When the stock market is weak and the stock price of listed companies has fallen, many retail investors are concerned about the whereabouts of the major shareholders of listed companies. If there are listed company major shareholder commitments such as “release of banned shares”, “large shareholder increase shareholding”, “large shareholder does not reduce shareholding”, etc., it will often have positive incentives for the secondary market share price. Many retail investors even use the “large shareholder of listed companies to increase their holdings” as the reason for buying stocks of the company.
However, many retail investors only care about the beginning, but often do not care about the outcome. Do you know? After a period of time, the listed company can vote for the fulfillment of the promise by holding a general meeting of shareholders. The exemption is often the majority shareholder, and because it holds a majority shareholding, the shareholder meeting often becomes “going through the game”. Even if more than 90% of the small and medium shareholders are retail investors, the proposal can often be passed. .
Let's take a closer look at the example.
At present, the regulatory system for the listed companies and their related parties is mainly based on the “Guidelines for the Supervision of Listed Companies No. 4 – the actual controllers, shareholders, related parties, acquirers and listed companies' commitments and performances”. Referred to as "Guideline No. 4".
The first article of the guidelines lists which are commitments
That is, in the process of initial public offering of shares, refinancing, share reform, mergers and acquisitions, and corporate governance special activities, to fulfill the commitments and performances of inter-bank competition, asset injection, equity incentives, and settlement of property rights.
Article 4 of the Guidelines lists which are “special exemptions, alternatives and general exemptions”
(1) Special exemption
According to the first paragraph of Article 5 of the "Guidelines No. 4", if the promises cannot be fulfilled or cannot be fulfilled on time due to objective reasons such as relevant laws and regulations, policy changes, natural disasters, etc., the company promises to perform special exemptions and promises relevant parties. Only relevant information should be disclosed in a timely manner, without special procedures for undertaking general exemptions and substitutions, without any administrative responsibility.
(ii) Alternatives and general exemptions
1, the basic premise
According to the second paragraph of Article 5 of the "Guidelines No. 4", in addition to the objective reasons that cannot be controlled or fulfilled by the relevant laws and regulations, policy changes, natural disasters, etc., the commitment is not conducive to safeguarding the rights and interests of listed companies. The relevant party should fully disclose the reasons and propose to the listed company or other investors to replace the original commitment with a new commitment or to waive the performance of the commitment obligation.
2, special procedures
The above changes (referred to as alternative or exemption schemes) should be subject to the following procedures:
1. Submitting to the general meeting of shareholders for consideration, the listed company shall provide the shareholders with an online voting method, and promise that the relevant parties and related parties should abstain from voting.
2. The independent directors and the board of supervisors shall express their opinions on whether the proposed changes proposed by the relevant parties are legal and compliant, and whether they are beneficial to protect the interests of listed companies or other investors.
Article 5 of the Guidelines emphasizes that “the restructuring party may not change its performance compensation commitments made”
The CSRC’s “Questions and Answers on the Performance Compensation Commitment of Listed Companies” on June 17, 2016 pointed out that in the major asset restructuring of listed companies, the performance compensation commitments of the reorganized parties were based on the performance compensation agreements signed with the listed companies. This commitment is an important part of the restructuring plan. Therefore, the reorganization party should fulfill its commitments in strict accordance with the performance compensation agreement. The reorganized party shall not apply the provisions of Article 5 of the Listed Company Supervision Guide No. 4 – the actual controller, shareholders, related parties, purchasers and listed company's commitments and performances of listed companies, and change their performance compensation commitments.
At this point, we can find that the "Guideline No. 4" clarifies that the "performance compensation commitment made during the reorganization" does not apply to changes and exemptions, but major shareholders' reduction, overweight, and voluntary lock-up of shares are not mentioned.
Thus, the following cases have emerged.
We open the choice financial terminal
Jin Xinnuo, F9, company announcement, keyword input "limited sales." Call outJin Xinnuo: Announcement on Exempting Shareholders Holding More than 5% of Shareholders Zhang Tian's Commitment to Restrict Sale of Shares
Jin XinnuoAnnounced on February 25, 2019, shareholders holding more than 5% of the shares applied for exemption from partial share sales commitments for share transfer, reducing the pledge rate and introducing strategic investors.
Announcement shows thatJin XinnuoZhang Tian, a shareholder holding more than 5% of the shares, applied for exemption from the company's initial public offering of shares. Zhang Tian holds a total of 52.789 million shares of the company, accounting for 9.14% of the company's total share capital. At present, the shares of listed companies held by it are pledged by 42.23 million shares, and the company's stock pledge rate is about 80%, and it faces greater repayment pressure. Zhang Tian intends to transfer part of the shares to the company's strategic investors, reduce the pledge rate through share transfer, and introduce industrial strategic investors to the company, integrate the resources of both parties, and improve the company's financial status and profitability.
