legal subjectivity:

1. Over-balanced shareholding ratio The so-called balanced shareholding structure refers to the fact that the shareholding ratio between the major shareholders of the company is quite close, and there is no other minority shareholders or the shareholding ratio of other minority shareholders is extremely low. In the process of setting up a company, if one party is not absolutely strong, the parties who can often fight will set a balanced equity ratio for the control of the company in the future. If there are more than two investors who can fight against each other, the equity structure formed will be more scientific. However, if there are only two investors who can fight against each other, a balanced equity structure will be formed. Case 1: A limited liability company has only two shareholders, each holding 51% of the shares. According to the company law, the resolution of the shareholders' meeting requires the consent of more than half of the voting shareholders. Later, the two shareholders caused disputes for other reasons, and the two sides disagreed with each other's proposal, which led to the company's failure to form any resolution and the normal operation. Case 2: A limited liability company has three shareholders, with two shareholders, A and B, each holding 45% of the shares and C holding 11% of the shares. According to the company law, the resolution of the shareholders' meeting requires the consent of more than half of the voting shareholders. Once Party A and Party B have different opinions, which party C supports, whose opinions can form an effective resolution. After discovering this situation, Party A and Party B are interested in wooing Party C.. The end result is that C essentially controls the development trend of the company. The problems caused by the above two cases are not the same, but they also harm the interests of the company. In case one, a shareholder deadlock was formed. The second case leads to the imbalance between the company's control right and the right to claim benefits. When the control of the company is handed over to shareholders with a small proportion of shares, their right to claim income is very few, and they will inevitably find ways to use their control to expand their additional interests. The legal risk of this abuse of control right is huge, which has serious damage to the interests of the company and other shareholders. Problems that may arise if the shareholding ratio is too balanced: (1) It is easy to form a shareholder deadlock and cannot form an effective resolution of the shareholders' meeting. (2) It is easy to intensify conflicts among shareholders. (3) It is easy to cause the imbalance between the company's control right and the interest claim right. 2. In the practice of husband and wife shareholders, this situation mostly exists in private enterprises. Many private enterprises are husband and wife at the beginning of their business, and the company is registered as husband and wife. In addition, according to industrial and commercial registration's mandatory requirement that "the shareholders of the company must be more than two", but others cannot be trusted, therefore, the company is registered as husband and wife, and in essence, it is operated by one person. The advantages of the shareholder structure of husband-and-wife companies are: it is easier to unify opinions and it is not suitable for company management deadlock. The shortcomings of the shareholder structure of husband-and-wife companies are: (1) The management activities of husband-and-wife companies are not standardized, and there is no distinction between "public" and "private". In hotchpot, there is a legal risk that the corporate personality will be denied; (2) Feelings and careers are inseparable. Once the relationship between husband and wife is in crisis, it will bring about a battle for equity and a battle for company control; (3) The property agreement between husband and wife is unclear, and the real shareholding ratio of husband and wife shareholders is unclear. 3. Under the situation that the stock right is excessively concentrated in one share, the board of directors, the board of supervisors and the shareholders' meeting are in name only, and the problem of "insider control" is serious, so enterprises can't get rid of the "centralized" and paternalistic management mode. After the company enters the large-scale and diversified operation, it lacks the check and balance mechanism, and the possibility of decision-making mistakes increases, and the risks taken by enterprises will increase synchronously with the strength of the company. Possible problems: (1) Corporate behavior is easily confused with individual behavior of major shareholders, and in some cases, shareholders will bear more adverse consequences caused by corporate behavior; (2) When the major shareholder is temporarily unable to handle the company's affairs due to special circumstances, it will create an unfavorable situation in which the minor shareholders compete for control rights, and the damage caused to the enterprise is incalculable; (3) Large shareholders tend to ignore the interests of small shareholders, and the rights of small shareholders are easily infringed. 4, family business to find someone to do some family businesses in nominal shareholder like to let family members registered as shareholders in the industrial and commercial bureau, but these registered shareholders have no actual investment, real shareholders and managers have no trace of industrial and commercial registration. There are obvious shareholders and anonymous shareholders. Once there is a family conflict, or a moral crisis, the obvious shareholders dispose of their shares, or vote against the wishes of the anonymous shareholders, legal disputes will arise. 