Identification of actual controller of listed company

Legal analysis: 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 actual controller does not directly hold the shares of the company. For the determination of the actual controller, the factors to be considered should be open-minded. The main and common factors and standards are as follows: 1. Whether the company's equity structure or disposable voting rights directly or indirectly hold more than 30% of the company's equity; Whether the parties have signed a concerted action agreement or authorization agreement, and whether the sum of their respective shareholding ratios exceeds 30%. 2. The degree of control over the company's board of directors, whether the selection of more than half of the members of the company's board of directors can be determined by the actual voting rights of the company's shares. 3. Whether the degree of control over the company's senior management can have a decisive influence on the appointment and removal of the company's senior management through controlling the company's board of directors, or have a decisive influence on the decision-making of the company's senior management through other relationships.

Legal basis: Article 216 of the Company Law of People's Republic of China (PRC) The meanings of the following terms in this Law: (1) Senior managers refer to the managers, deputy managers, financial officers, secretary of the board of directors and other personnel stipulated in the articles of association of a listed company. (2) 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. (3) "Actual controller" refers to a person who is not a shareholder of the company, but can actually control the company's behavior through investment relations, agreements or other arrangements. (4) Relationship refers to the relationship between the controlling shareholder, actual controller, directors, supervisors and senior managers of the company and the enterprises directly or indirectly controlled by them, as well as other relationships that may lead to the transfer of the company's interests. However, state-controlled enterprises are not related only because they are controlled by the state.