Welcome to my “Large our equity.”
A large shareholder is a large shareholder of the stock, which means that the shareholder compared with the rest of the shareholders, it accounted for the largest proportion. The controlling shareholder must be a large shareholder, but the major shareholder is not necessarily the controlling shareholder.
A controlling shareholder is a shareholder whose share ratio is large enough to affect the day-to-day operations and significant decisions of the company. The controlling shareholder is also divided into absolute holdings (accounting for more than 50%) and relative holdings (less than 50% but greater than 30%).
A controlling shareholder is a shareholder whose share ratio is large enough to affect the day-to-day operations and significant decisions of the company. The controlling shareholder is also divided into absolute holdings (accounting for more than 50%) and relative holdings (less than 50% but greater than 30%).
Shareholders of a joint stock limited company attended the general meeting and held a share right for each share held. The resolution of the shareholders' meeting shall be approved by more than half of the voting rights held by the shareholders present at the meeting. The shareholders' meeting shall adopt a resolution of 2/3 or more of the voting rights held by the shareholders present at the meeting by the merger, division or dissolution of the company. The amendment of the articles of association must be passed by more than 2/3 of the voting rights held by the shareholders attending the shareholders' meeting. Shareholders may entrust agents to attend the shareholders' meeting. The agent shall submit the power of attorney to the Company and exercise the voting right within the scope of authorization. The shareholders have the right to access the articles of association, the minutes of the shareholders' meeting and the financial accounting report, and make suggestions or questions about the operation of the company. Shareholders 'meeting, the resolution of the board of directors violates the laws and administrative regulations, violates the legitimate rights and interests of shareholders, shareholders have the right to the people' s court to request the cessation of the illegal acts and violations of litigation.
On the evening of July 22, 2014, the Shanghai Stock Exchange promulgated the "Pre-disclosure of Shareholders of Listed Companies" (draft for solicitation), and further regulated and restrained the reduction of shareholders of listed companies. The industry is expected, the Shenzhen Stock Exchange will also publish such comments in the near future.
The draft is clearly stipulated that the controlling shareholder (or the largest shareholder) of the listed company, the actual controller and its concerted action, or shareholders holding more than 5% of the shares, if the next six months through the securities trading system to focus If the bid or bulk transaction is a separate or consolidated reduction of the shares, it may reach or exceed 5% of the issued shares of the listed company, and the Company shall notify the listed company and disclose its reduction plan in advance of the first trading day.
Before the gorgeous family (600,503) and some listed companies due to illegal reduction by the exchange of criticism, a broker said that it is because there are shares before the listed companies to fight policy edge, and the occurrence of illegal reduction of the situation, the investment Which caused damage to the interests of the Shanghai Stock Exchange and other regulatory authorities will clearly issue a document on the major shareholders of listed companies to reduce the behavior of the norms and constraints to protect small and medium investors.
The draft is clearly stipulated that the controlling shareholder (or the largest shareholder) of the listed company, the actual controller and its concerted action, or shareholders holding more than 5% of the shares, if the next six months through the securities trading system to focus If the bid or bulk transaction is a separate or consolidated reduction of the shares, it may reach or exceed 5% of the issued shares of the listed company, and the Company shall notify the listed company and disclose its reduction plan in advance of the first trading day.
Before the gorgeous family (600,503) and some listed companies due to illegal reduction by the exchange of criticism, a broker said that it is because there are shares before the listed companies to fight policy edge, and the occurrence of illegal reduction of the situation, the investment Which caused damage to the interests of the Shanghai Stock Exchange and other regulatory authorities will clearly issue a document on the major shareholders of listed companies to reduce the behavior of the norms and constraints to protect small and medium investors.
