"Investor Protection-Rules, Risk Awareness" 35.

-- "The rights of several major shareholders that small and medium investors must know"

After an investor purchases shares of a listed company, regardless of the number of shares, he or she is a shareholder of the listed company and enjoys the shareholder rights granted by law.

1. what are the rights of shareholders

The rights of shareholders, referred to as equity, refer to the legal right of shareholders to participate in the affairs of the company and enjoy property interests in the company on the basis of the shares or capital contributions held in the company, in accordance with the law or the articles of association of the company.

2. the rights of several shareholders with close relationship with small and medium investors

1. Right of return on assets

Investors buy shares of listed companies, become one of the important purposes of the company's shareholders, is to obtain income. The ways in which shareholders obtain the income from assets mainly include the distribution of dividends by the company, the transfer of the company's shares held to obtain the difference income (I. e. capital gains, that is, the proceeds of buying and selling shares in the secondary market) and the distribution of the remaining property after the dissolution and settlement of the company.

Dividends distributed by listed companies are mainly in the form of cash dividends and stock dividends. Cash dividends, also known as "cash dividends", are the rights of shares issued by listed companies to shareholders in monetary form; stock dividends, also known as "bonus shares" or "bonus shares", are the rights of listed companies to convert distributable profits into shares (bonus shares) and distribute free of charge to shareholders in proportion to their shareholdings.

How to get dividends?

As a shareholder, whether a listed company can receive dividends depends not only on whether the company has distributable profits, but also on the resolution of the company's profit distribution at the general meeting of shareholders. Only in this way can you receive the corresponding company dividends according to your shareholding ratio.

2. Right to know

Although shareholders have delegated the right to operate the company to the board of directors and manager management, shareholders still have the right to know the basic operating conditions of the company. Shareholders shall exercise this right to the extent that it does not affect the normal operation of the company.

Shareholders shall have the right to consult and copy the articles of association, the minutes of the shareholders' meeting, the resolutions of the meetings of the board of directors, the resolutions of the meetings of the board of supervisors and the financial and accounting reports. Shareholders may request access to the accounting books of the company. If a shareholder requests to consult the company's accounting books, he shall submit a written request to the company stating the purpose. If the company has reasonable grounds to believe that the shareholders' access to the accounting books has an improper purpose that may harm the legitimate interests of the company, it may refuse to provide access and reply to the shareholders and explain the reasons. If the company refuses to provide inspection, the shareholder may request the people's court to require the company to provide inspection.

3. The right of dissenting shareholders to request a repurchase.

When the shareholders' meeting makes a decision that has a substantial impact on the shareholders' interests, the shareholders who disagree with the decision have the right to ask the company to buy back their shares at a reasonable price, thereby withdrawing from the company.

In a company limited by shares, the dissenting shareholders may request the company to repurchase their shares only if they object to the resolution of the general meeting of shareholders on the merger or division of the company.

4. Decision-making power on major matters

Small and medium-sized investors can participate in the decision-making of major matters of the company's operation and management as shareholders. The main contents of the decision-making power of shareholders on major matters include the right to vote, the right to propose, the right to convene and the right to question.

-How can I effectively participate in decision-making on major corporate matters?

As a shareholder, you have the right to consult the articles of association of the listed company, the minutes of the general meeting of shareholders, the resolutions of the meetings of the board of directors and the board of supervisors, financial and accounting reports and other documents, and make suggestions or inquiries on the operation of the company, so as to further understand the operation of the company and related business activities. This helps you to participate more effectively in the decision-making of important matters of listed companies.

-Are shareholders only able to participate in the decision-making of major matters of the company at the site of the general meeting of shareholders?

It's not. Shareholders of listed companies can participate in the voting of resolutions of the general meeting of shareholders through online voting. Taking the purchase of stocks listed on the Shanghai Stock Exchange as an example, if a listed company convenes a general meeting of shareholders and provides shareholders with online voting methods, all shareholders registered on the equity registration date of the general meeting of shareholders can pass through the Shanghai Stock Exchange system or other shareholders recognized by the Shanghai Stock Exchange. The voting system of the general meeting exercises voting rights.

5. The right to choose the manager

In order to protect the legitimate rights and interests of investors, the law stipulates that shareholders have the right to participate in the resolutions of the general meeting of shareholders and elect directors and supervisors of the company that they trust and can represent their interests.

In order to prevent "major shareholders" from taking advantage of their shareholding to operate the election of directors and supervisors of listed companies and to correct the shortcomings of the "one share, one vote" voting system, the Company Law provides for a cumulative voting system. This is an important institutional design to effectively protect the rights of public shareholders to elect company directors and supervisors.

If the articles of association provide for a cumulative voting system or the resolution of the general meeting of shareholders to implement a cumulative voting system, then the shareholders of listed companies in accordance with the law to elect the company's directors and supervisors who can represent their interests.

6. Shareholder's right of derivative action

The so-called litigation right refers to the right of the parties to sue and respond to the people's court and request the people's court to exercise judicial power to protect their rights and interests. Shareholder litigation can be divided into direct litigation and derivative litigation. Direct litigation refers to a lawsuit brought by a shareholder against the infringer of his rights on the basis of equity for damages caused within his personal scope. A derivative action is an action in which a shareholder, acting on behalf of the company, sues an infringer in his own name against the interests of the company.

1) If the contents of the resolutions of the general meeting of shareholders and the board of directors of the company violate laws and administrative regulations, the shareholders may request the court to determine that the resolutions are invalid, if the convening procedures and voting methods of the general meeting of shareholders and the board of directors violate laws, administrative regulations or the articles of association, or if the contents of the resolutions violate the articles of association, the shareholders may request the people's court to revoke them.

2) If the company refuses the shareholder's reasonable request for inspection of the company's accounting books, the shareholder may request the people's court to require the company to provide inspection.

3) If the dissenting shareholder fails to reach an equity purchase agreement with the company, the dissenting shareholder may file a lawsuit in the people's court;

4) If a director or senior manager violates the provisions of laws, administrative regulations or the articles of association of the company and harms the interests of shareholders, the shareholders may bring a lawsuit to the people's court to demand that they bear the liability for compensation;

5) If there are serious difficulties in the operation and management of the company, and the continued existence will cause significant losses to the interests of shareholders, which cannot be solved through other means, shareholders holding more than 10% of the voting rights of all shareholders of the company may apply to the court for dissolution of the company.

Right to make provisional proposals

The right of shareholders to propose proposals refers to the right of shareholders to propose issues or proposals to the general meeting of shareholders. Shareholders who individually or collectively hold more than 3% of the company's shares may submit an interim proposal and submit it in writing to the board of directors ten days before the general meeting of shareholders is held. The board of directors shall notify the other shareholders within two days after receiving the proposal, and submit the interim proposal to the general meeting of shareholders for deliberation. This provision enriches the rights of shareholders, helps the company protect the interests of minority shareholders, and is necessary to achieve a balance of constraints in corporate governance.

The law of our country has made very detailed provisions on the rights of shareholders of listed companies. If investors want to have a deeper understanding of their shareholders' rights, they can consult the the People's Republic of China Company Law, the Code of Governance of listed companies, the guidelines on Cash dividends of listed companies, the detailed rules for the implementation of online voting at shareholders' meetings and other laws, departmental rules and business rules of the Shanghai and Shenzhen stock exchanges.