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Following the release of the “Guidelines for the Information Disclosure of High-Transfer Information of Listed Companies (Draft for Comment)” last week, there are also new versions of the placards. Under the new regulations, the phenomenon of “buy but not lift”, “masked placards”, “fast forward and fast harvesting leeks” will be greatly limited.
On Friday (April 13) from the afternoon to the evening, the Shanghai and Shenzhen Stock Exchanges issued the "Guidelines for the Information Disclosure of the Acquisition of Listed Companies and Changes in the Equity Interests (Draft for Comment)" to further regulate the acquisition of investors and their concerted actors in listed companies. Information disclosure in the relevant equity interest movement activities.
The Daily Economics reporter noted that the Exposure Draft will regulate the issue of the approval of changes in equity, including acquisitions, from six aspects, the most important of which is that the exchange intends to reduce the information disclosure interval of large shareholding changes from 5% to 1%. In addition, the exchange also issued three major regulatory measures to crack down on rumors, confiscation of the owner and other suspected violations.
What circumstances need to disclose changes in equity?
The draft of the Exposure Draft covers the six major aspects of the issue of changes in equity such as acquisitions. The most important thing is that the exchange intends to reduce the information disclosure interval of large shareholding changes from 5% to 1%.
After the equity shares reach or exceed 5% of the issued shares, each time the increase or decrease is 1%, the investor shall immediately notify the listed company and disclose the notice of announcement on the next trading day, but there is no need to suspend the transaction before and after the disclosure.
The second is to stipulate that the first major shareholder of the shareholding is less than 5%.
If the equity-owned shares do not reach 5% of the issued shares, but become the largest shareholder or actual controller of the listed company, they shall immediately notify the listed company and disclose the notice of announcement on the next trading day. In addition, considering that the impact of the largest shareholder on the investment decisions of listed companies and investors is significant at this stage, investors are also required to explain the purpose of the change in equity, the source of funds, and make plans for the increase in the next six months. Description.
The third is to clarify the obligation to control the rights and interests of both parties under the control of the two parties.
If the share of the investor’s equity is less than or equal to 5% of the shareholding of the listed company’s largest shareholder, and the investor’s shareholding with the listed company’s largest shareholder reaches or exceeds 10%, it shall be timely Disclosure.
The fourth is to increase the penetration disclosure requirements, clearly stipulate the applicable situation of penetration disclosure, and also clarify the penetration subject and penetration criteria. Investors should penetrate the disclosure of the equity structure at all levels until the final investor, and ultimately contribute The source of people's funds. In addition, it also refines the content of the disclosure, requiring investors to disclose their internal agreements on profit distribution, loss commitment, investment decisions, equity ownership, etc., in order to judge the investor's control.
The fifth is to clarify the equity attribution criteria and merger principles of the asset management products. For the cases in which the investors in the previous market practice repeatedly use various channels to actually control the shares of the listed company, the rights of the assets under the control of the shares of the listed company are clarified. The vesting criteria, that is, the party that actually controls the voting rights is regarded as the vesting party. In addition, it is also clear that the number of shares held by the social security fund, pension fund, enterprise annuity, and public fund holding the same listed company is not combined.
The sixth is to clarify the commitment and performance of the shareholding plan and the reorganization plan. The plans for the increase and decrease of the plan and the reorganization plan disclosed in the documents such as changes in equity should be clearly defined. If there is no increase or decrease in the plan and the reorganization plan, The time limit for not implementing the above plan should be clarified.
In addition, the Exposure Draft further stipulates the signing and performance of the concerted action person and the voting power entrustment agreement, and requires that the concerted action person or the voting power entrustment agreement must have a clear time limit.
The new regulations are also seen as a system improvement of the capital market opening to the outside world. According to the news reports, the current Hong Kong market requires shareholders holding more than 5% of the shares to have an integer change in the percentage of their equity shares, that is, they need to be disclosed every 1% of the ratio, and existing regulations in the A-share market exist. Differences lead to inconsistencies in disclosure of the same equity change. After the completion of the rules, the disclosure rules for changes in market rights in the two places will be basically unified.
