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收购是上市公司监管中的核心概念,但现行规则并未对其进行界定,引发了实践中规则适用的一系列问题。目前对收购概念存在持股比例达到30%、取得控制权、巩固控制权、成为第一大股东等四种理解,上市公司收购监管制度依据“持股比例”及“控制权”双逻辑主线展开。笔者对收购与控制权、持股比例之间的关系进行分析后得出结论,收购的目标在于取得上市公司控制权,收购监管依据的逻辑主线应当为控制权变动;收购的界定应当以控制权为核心,兼顾拥有表决权的股份比例;触发强制要约收购义务的起点为取得控制权或者持股比例达到30%。
The acquisition is the core concept in the supervision of listed companies, but the current rules do not define them, triggering a series of problems that the rules apply in practice. At present, there are four understandings about the concept of acquisition: the holding ratio of 30%, the acquisition of control, the consolidation of control, the largest shareholder, etc. The acquisition regulation of listed companies is based on the “shareholding ratio” and “control right” Double logic main line expanded. The author analyzes the relationship between the acquisition and the controlling right and the proportion of the shareholding and concludes that the objective of the acquisition is to obtain the controlling power of the listed company and the logic main line of the acquisition regulatory basis should be the change of the controlling right. The definition of the acquisition should be controlled As the core, taking into account the proportion of shares with voting rights; trigger mandatory tender offer starting point for the acquisition of control or shareholding ratio reached 30%.