First, the risk of shareholding
1. The feature of crowdfunding is that investors set up limited partners for the agreement, not company shareholders. At present, the most distinctive link of crowdfunding is that investors do not directly become shareholders of the company, but agree to set up a limited partnership, gather many investors internally, and join the target company with a single meaning. At present, almost all equity crowdfunding platforms adopt the partnership model.
2. Crowdfunding mode has obvious humanization. Partnership is an organizational form different from corporate legal person. It is based on the mutual trust of partners and has obvious humanity. Its characteristics are that * * * has capital contribution, * * has operation, * * * has negative profits and losses, and * * * has risks. Partnership emphasizes the will of the partners. In other words, the biggest foundation for the existence and development of partnership lies in the close contact and high trust between partners. Without this contact and trust, partnership will become fragile and full of variables. Among all shareholders, investors enter into a partnership agreement to form a limited partnership and become limited partners. Not only do they have no basis of trust with each other, but also because of their status as limited partners, they have no right to carry out partnership affairs externally, but special general partners must carry out partnership affairs. It is difficult to predict the vitality of a partnership that lacks a foundation of trust internally and is difficult to claim rights externally.
3. Incompleteness of shareholders in safeguarding the interests of general partners. Some people think that the general partner of a limited partnership will faithfully perform its obligations and protect the interests of all partners. To exercise shareholders' rights in the company is to exercise rights on behalf of the partners. This proposition is an ideal state based on the premise that all partners are highly consistent. Anyone with a little business experience will know that it is almost impossible for all partners and all shareholders to agree. The status of limited partner has become the biggest obstacle for investors to claim shareholders' rights. If you can't claim the rights of shareholders, equity crowdfunding will lose its meaning for investors.
Second, the risks brought by the "trap" of leading investment.
1. This project is a "credit enhancement" in financing. After the financing demand is released, the financier will often look for professional investors with investment experience to subscribe for some shares first and then become the lead investor. After other investors subscribe in full, the lead investor will take the lead in setting up a limited partnership and a general partner. Other investors are limited partners, and the lead investor will perform affairs on behalf of the limited partnership. "Credit enhancement" of the project will enhance investors' confidence, solve the problem of low credit of the financier and promote the smooth completion of financing.
2. Improve solvency with the risk of credit upgrading and interest rate reduction. In the financial field, credit enhancement is often used in financing, and its role is to reduce risks and improve solvency. On the other hand, the position of major investors in the public has neither reduced the risk of the project nor improved the solvency. In fact, it has not substantially improved the credibility of the project.
3. The role of the lead investor is also easy to induce moral hazard. After the start of financing, the financier and the lead investor have actually reached a close relationship. Leading investors not only play a very important role in whether the financing can be completed on schedule, but also actually perform their shareholder rights in the company on behalf of many investors in the future company management. Whether he can faithfully represent the interests of investors and exercise his rights actually depends on the personal quality of the lead investor. However, it can be found that there are not too many constraints on the behavior of the leading investors in the whole process. On the contrary, the actual benefits they get are quantifiable and visible.
Legal basis:
Article 46 of the Securities Law of People's Republic of China (PRC) * * * An application for listing of securities shall be submitted to the stock exchange, which shall examine and approve it according to law, and both parties shall sign a listing agreement. The stock exchange arranges the listing and trading of government bonds according to the decision of the department authorized by the State Council.
Derivative problem:
What is the number of shares that can be purchased?
The market value held by investors determines their online subscription quota. The market value held by investors is based on the unit of investors, and is calculated according to the daily average market value held in the first 20 trading days (including T-2) on T-2 (T-2 is the online subscription date determined in the issuance announcement, the same below). One subscription unit can be subscribed for every market value of 65,438+00,000 yuan, and the part less than 65,438+00,000 yuan is not included in the subscription amount. Each subscription unit is 65,438+0,000 shares, and the number of subscriptions is 65,438+0,000 shares or an integer multiple thereof, but at most it does not exceed one thousandth of the initial number of shares issued online and does not exceed 99.999 million shares.