1 minute to understand why Alipay has no actual controller!

Recently, Alipay has big news,

The central bank has agreed to change Alipay to no actual controller.

Alipay, as a third-party payment company,

Subject to the daily supervision of the central bank.

In real life, there are still many companies without actual controllers, and they are running very well. This change of Alipay does not affect the normal operation of the company.

Simple understanding,

Alipay does not have a single individual that can have a decisive impact on the operation and decision-making of the enterprise.

Generally speaking, the more shares you own in a company, the more voting power you have and the more control you have over the company.

(Of course, there are exceptions, such as weighted voting rights, which we have said before, so we will not expand here)

The so-called actual controller is a person who has a large voting power and can actually control the company's behavior through investment relations, agreements or other arrangements.

thereinto

Investment relationship mainly refers to the act of holding equity.

For example, directly holding equity, or investing through fund companies.

An agreement mainly refers to the control of a company through a nominee agreement, an investment agreement, etc.

The so-called nominee holding refers to the act of not directly holding the equity by oneself, but by signing an agreement to find an institution or individual to hold the equity on behalf of oneself.

Other arrangements generally refer to relatives holding on behalf of relatives, employees on behalf of employees, and so on

In these ways, the actual controller becomes the person who has actual control over the company

Here we add another concept, which is called a concerted actor. Simply put, it is a person who acts in concert for the common good.

In order to act in concert with the outside world, when the voting rights of one shareholder are insufficient, it is necessary to gather multiple shareholders to reach a unanimous vote.

At this time, the person acting in concert will concentrate the voting rights in the hands of individual shareholders by transferring the voting rights, so as to expand the shareholder's control over the company's equity, which can improve the efficiency of decision-making or counter the control of other shareholders over the company.

For listed companies, a person acting in concert refers to the act or fact that an investor jointly expands the number of voting rights of a listed company's shares under its control with other investors through an agreement or other arrangement

Understanding these basic concepts,

So why did Alipay originally have an actual controller?

Alipay's original shareholding structure was roughly as follows:

It can be seen that at this time, Lao Ma owned 53.46% of the voting rights of Ant Group through a concerted action agreement and became the actual controller of Ant Group, while Alipay was wholly owned and controlled by Ant Group.

So what kind of company is considered to have no actual controller?

1、

decentralization of equity structure,

There is no controlling shareholder holding more than 50% of the shares

2、

There is no situation where the voting rights of the company's shares are more than 30% in actual control.

3、

There is no concerted action agreement between shareholders.

4、

a single shareholder does not control a general meeting, or a single director does not control the board;

Individual directors and senior management cannot control the company's major financial and operational decisions.

After this equity adjustment,

Let's take a look at what has happened to the shareholding structure of Alipay:

After the adjustment, Lao Ma's voting rights dropped to 6.208%, and the major shareholders independently exercised the voting rights of Ant Group's shares, and there was no concerted action.

At this point, there is no longer any direct or indirect shareholder, single or joint control of Ant Group, and Alipay has no actual controller.

Voting rights are relatively decentralized, which can achieve better checks and balances, prevent one dominant share, and make corporate governance more robust and transparent, which is a more modern corporate governance model.

In short, Ant Group has improved its corporate governance structure, which is conducive to the company's long-term sustainable development.

So, is Ant's listing going on the agenda again?

Well, that's all for today.