JiangsuJin TonglingFluid Machinery Technology Co., Ltd. held its 13th meeting of the 4th Board of Directors on November 28, 2018. Mr. Ji Wei and Mr. Ji Weidong abstained from voting as related directors. Non-related directors agreed with 7 votes, 0 votes against, 0 votes. The waiver reviewed and approved the “Proposal on Exempting the Controlling Shareholders and the Actual Controller from Reducing the Shares of the Listed Companies and Maintaining the Control Rights of the Listed Companies”.
Beijing Hengtai Shida Technology Co., Ltd. held the 9th meeting of the 3rd Board of Directors and the 5th meeting of the 3rd Board of Supervisors on March 8, 2019, and reviewed and approved the Proposal on Exempting the Shareholders' Relevant Commitments. In order to smoothly promote the company's ongoing issuance of matching funds to raise funds and maintain the company's and all shareholders' interests, the company's board of directors agreed to waive Mr. Qian Sujin, one of the company's actual controllers, in the company's major asset restructuring.
The most classic is the most recentCody Dairy.
InputCody Dairy, F9, company announcement, enter "no reduction"
July 4, 2018,Cody Dairy: Announcement that the controlling shareholder and the actual controller promise not to reduce the company's shares
July 24, 2018,Cody Dairy: Announcement on the company's controlling shareholder's plan to increase its shareholding in the company
Enter the "exempt" keyword
On April 18, 2019, the board of directors issued an announcement:Cody Dairy: Announcement on the application for exemption from fulfilling part of the commitment of the controlling shareholder Cody Food Group Co., Ltd.
May 7, 2019,Cody Dairy: In the announcement of the resolution of the first extraordinary general meeting of shareholders in 2019, this general meeting of shareholders voted on the “Proposal on Exempting Controlling Shareholder Cody Food Group Co., Ltd. to Perform Partial Commitments” and passed the resolution.
In less than a year,Cody DairyThe commitment of the major shareholders has changed from nothing to nothing. The continuous non-reduction and increase commitments made in July 2018 are now exempted. At the shareholders' meeting on May 6, the voting situation of small and medium investors showed that 91.87% of the small and medium shareholders voted against it. But the top ten shareholders of F10 we can find that the majority shareholder holds 44%. There is no suspense, and the motion will definitely be passed.
First commitment, re-exemption, shareholder meeting to go through the field, the use of major shareholder advantage shareholding position, "small shareholder opposition, the shareholders' meeting is still passed" phenomenon is not uncommon in A shares. The shareholders' meeting is an important part of corporate governance and an important opportunity for public investors to exercise their shareholder rights. Since the general meeting of shareholders voted to adopt the capital majority voting principle, the proportion of shareholders' shareholding determines the size of their influence on the company's major decisions.
In the context of the strict inspection of the “white-strip promise” by the regulatory authorities, many companies have tried to evade supervision through “routing” such as extensions and exemptions. After October 2016, many listed companies have issued announcements on extensions and exemptions from fulfilling their commitments. The subjective and objective factors such as complicated procedures, litigation, conditions, and lack of time have become more common “examinations”.
The above situation will continue to exist for a long time. How can we evade it as our retail investors?
Cai Ye is here to teach you how to quickly check the details and exemptions of listed companies.
Shanghai stocks beginning with 600, enter the website http://www.sse.com.cn/
Move the mouse to "Disclosure", click on the regulatory information to disclose the company's supervision here, the fourth line promises to fulfill, enter the stock code, all the situation is clear at a glance.
Shenzhen main board, small and medium board, and GEM stocks starting with 000/002/300, enter the website http://www.szse.cn/
Move the mouse to the information disclosure and find the “commitment and performance” of the regulatory information disclosure here.
We takeCody DairyFor example, enter the code 002770 and select the SME board below.
On July 3 and July 23, 2018, two commitments were announced, and the corresponding major shareholders did not reduce their holdings, and the major shareholders increased their shareholding commitments. The performances were all changed into “changes or exemptions”.
See the details for the July 23 announcement.
It is planned to increase its holdings in the next 12 months.Cody DairyFor stocks, the cumulative increase in holdings shall not be less than 80 million yuan and not more than 100 million yuan.
Change or exemption
The company's controlling shareholder, Cody Food Group Co., Ltd., waived its commitment to increase its shareholding in the company on July 23, 2018, and has been reviewed by the company at the first extraordinary general meeting of 2019 held on May 6, 2019. by.
All the things are clear at a glance.
At the end of the program, Caiye suggested that you check the fulfillment of the company's stocks before buying stocks. If the listed company often makes a commitment first, and then plays the "shareholders' meeting exemption" move, the financial manager feels that it is prudent to participate.
(Article Source:Oriental wealthSecurities Research Institute)