The right to know
The Company Law stipulates that the shareholders of the limited liability company have the right to access and copy the articles of association, the minutes of the shareholders' meeting, the resolutions of the board meeting, the resolutions of the board of supervisors and the financial and accounting reports; the shareholders of the joint stock limited company have the right to access the articles of association, Stubs, meetings of shareholders' meetings, resolutions of board meetings, resolutions of board of supervisors, financial and accounting reports, suggestions or questions on the operation of the company.
The directors and supervisors and senior management personnel shall truthfully provide the relevant information and information to the supervisors or the supervisors of the limited liability companies without the board of supervisors, and shall not prevent the supervisors or supervisors from exercising their functions and powers; have the right to know the remuneration of the directors, supervisors and senior executives from the company; Shareholders (large) will have the right to require directors, supervisors, and senior management to attend the shareholders 'meeting and accept the shareholders' questions. The public can apply to the company registration authority for company registration matters, the company registration authority should provide inquiry services.
Shareholders in the business sector to exercise the right to know, to obtain relevant information should be to the business sector to provide their own identity documents. If the business department is required to provide other materials such as shareholder certificate to prove the identity of the shareholders, the shareholder may apply for the company to assist in making and issuing. In view of the interests of the shareholders, shareholders do not want to check the information in business when the company was informed, you can also ask a lawyer for inquiries. Anonymous shareholders do not apply documents to check the way business information. Because the business sector can not directly verify the true identity of shareholders. Anonymous shareholders query company business registration information only through the company to assist or lawyer inquiries.
Shareholders have the right to participate (or entrust representatives to participate) shareholders (large) and according to the proportion of shares or other agreed exercise of voting rights, the right to vote. The Company Law also gives the right to revoke the request for violation of the resolution, which stipulates that if the shareholders 'meeting or the shareholders' meeting or the board of directors convenes the procedure, the voting means violates the laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, Within 60 days from the date of the resolution, request the people's court to withdraw.
The Company Law stipulates that the shareholders of the limited liability company have the right to access and copy the articles of association, the minutes of the shareholders' meeting, the resolutions of the board meeting, the resolutions of the board of supervisors and the financial and accounting reports; the shareholders of the joint stock limited company have the right to access the articles of association, Stubs, meetings of shareholders' meetings, resolutions of board meetings, resolutions of board of supervisors, financial and accounting reports, suggestions or questions on the operation of the company.
The directors and supervisors and senior management personnel shall truthfully provide the relevant information and information to the supervisors or the supervisors of the limited liability companies without the board of supervisors, and shall not prevent the supervisors or supervisors from exercising their functions and powers; have the right to know the remuneration of the directors, supervisors and senior executives from the company; Shareholders (large) will have the right to require directors, supervisors, and senior management to attend the shareholders 'meeting and accept the shareholders' questions. The public can apply to the company registration authority for company registration matters, the company registration authority should provide inquiry services.
Shareholders in the business sector to exercise the right to know, to obtain relevant information should be to the business sector to provide their own identity documents. If the business department is required to provide other materials such as shareholder certificate to prove the identity of the shareholders, the shareholder may apply for the company to assist in making and issuing. In view of the interests of the shareholders, shareholders do not want to check the information in business when the company was informed, you can also ask a lawyer for inquiries. Anonymous shareholders do not apply documents to check the way business information. Because the business sector can not directly verify the true identity of shareholders. Anonymous shareholders query company business registration information only through the company to assist or lawyer inquiries.
Shareholders have the right to participate (or entrust representatives to participate) shareholders (large) and according to the proportion of shares or other agreed exercise of voting rights, the right to vote. The Company Law also gives the right to revoke the request for violation of the resolution, which stipulates that if the shareholders 'meeting or the shareholders' meeting or the board of directors convenes the procedure, the voting means violates the laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, Within 60 days from the date of the resolution, request the people's court to withdraw.
The shareholders have the right to elect and be elected as a member of the board of directors and a member of the board of supervisors.
Shareholders have the right to obtain dividends in accordance with the laws, regulations and the articles of association, and then pay the liquidation expenses, wages, social insurance expenses and statutory compensation respectively, and pay the remaining taxes assets.
