5%.
Regardless of whether the holding reaches 5% of the total share capital through primary, secondary market or over-the-counter transactions, an announcement must be made within three working days if the holding reaches 2%.
Shareholders holding more than 5% of the total share capital must make an announcement within three working days if they reduce their holdings by 2%. They must make an announcement within three working days if they reduce their holdings to less than 5%. No announcement is required for subsequent reductions.
If an individual or legal person holds more than 30% of the shares, he or she must apply to the China Securities Regulatory Commission for exemption from tender offer and make an announcement.
The contents of the announcement include: holder, controller of the holder, time of change, quantity of change, quantity before and after the change, announcer, and date of announcement.
What evidence is required to determine shareholder qualifications?
According to the formal and substantive requirements for the identification of shareholder qualifications, evidence that assists in proving shareholder qualifications can also be divided into formal and substantive evidence.
1. Formal requirements evidence 1. Industrial and commercial registration.
Industrial and commercial registration mainly provides a channel for external third parties to identify company shareholders. When it comes to the controversial determination of shareholder qualifications of a limited company, it cannot be directly concluded that the industrial and commercial registered shareholders are the shareholders of the company based only on the industrial and commercial registration records.
For the acquisition of shareholder qualifications, industrial and commercial registration only has the function of declaration and publicity, and does not have the nature and function of establishing rights.
2. Articles of Association.
The company's articles of association are formulated by the company's founder to regulate various rights and obligations within the company. It stipulates the company's organization, internal relations and the basic principles for conducting business activities. It is also the basic basis for the company's establishment.
The articles of association of a limited liability company shall indicate the names of shareholders, and shareholders shall sign or seal the articles of association.
The act of a shareholder signing the company's articles of association is essentially the shareholder's confirmation of the validity of the company's articles of association and their recognition of the contents recorded in the company's articles of association, including their willingness to become a shareholder of the company and accept the constraints of the company's articles of association, as well as the identity of other shareholders who signed the company's articles of association.
It is recognized that, therefore, the records in the company's articles of association have the highest evidentiary effect in confirming the qualifications of shareholders.
3. Register of shareholders.
The shareholder register has the following characteristics: the shareholder register is a must-have document for limited liability companies and joint-stock companies; the shareholder register must record the name of the shareholder, the number of shares held, etc.; when a shareholder transfers equity or other matters that need to be changed occur, the shareholder register must be changed
The company should make changes; the records in the shareholder register have presumption of rights, that is, although it is not the basis for determining the rights of shareholders, it is the basis for determining who can claim the formal qualifications of shareholders without proof (the most important legal feature)
.
4. Certificate of investment.
The capital contribution certificate is an important security that reflects the status or equity interests of the shareholders of a limited liability company. It is a written certificate provided by the company to shareholders and an internal certificate for shareholders to prove against the company that they have fulfilled their obligation to contribute capital to the company.
2. Evidence of substantive requirements 1. Evidence of actual investment.
For example, transfer voucher or receipt issued by the company, etc.
2. Equity transfer, donation contracts or other documents.
Shareholders of a company who acquire equity through inheritance can rely on such evidence to prove their acquisition of shareholder qualifications.
3. Evidence of participation in the company’s operation and management.
For example, signed and confirmed shareholder meeting resolutions, meeting minutes, etc.
4. Evidence of dividends.
For special persons who have both shareholder qualifications and employee status, the company should be required to clearly indicate the purpose of the transfer when transferring funds to distinguish whether the transfer is dividends, wages, or the payment of benefits.
Among the many pieces of evidence mentioned above, the company's articles of association have the highest probative effect.
Because the company's articles of association are not only binding on internal shareholders, but also have a publicity effect on outsiders of the company after being registered with the industry and commerce.
Therefore, the company's articles of association have both formal and substantive requirements.