Generally speaking, all shareholders want to control listed companies, so as to protect their own interests and maximize their interests. In recent years, the equity disputes of many listed companies are essentially the control disputes of listed companies. Some shareholders of listed companies are fighting for control, but some listed companies have evolved from having actual controllers to not having actual controllers. From "yes" to "no", there are not only the results of fundamental changes of listed companies, but also factors that people with ulterior motives deliberately do.
There are many reasons why listed companies have no actual controllers. Some are "born". For example, when Jiangyin Bank went public, its equity was extremely dispersed, and Jiangyin Changjiang Investment Group, the largest shareholder, only held 4.36% of the shares, so its control over listed companies was self-evident. Some of them are the result of reduction. Mei Yan's good fortune is the most typical example. Meiyan Industry, the former largest shareholder of listed companies, realized clearance and reduction through the secondary market, which led to the unpredictable first shareholder of Meiyan Jixiang. Once the 20 15 stock market stabilized, the securities company unexpectedly increased its holdings to the largest shareholder. Some of them are caused by equity expansion. For example, after the implementation of Changdian Technology's issuance of shares to purchase assets, listed companies will change from controlling shareholders and actual controllers to non-controlling shareholders and actual controllers. Wait, wait, wait
For a listed company, if its corporate governance is flawed, then the actual controller may run amok, which is most obvious in the listed company Qiu Hui Technology. Gu Guoping and Xianyan, the original controllers of Qiu Hui Science and Technology, have long concealed the identity of the controllers, but they have not "hindered" their reckless behavior. 100 1 proposed farce, that is, Xianyan was manipulated by the actual controller, and its severity was rare in the history of A shares. However, if the corporate governance of listed companies is well organized and the internal control mechanism can play a role, it can maintain normal operation even without actual controllers.
But there is no actual controller, which may cause many problems. For example, according to the Measures for the Administration of Major Assets Reorganization of Listed Companies, a key point in the reorganization and listing is the identification of the actual controller. If the listed company has no actual controller, it will be much easier to restructure its listing. Therefore, many listed companies make a fuss about the actual controller when implementing major asset restructuring, and "package" themselves into the illusion that there is no actual controller to avoid restructuring and listing, which also frequently attracts inquiries from the regulatory authorities.
In addition, listed companies without actual controllers, especially high-quality companies or listed companies with scarce resources, are easy to attract the attention of "barbarians at the door". For example, the recent tender offer of Aijian Group, which holds financial licenses such as securities and trusts, and ST Biochemical, which has a blood product license, has attracted the attention of the market. Guangzhou Fund, a Chinese dolphin enterprise and concerted party initiated by Aijian Group, holds only 5% of the shares and has just touched the placard; Zhejiang Mintou and Zhejiang Mintou Industry, the concerted actions of Zhejiang Mintou Tian Hong, the acquirer of ST Biochemical, hold 2.5 1% equity of ST Biochemical, without even touching the placard. The strength of the acquirers of the two listed companies comes from the low shareholding ratio of their largest shareholders and the lack of actual controllers. Imagine, if the largest shareholders of two listed companies both hold more than 50%, who will come up with the idea of tender offer?
Based on the phenomenon that listed companies have no actual controllers, the author thinks it is necessary to improve the system. For example, for reorganization and listing, the recognition criteria can be relaxed. As long as it reaches one of the five standards of 100%, it should be considered as reorganization and listing, so as to plug the loopholes of listed companies in making a fuss about the actual controller. For another example, for listed companies without actual controllers, frequent equity disputes, especially the tender offer phenomenon such as Aijian Group, can raise the threshold of tender offer, such as stipulating that the shareholding must reach 10% before a tender offer can be initiated. Generally speaking, it is necessary to improve the system and strengthen market supervision to prevent people with ulterior motives from using listed companies without actual controllers to steal market interests and create new unfairness in the market.