Extended data:
First, the absolute control line-67%
Interpretation of some major issues of major decisions such as changes in the company's share capital, increase or decrease of the company's capital, revision/division of the company's articles of association, merger and change of major projects requires the support of more than two-thirds of the votes.
1. Absolute control applies to the shareholders' meeting of both limited liability companies and joint stock limited companies. Comparatively speaking, the shareholders' meeting requires more than two-thirds of the voting rights present at the meeting, but it does not require that the shareholders of a joint stock limited company must account for more than two-thirds.
2. Two thirds of the total, that is to say, 67% of the absolute control line is inaccurate, and more than two thirds can be 66.7%, 66.67%, etc.
3. There is a proviso trap in Article 42 of the Company Law, that is, the articles of association can stipulate whether the shareholders will exercise their voting rights in proportion to their capital contribution. If the agreement is no, the 67% absolute control line will lose its corresponding meaning.
Second, the relative control line -5 1%
Explain some simple decisions, hire independent directors, elect directors and chairman, hire deliberative bodies, hire accounting firms, and hire/dismiss general managers. If the company wants to go public, it can also control the company through 2-3 dilutions.
1, the company law only has a majority voting clause in a company limited by shares. In other words, for a limited liability company, the company law does not clearly stipulate the procedures for ordinary resolutions of the shareholders' meeting, but allows shareholders to make their own decisions through the articles of association.
2. Limited liability companies must grasp the difference between "more than half" and "more than half" and "more than half" when making free agreements. More than half does not contain 50%, and the latter two contain 50%. "More than half" and "more than half" must be avoided in the articles of association, otherwise there may be contradictions in the resolutions of the shareholders' meeting.
3. At the same time, it is necessary to clearly state whether it is "more than half of the shareholders" or "shareholders holding more than half of the voting rights" when freely agreeing. There is no need to explain the two different situations too much.
Third, the safety control line-34%
Shareholders holding shares above 1/3, and their shareholders' shares do not conflict with him, are called veto holding, and they have one vote of veto.
1. Compared with the absolute control line, more than two-thirds of the voting rights are passed through matters related to the life and death of the company. If one shareholder holds more than one-third of the shares, then the other shareholder can't reach more than two-thirds of the voting rights, so those matters of life and death can't pass, thus controlling the lifeline and then showing the right of security control.
2. But the so-called one-vote veto is only a matter of life and death, and other matters that require more than half of the votes cannot be vetoed.
3. Similarly, 33.4% and 33.34% can be used as "safety control lines".
Four, the tender offer line of listed companies -30%
If the purchaser holds 30% of the issued shares of a listed company through securities trading in the stock exchange and continues to increase his holdings, he shall make an offer in the form of a comprehensive offer or a partial offer.
References:
Baidu Encyclopedia-Actual Control