Dissolution of company claims
Article 182 of the Company Law stipulates that the shareholders of the Company who hold more than 10% of the voting rights of all the shareholders of the Company may request the dissolution of the people's court if the company has serious difficulties in the management of the Company and continues to continue to cause significant losses to the shareholders' interests and cannot be resolved through other means. "Shareholder Representative Litigation" means the directors, supervisors and senior executives of the Company who, in the course of their duties, violate the provisions of laws, administrative regulations or the Articles of Association, cause losses to the Company and the Company is lazy to exercise the right of prosecution. May sue the court in its own name for damages.
mechanism: both representative, but also has a proxy, with the purpose of public welfare. Different from common litigation (representative action) and group litigation.
Plaintiff Qualification: Any shareholder of a limited company, a shareholder of more than 180 consecutive days alone or in total holding more than 1% of the shares of the company shareholders can represent the company litigation.
the scope of the defendant: one is the "Company Law" Article 151 of the directors, supervisors and senior management; the other is Article 151, paragraph 3 of the "others", that is, others violate the legitimate rights and interests of the company, to The company caused the loss of qualified shareholders can also bring shareholders to represent the lawsuit. Where "others" should include any natural person and enterprise that infringes the interests of the company, such as the major shareholder, the actual controller, or the debtor who illegally encroach on the company's assets.
Responsibility has a violation of laws, administrative regulations or the provisions of the company's charter, which led to the occurrence of corporate damage results.
The burden of proof: the principle of imputation in the provisions of the "fault liability", the plaintiff side evidence.
Prerequisites: Shareholders can not directly prosecute the court in general, but should solicit the meaning of the company, that is, in writing, request the board of supervisors (supervisors) or the board of directors (executive director) as a representative of the company to prosecute directors, supervisors, Manager or others. The board of supervisors, the supervisor of the limited liability company without the board of supervisors, or the board of directors, the executive director shall, after receiving the written request from the shareholders of the preceding paragraph, refuse to bring a lawsuit or fail to bring a lawsuit within 30 days from the date of receipt of the request, Immediate litigation will result in irreparable damage to the interests of the company, qualified shareholders have the right to the interests of the company in their own name directly to the people's court proceedings. If a person infringes upon the lawful rights and interests of the company and causes losses to the company, the shareholders may bring a lawsuit to the people’s court in accordance with the aforesaid provisions.
The results of attribution: attributable to the company, rather than individual shareholders. Shareholders only in accordance with the proportion of their equity in the financial share of the shareholders to share the benefits of the return.
Note: Shareholder representative action to solve the past in the company's rights and interests of the main body of the problem.
Shareholders in the company when the new capital or the issuance of new shares in the same conditions have the right to subscribe, the shareholders of the company also enjoy the transfer of equity to other shareholders of the preferential rights.
The full name of the provisional shareholders meeting the right to convene
In order to be able to expand the interests of the company and realize the interests of the shareholders, if the shareholders meet certain conditions, the shareholders may propose to convene the provisional shareholders 'meeting in the special meeting of the non-shareholders' meeting, but there are special circumstances. Note: The limited level of the company is mainly embodied as "separate shareholder rights", at the level of the limited company is mainly embodied as "minority shareholders" to safeguard the interests of minority shareholders.
First, comply with laws, administrative regulations, and articles of association;
Second, paid in full and on time, shall not flee capital;
Third, shall not abuse the rights of shareholders harm the interests of the company or other shareholders; should be liable for compensation.
Fourth, the company may not abuse the independent status of the company and the limited liability of shareholders to damage the interests of corporate creditors. Where a shareholder of the Company abuses the independent status of a corporation and has limited liability for shareholders and evades the debt and seriously damages the interests of the creditors of the company, it shall bear joint and several liabilities for the debts of the company.
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