Q: RecentlyMergerReorganizationThe field launched a series of new measures of decentralization and decentralization, while reforming the stocks of listed companiesResumption of tradingSystem, how should we strengthen in this context?Mergers and acquisitionsInsider trading prevention and control work?
A: The listed company and itsshareholderThe actual controller, directors, supervisors, senior management personnel and other parties to the transaction, as well as the securities companies and securities service institutions that provide services, shall perform their confidentiality obligations and do a good job in the management of reorganization information and the registration of insider information. .
A listed company shall submit a list of inside information insiders to the stock exchange when it first discloses the reorganization. The aforesaid first disclosure of reorganization matters refers to the early disclosure of the plan for reorganization, disclosure of the reorganization plan or disclosure of the reorganization report. If a listed company first discloses a reorganization and reorganizes to a major adjustment or termination of the reorganization plan during the disclosure of the reorganization report, or discloses the reorganization of the major financial indicators, estimated value, and proposed pricing of the underlying assets, it shall disclose the reorganization plan. A list of insider information insiders is added when major changes or disclosures are made. After a listed company discloses an abnormal fluctuation in stock trading after the first disclosure of the reorganization, the stock exchange may request the listed company to update the list of inside information insiders.
A listed company shall disclose a self-investigation report on insider information stock trading at the time of disclosure of the reorganization report; during the self-inspection period of the stock transaction, it shall be the first disclosure of the reorganization or the application for the reorganizationSuspension(孰早) The first 6 months to disclose the reorganization report. If a listed company significantly adjusts or terminates the reorganization plan after the disclosure of the reorganization report, it shall supplement the disclosure of the self-investigation report of the stock transaction; during the self-inspection period of the stock transaction, it shall be a major adjustment or termination of the restructuring of the disclosure report to the disclosure of the reorganization plan.
When a listed company discloses a self-investigation report on stock transactions, independent financial advisers and lawyers should check and express a clear opinion.
If a listed company discloses a self-investigation report on stock transactions and fails to provide timely documents issued by the securities registration and settlement institution on the transaction status of the relevant units and natural persons in the secondary market, it may be supplemented and submitted when the relevant documents are subsequently obtained.
When a listed company submits a list of inside information insiders to the stock exchange, it shall report the list to the dispatched institution. Each dispatching agency may, according to the needs, implement special on-site inspections on the prevention and control of the implementation of the insider insider registration management system during the reorganization of listed companies in the jurisdiction.
(Article source: SFC website)
(Original title: Issues and Answers on Strengthening the Prevention and Control of Insider Trading in M&A and Reorganization of Listed Companies (February 11, 2019))