According to the understanding and application of Article 12 of the Administrative Measures for the Listing of Initial Public Offerings-Opinions on the Application of Securities and Futures LawNo. 1. 1 An issuer, its sponsors and lawyers who claim that more than one person controls the company shall meet the following conditions:
① Everyone must directly hold the shares of the company and/or indirectly control the voting rights of the shares of the company;
(2) The issuer's corporate governance structure is sound and running well, and the situation that many people control the company does not affect the issuer's standardized operation;
(3) The situation that more than one person * * * owns the control right of the company should generally be clarified through the articles of association, agreement or other arrangements. Relevant articles of association, agreements and arrangements must be legal and effective, with clear rights and obligations and clear responsibilities. This situation is stable and effective in the last three years and the expected period after the initial public offering, and * * * has not changed significantly with the number of people who have control over the company;
(4) Other conditions that the issuing audit department believes that the issuer should meet according to the specific circumstances of the issuer.
The issuer, its sponsor institution and lawyers shall provide sufficient facts and evidence to prove the authenticity, rationality and stability of the company's control rights jointly owned by many people. Without sufficient and convincing facts and evidence, their claims will not be recognized. If the relevant shareholders take measures that are beneficial to the stability of the company's control rights, such as share locking, the issuance audit department can take these situations as an important factor to judge that many people jointly own the company's control rights.
If the issuer changes the person who holds the highest proportion of voting rights in the company's shares in the last three years, and the shareholders before and after the change do not belong to the same actual controller, it shall be deemed that the company's control rights have changed.
If the issuer has great uncertainty about the person who holds the highest proportion of voting rights in the company's shares in the last three years, the provisions of the preceding paragraph shall apply mutatis mutandis.