Legal analysis
Controlling shareholders refer to shareholders 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. Controlling shareholder and actual controller are different concepts. Understanding and application of "the actual controller has not changed" The CSRC defines the company's control right as "the power that can have a significant impact on the resolutions of the shareholders' meeting or actually control the company's behavior, and its origin is the direct or indirect equity investment relationship with the company". According to the above provisions, the direct or indirect owner can be defined as the actual controller. In practice, the CSRC defines the controlling shareholder and the actual controller as the same person. The definition of actual controller in Shanghai and Shenzhen Stock Exchanges is inconsistent. The listing rules of Shanghai Stock Exchange are still consistent with the Company Law, and the actual controller is defined as a person who is not a shareholder of the company. However, the Listing Rules of Shenzhen Stock Exchange defines the actual controller as "a natural person, legal person or other organization that can control or actually control the company's behavior through investment relations, agreements or other arrangements. "To sum up, in practice, the actual controller refers to a natural person, legal person or other organization that can actually control the company's behavior through investment relations, agreements or other arrangements, although it does not directly hold the company's shares, or its directly held shares do not meet the proportion required by the controlling shareholder.
legal ground
Article 84 of the Civil Code of People's Republic of China (PRC) * * * The controlling investors, actual controllers, directors, supervisors and senior managers of profit-making legal persons shall not use their relationships to harm the interests of legal persons; If losses are caused to the legal person by using the related relationship, it shall be liable for compensation.