"Three Supervisions" Strictly Masked and Concealed
According to the Shanghai Stock Exchange, from the perspective of practice, the acquisition and the changes in the equity of large shares will help to play the role of price discovery and resource allocation in the securities market, and help to improve the internal governance of listed companies. On the other hand, there have also been some outstanding problems that investors have reacted strongly and need to attach great importance to.
For example, some market entities use the advantages of capital and information to “buy and not lift” and “fast forward and fast out”, causing abnormal fluctuations in stock trading. They are questioned by the market as “cutting leeks”, seriously damaging the rights of small and medium investors; some acquisitions Behavior, excessive leverage, and mismatched use of funds have caused major hidden dangers for the subsequent development of listed companies, jeopardizing the stable operation of the market; there are also shareholders of listed companies, concealing the identity of activists, abusing voting rights, and circumventing information disclosure obligations. Get improper benefits.
The Shanghai Stock Exchange will continue to conscientiously implement the “three regulatory requirements” for “masked placards”, “hidden ideologies” and the supervision of illegal acquisitions and control rights violations, and effectively protect investment from the following three aspects. Legal rights and interests.
The first is to continue to insist on the immediate review of the acquisition and the change of equity, focusing on the existence of the first largest shareholder holding ratio, the controlling shareholder's equity pledge ratio is high, the existence of control rights competition, the main business shelling, etc. In the case of a listed company, it is necessary to inquire about the sources of funds for acquisition, the plan for asset injection, whether it is intended to compete for control, the relationship of people acting in concert, and the increase or decrease of intentions. At the same time, play the role of media and market supervision. In the case of changes in equity, involving major media queries, listed companies are required to hold media briefings.
The second is to implement linkage supervision, which closely combines information disclosure supervision, market transaction monitoring and on-site inspection of dispatched agencies.
Stock trading is the direct cause of information disclosure of acquisitions and changes in equity. Doing a corresponding supervision requires more comprehensive implementation of information disclosure supervision and secondary market monitoring, and on-site supervision and off-site supervision; There are many problems such as “masked placards”, stock price manipulation, and large funds “fast-forward and fast-out”. They are “questioning” through the supervision of the letter, “monitoring” by the market, monitoring the “nuclear” on the spot, and responding quickly. Joint action.
The third is to promptly punish violations, and will continue to strictly monitor such information disclosure violations to ensure normal market acquisition and trading order.
Throughout 2017, the Shanghai Stock Exchange has taken nearly 30 disciplinary measures, including criticism and public condemnation, on various irregularities in the acquisition and changes in equity, involving more than 50 shareholders. The types of violations mainly include: concealing the concerted action relationship, over-proportioning over-holding, short-term trading, violation of the pre-disclosure provisions for the reduction of holdings, violation of the increase and decrease of holding commitments, concealing the transfer of control rights, and the disclosure of information by the purchaser.
In this regard, Shanghai Qianbo Assets said its all-round daily economic news reporter:
The refinement of this large-scale shareholding information disclosure standard has adapted to the inherent requirements of the regulatory authorities to strengthen information disclosure, and the change in the information disclosure interval for large-value shareholding changes from 5% to 1%, which allows investors to understand shareholders more clearly. The change in level also facilitates the timely understanding of major changes at the shareholder level by ordinary investors, so that timely and appropriate reasonable response is beneficial to protect ordinary investors from participating in the securities market.
In particular, the first major shareholder with a shareholding ratio of less than 5% is included in the scope of information disclosure obligors. It is also easier to grasp the timely change of information on strong shareholder changes, and is also conducive to the further improvement of corporate governance structure and weaken management insiders. Control and other securities markets are ill. The launch of this measure further consolidates the development foundation of China's securities market. In the long run, it is a major benefit to the securities market.