In order to better grasp the review dynamics of the determination of the actual controller, this article will interpret the identification of the actual controller in the IPO review based on relevant cases.
Case.
1. Advertised shares (301181).
Zhao Jianming, the director of the issuer, is the father of Zhao Qi and indirectly holds the issuer 102% of the shares (advertised** holding issuer 4.)44% of the shares), which is a person acting in concert with the actual controller. 1. The basis for determining that Zhao Qi is the actual controller of the issuer
1) Zhao Qi has a decisive influence on the shareholders of the issuer (large) meetingZhao Qi, as the founder of Advertised Limited, has always controlled more than 51% of the voting rights of the issuer since the date of the establishment of the company, and controlled more than 67% of the voting rights of the issuer through direct and indirect means during the reporting period,......Zhao Qi controls more than two-thirds of the voting rights of the issuer and can have a significant impact on the resolutions of the shareholders' meeting of the issuer. The resolutions of the previous shareholders' (general meeting) meetings of the issuer have been unanimously passed by the shareholders with voting rights, and there is no inconsistency of voting opinions. (2) Zhao Qi has a significant influence on the board of directors of the issuer, and the issuer has seven existing directors, and Zhao Qi and the flaunting network controlled by Zhao Qi have nominated four non-independent directors and one independent director, and Zhao Qi can have a significant influence on the nomination, appointment and removal of the directors of the issuer. The resolutions of the previous board meetings of the issuer have been unanimously approved by the voting directors, and there is no inconsistency of voting opinions. (3) Zhao Qi has a significant influence on the operation and management of the issuer Since 2009, Zhao Qi has served as the executive director and chairman of the board of directors of the issuer and the issuer respectively, and is the core of the issuer's leadership, which controls the company's strategic direction, leads the introduction of external investors, and continuously enhances the issuer's R&D strength and management stability through equity incentives and talent introduction, which has a decisive influence on the issuer's strategy and its development direction, business policy, investment plan, etc. In summary, the determination that Zhao Qi is the actual controller of the issuer is in line with the objective situation of the company. 2. Zhao Jianming's vote on the board of directors of the issuer is the same as that of Zhao Qi, and he does not hold any position other than a director of the issuer and does not participate in the actual operation and management of the issuerSince February 2017, Zhao Jianming has indirectly held Issuer 102% of the shares, with a low shareholding ratio. Advertised ** is an enterprise jointly held by Zhao Jianming and his close family members, and its shareholding structure is relatively dispersed, and Zhao Jianming cannot control Advertised ** alone in the decision-making of major matters. Nominated by Zhao Qi, Zhao Jianming has served as a director of the issuer since September 2017. Based on his status as a director, Zhao Jianming attended the board of directors in accordance with the provisions of the Company Law, the Articles of Association, and the Rules of Procedure of the Board of Directors, exercised the rights of directors, and his voting opinions in all previous board meetings were consistent with Zhao Qi. Except for the aforesaid positions, Zhao Jianming did not hold any other positions in the issuer, did not receive remuneration from the issuer, and did not actually participate in the management and operation of the issuer. In summary, Zhao Jianming is not a direct shareholder of the issuer, and his indirect shareholding ratio is low, his appointment as a director of the issuer was nominated by Zhao Qi, and he cannot have a significant influence on the issuer at the level of shareholders' meetings and the board of directors, and he does not participate in the daily operation and management of the company, does not play a significant role in the company's business decisions, and does not identify him as the actual controller of the issuer on sufficient and reasonable basis, which is in line with the actual situation of the issuer. According to the above cases, the fact that the spouse or immediate family member of the actual controller holds more than 5% of the shares of the issuer or serves as a director or senior management does not necessarily lead to the aforesaid persons constituting the joint actual controller of the issuer, and such circumstances are only the key verification matters clearly put forward by the regulator for the intermediaries related to the issuance.