Dry goods | specific details and terms of the Concerted Actors Agreement

Specifically, this agreement is actually easier for master, because most of the content and terms of the "Concerted Action Agreement" announced are relatively simple, but the master wants to give your brothers about the specific details of this agreement.

What are the actions of concerted action?

1. Concerted action mainly refers to the right to convene, vote and vote at shareholders' meetings and board meetings, etc., and the specific agreement shall prevail.

2. The meaning of the so-called concerted action refers to the adoption of a common vote, that is, when there is an incident at the shareholders' meeting and the board of directors, the concerted action person cannot say that one must vote against and the other vote in favor.

What is the purpose of the Concerted Actors Agreement?

1. Improve decision-making efficiency. If there are five or seven seats on the board of directors, for example, if three shareholders in the five seats are acting in concert, the efficiency of decision-making will naturally increase. Of course, it is not all the agreements of the first few major shareholders to sign a concerted action, and there are also many small shareholders and major shareholders. The reasons are not the same.

2. Ensure the sustainable and stable development of the company. The company will inevitably have some noise or short-term interest demands in the process of development, that the company to long-term sustainable development, there must be a strong core team to maintain the company's sustainable operation ability to implement and achieve.

3. Maintain stable control. In fact, it is also a major means in order to maintain control and decision-making power in the process of listing a company. Tell some minority shareholders outside that the decisions we make may represent the company's decisions.

4. Of course, when the tender offer (30%) may be triggered, the shareholding ratio of the previous shareholders is relatively dispersed, and a concerted actor agreement can be signed to resist "outsiders".

What is the way in which a concerted actor is achieved?

1. The way of the pre-meeting meeting is realized, and when the decision-making is encountered, the concerted action personnel will hold an advance meeting within the personnel to discuss the relevant deliberations or proposals and form a unified voting intention.

2. Conflict resolution method: When there is disagreement, it is generally decided by the principle of majority shareholding.

3. In the terms of the agreement, it is generally agreed that when one of the shareholders in concert wants to withdraw or transfer the shares, the other parties will be notified in advance of the agreed time, and even in the agreement, it will be agreed that the other parties have the right of first refusal.

What issues might be involved in adding a co-actor?

1. The four basic points of the determination of the person acting in concert:

• The legal basis for concerted action is an agreement, contract, affiliation and other legal means;
• The means of taking concerted action are the exercise of voting rights, voting rights, convocation rights, etc. of the target company;
• Concerted action is taken in the same way;
• The purpose of concerted action is to expand the possibility of forming a common actual controller in the proportion of shareholding control of the target company, or to consolidate its control position or voice in the target company.

2. Adding a concerted actor is not necessarily a need for control, and there may be other market value management arrangements.

For example, if a shareholder exceeds 5% of the restricted specific shares, after the lifting period, according to the relevant provisions of the 1% + 2% reduction ratio, but in fact, the shareholders do not want to reduce the market value management needs through the reduction of holdings. By reducing the corresponding amount of the amount to a private equity institution's product A or other similar products, after the reduction of holdings to A, a concerted action agreement is issued, according to the relevant provisions, it is determined that the shareholder has not reduced its holdings, but product A has held a part of the shares, and the shares held on behalf of the shareholder are still restricted by the original reduction regulations. Then some brothers asked, what are the benefits of master's operation like this? The market value management of shares can be realized in this way by way of stock margin lending or product financing. It doesn't matter if you don't understand it, pay more attention to the articles behind the master, you should still come to nagging this kind of play.

3. Some shareholders who have announced their immediate or other relatives will be identified as acting in concert and will not be allowed to be explained by shareholders.

4. In some acquisition and merger cases, there have also been a situation in which several shareholders with more than 4% points have suddenly attacked the acquisition through the form of a concerted action agreement, forcing the major shareholders of the palace to abdicate. There is time for the master to tell you about the case, more fun.

In order to describe the need for a concerted action agreement, the master does not have any specific tendencies, praises or disparages the company with such an announcement, and please do not speculate or judge the quality of a certain enterprise based on this. The stock market is risky and investments need to be cautious.

Unfinished description, has nearly a thousand words, omissions, I kindly ask you to add in the comment area, discuss together.