1. What are the criteria for determining the controlling shareholder?
1, company law
Paragraph 2 of Article 216 of the Company Law of People's Republic of China (PRC) stipulates that the controlling shareholder refers to the shareholder whose capital contribution accounts for more than 50% of the total capital of a limited liability company or whose shares account for more than 50% of the total share capital of a joint stock limited company; Although the capital contribution or the proportion of shares held is less than 50%, but according to their capital contribution or shares held, shareholders have enough voting rights to the shareholders' meeting and the resolutions of the shareholders' meeting.
2. Provisions of China Securities Regulatory Commission
Article 84 of the Measures for the Administration of the Acquisition of Listed Companies stipulates that in any of the following circumstances, it is the right to control a listed company:
(1) The investor is the controlling shareholder holding more than 50% of the shares of the listed company;
(two) investors can actually control more than 30% of the voting rights of listed companies;
(3) investors can decide to appoint more than half of the members of the board of directors of the company by actually controlling the voting rights of the shares of the listed company;
(4) The voting rights of the shares of the listed company actually controlled by the investors are sufficient to have a significant impact on the resolutions of the shareholders' meeting of the company;
(five) other circumstances identified by the China Securities Regulatory Commission.
Second, the classification of controlling shareholders.
Absolute controlling shareholder: The controlling shareholder owns more than 50% of the voting shares, which can absolutely guarantee the appointment and operation of the senior management of the holding subsidiary.
Relative controlling shareholder: owns less than 50% of the shares, but can still decide the senior management and operation of the subsidiary. Generally speaking, it is the largest shareholder holding less than 50% of the shares, or entrusted by other shareholders, with the most voting rights in total.
Three. Main differences between controlling shareholders and actual controllers and major shareholders.
The actual controller refers to the person who can actually control the company's behavior through investment relations, agreements or other arrangements, although he is not a shareholder of the company.
The major shareholder refers to the shareholder with the largest share; It means that this shareholder has the largest proportion relative to other shareholders. The controlling shareholder must be a major shareholder, but not necessarily a major shareholder. For example, Vanke's major shareholder is China Resources Group, but its shareholding is only about 17%, and it is not the controlling shareholder.
The above article introduces the criteria for determining the controlling shareholder for you. The controlling shareholder has a great influence on the operation of the company. If the controlling shareholder violates the legal provisions and procedures when exercising the right to convene, vote and vote at the shareholders' meeting, then other shareholders may bring a lawsuit within the specified time to demand cancellation, modification and confirmation of the invalidity of the resolutions of the shareholders' meeting.