;

Other circumstances stipulated in the articles of association.

Correct] Preferred shareholders have no voting rights at the shareholders' meeting and are restricted from participating in the operation and management of the company, and only have the right to vote on the issue of the rights of the preferred shares.

Preferred shares refer to the types of shares that are separately prescribed in addition to ordinary shares in accordance with the Company Law, and the holders of the shares have priority over the shareholders of ordinary shares in the distribution of the company's profits and surplus property, but the rights to participate in the company's decision-making and management are restricted. Preferred shareholders shall have priority in distributing the company's profits to ordinary shareholders in accordance with the agreed coupon dividend rate, and the company shall not distribute profits to ordinary shareholders until the agreed dividends are fully paid. The preferential rights of preferred shareholders are mainly as follows:

1) Priority in dividend distribution. For the general provisions of the preferred stock rules, the preferred shareholders can enjoy the basic dividends, (2) the priority of distribution of the remaining assets. When the company declares liquidation or bankruptcy, the preferred shareholders can obtain the right to repay the remaining assets before the common shareholders.

3) Limited voting rights. Holders of preferred shares generally do not participate in the management of the company and do not have the right to vote on major decisions. However, when it comes to the rights and interests of preferred shareholders, they have the right to vote.

4) Right of Redemption. The main difference between preferred stock and corporate bonds is not an exit. However, many articles of association provide for the redemption of preferred shares, i.e., under certain conditions, the company can acquire and issue preferred shares for a certain range of preferred shares**.

[Legal basis].

Article 71 of the Company Law of the People's Republic of China stipulates that shareholders of a limited liability company may transfer all or part of their equity to each other. The transfer of equity by a shareholder to a person other than the shareholder shall be subject to the consent of more than half of the other shareholders. Shareholders shall notify other shareholders in writing to solicit consent for their equity transfer, and if other shareholders do not reply within 30 days from the date of receipt of the written notice, they shall be deemed to have agreed to the transfer.

If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall purchase the transferred equity; If you do not purchase it, you will be deemed to have agreed to the transfer. For the equity transferred with the consent of the shareholders, under the same conditions, other shareholders have the right of first refusal. If two or more shareholders claim to exercise the right of first refusal, negotiate with Lutong to determine their respective purchase ratios; If the negotiation fails, the right of first refusal shall be exercised in accordance with the proportion of their respective capital contributions at the time of transfer.