归纳起来，
山东股权设计架构有两个主题，一个是控制，另个是利益。所以，它不是简单地指公司章程中列明的出资人及其持股比例明细，而是在此基础上，在公司治理层面通过设定股东会和董事会的控制范围、表决权和分红权的约定、控制权的扩张和限制等事项，一方面保障股东权益，另方面建立稳定的控制权，并在这两方面通过一系列规则建立起一套股东权利结构的体系。这也是全部股权架构设计工作的核心。
In summary, there are two themes in the equity design structure of Shandong, one is control, and the other is interests. So, it does not simply refer to the details of the investors and their shareholding ratios listed in the company's articles of association, but rather, on this basis, at the level of corporate governance, by setting the control scope of the shareholders' meeting and the board of directors, the agreement on voting and dividend rights, the expansion and limitation of control rights, and other matters, on the one hand, to protect shareholders' rights and interests, and on the other hand, to establish stable control rights, And establish a system of shareholder rights structure through a series of rules in these two aspects. This is also the core of all equity structure design work.
(1)股东会和董事会的控制
(1) Control of Shareholders' Meeting and Board of Directors
这是公司治理的核心。控制了股东会，就控制了董事会，控制了董事会，就控制了公司的日常运营。股权架构设计时很大一部分精力是围绕“两会”设计相关规则的。关于“两会”的权限范围，《公司法》第37条和第46条对有限公司股东会和董事会的权利范围做了列举式规定，在每个条文的后项都做了授权式规定“公司章程规定的其他职权”。这表明，只要不违背《公司法》
This is the core of corporate governance. If you control the shareholders' meeting, you control the board of directors. If you control the board of directors, you control the daily operations of the company. A large part of the effort in designing the equity structure revolves around designing relevant rules for the "Two Sessions". Regarding the scope of authority of the "Two Meetings", Articles 37 and 46 of the Company Law provide a list of provisions on the scope of rights of the shareholders' meeting and the board of directors of a limited company, and in the latter part of each provision, authorization provisions are made for "other powers stipulated in the company's articles of association". This indicates that as long as it does not violate the Company Law
及其他法律法规的禁止性规定，章程可以自由对股东会和董事会的权限范围做出规定，只要股东表决同意即可。创业公司可以根据自身实际情况进行个性化定制，比如:股东会批准的事项范围、关于自主定向分红的约定、关于董事会对特定金额投资事项的审批权等。因此，在设计股权架构时，对“两会”的权利范围进行详细规定是一项很核心的工作内容。
According to the prohibitive provisions of other laws and regulations, the articles of association can freely stipulate the scope of authority of the shareholders' meeting and the board of directors, as long as the shareholders vote and agree. Entrepreneurship companies can customize according to their actual situation, such as the scope of matters approved by the shareholders' meeting, agreements on self directed dividends, and the approval power of the board of directors for specific investment matters. Therefore, detailed regulations on the scope of rights of the "Two Sessions" are a core task in designing the equity structure.
(2)表决权和分红权的约定
(2) Agreement on voting and dividend rights
现行《公司法》框架下，股东核心的两项权利即表决权和分红权，这两项权利可以由股东自行约定比例，与股东的实际持股比例可以不一致。各股东之间应尊重彼此的选择，只要达成一致并写人公司章程或者《股东协议》等法律文件后，就应当遵照执行。
Under the current framework of the Company Law, the two core rights of shareholders are voting rights and dividend rights. These two rights can be agreed upon by shareholders themselves in proportion and may not be consistent with their actual shareholding ratio. Shareholders should respect each other's choices, and as long as they reach an agreement and write it in legal documents such as the company's articles of association or shareholder agreement, they should comply and implement it.
(3)控制权的扩张和限制
(3) Expansion and Limitation of Control
根据股权比例确定的控制权是一个固定的数字，通常情况下，股东为了达成某些特殊目的，会对控制权进行限制或扩张。此处重述如下:
The control right determined based on the equity ratio is a fixed number, and usually, shareholders will limit or expand the control right in order to achieve certain special purposes. Here, it is restated as follows:
①投票权委托;
① Authorization of voting rights;
②一致行动协议;
② Agreement on concerted action;
③股权代持;
③ Equity proxy holding;
④通过有限合伙持股;
④ Holding shares through limited partnership;
⑤搭建金字塔式股权架构;
⑤ Building a pyramid shaped equity structure;
⑥相互交叉持股;
⑥ Cross shareholding;
⑦发行类别股份(AB股)。
⑦ Issuance of Class Shares (AB Shares).
These seven ways of strengthening control can be used individually or in combination, all of which are combined based on specific numbers of equity ratios. The first three rely on protocol agreements for implementation, while the last four are implemented through practical operations. If there are any other matters, please come to our website http://www.lushangyun.com Consult!
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