5. Shareholders in foreign-funded enterprises, state-owned enterprises and special industries have special regulations. In some industries, shareholders' qualifications are subject to examination and approval by the state, such as financial enterprises (securities companies, pawn shops, banks, etc.). In addition, changes in the equity of foreign-funded enterprises and state-owned shares are also subject to examination and approval. In order to circumvent these regulations, some shareholders find someone to hold them on their behalf and become anonymous shareholders themselves. There is also a risk that such shareholding will be deemed invalid by law. 6. Stock-selling, stock-sending, and equity-based incentives lead to disputes. Some companies adopt stock-selling, stock-sending, or equity-based incentives to retain talents when they are established, but the setting is not very standardized. Whether stock-selling is effective, stock-sending or equity transfer, and when it is a shareholder are all prone to differences. 7. Some enterprises whose employees share shares but don't register, because of the legal restrictions on the number of shareholders, often do not register the employees who have joined the shares, and find someone to hold the shareholders on their behalf by means of entrustment, employee stock ownership meeting, equity trust, etc. Once the shareholders who hold the shares are disobedient, or the major shareholders forget the employee's shareholder status, the rights and interests of employee shareholders will be easily violated. Case The worst ownership structure in the world is that two shareholders each hold 51% of the shares. We look at the different fates of the companies with the worst shareholding structure through two catering enterprises in China, Kungfu and Haidilao. Kungfu Kungfu is the largest and fastest-growing Chinese fast food enterprise in China, and the only local enterprise among the five fast food enterprises in China. The broad development prospect of Chinese fast food market, the excellent business model of Kungfu and the development performance of Kungfu have attracted the favor of many equity investment funds. In October, 2117, today, Capital and Linked Investment made real efforts to invest in two PE companies. The goal of the enterprise and the capital side is to achieve real efforts to go public in 2111. However, the contradictions and disputes between shareholders later put a question mark on the development of real kung fu, and the road to listing became more and more out of reach. As we said earlier, a good enterprise should at least have the following characteristics in terms of equity: the equity structure is simple and clear; There is a core shareholder; Shareholder resources complement each other; Trust and cooperation among shareholders. However, apart from the simple and clear ownership structure, real Kung Fu has problems in three other aspects. Looking back on the real Kung Fu case, we can think deeply about the influence of ownership structure on enterprises and capital. 1. The predecessor of the early development of real kung fu was a 168 dessert shop opened by Pan Yuhai, a brother-in-law, next to the 117 National Road in Chang 'an Town, Dongguan. In 1994, my sister Pan Minfeng and her brother-in-law Cai Dabiao joined in and invested 41,111 yuan. Pan Yuhai himself also invested 41,111 yuan to change the dessert shop 168 into a fast food restaurant 168. The shareholding structure is that Pan Yuhai accounts for 51%, and his sister and brother-in-law each account for 25%. In the early days, the business was mainly run by my brother-in-law, my sister was in charge of cashier, and my brother-in-law was doing store expansion. Pan Yuhai holds the complete dominance of the enterprise. In 1997, with the help of its "computer-programmed steam equipment", Kungfu overcame the two major problems of "speed" and "standardization" of Chinese fast food industry, and began to open chain stores in enterprises all over the country, which developed rapidly. At this stage, Cai Dabiao, who is in charge of store expansion, has made more and more contributions to the enterprise. In 2113, the dominant position of the enterprise was transferred from Pan Yuhai to Cai Dabiao. In September 2116, Cai Dabiao and Pan Minfeng divorced, and 25% of the shares held by Pan Minfeng were owned by Cai Dabiao. 2. Conflicts among shareholders have become increasingly fierce. In October 2117, Kungfu introduced investments from Today Capital and Zhongshan Linkage PE. The two PEs valued Kungfu as high as 5 billion yuan, and each invested 51 million yuan, accounting for 3% of the shares. The shares of Cai Dabiao and Pan Yuhai were diluted from 51% to 47%. As a capitalist, PE pursues profit as its biggest purpose. Therefore, after investing in an enterprise, it will definitely support the party with stronger ability and greater role in enterprise development. The real effort of PE investment is mainly focused on Cai Dabiao's ability. Therefore, whether in the shareholders' meeting or the board of directors, PE supports Cai Dabiao and tries to establish Cai Dabiao's core position in business operation. In this way, the original balance has shifted to Cai Dabiao, while Pan Yuhai has been gradually marginalized. Legal objectivity:

Article 125 of the Company Law of the People's Republic of China, the capital of a joint stock limited company is divided into shares, and the amount of each share is equal. The shares of the company take the form of shares. A stock is a certificate issued by a company to prove the shares held by shareholders. Article 126 of the Company Law of the People's Republic of China shall be issued on the principle of fairness and justice, and each share of the same class shall have the same rights. For the same class of shares issued at the same time, the issuance conditions and prices of each share shall be the same; Any unit or individual shall pay the same price for each share subscribed.