Willingly suspend to "delisting"? The New Third Board Company paid attention to the restructuring and suspension of the new rules!

November 08, 2018 09:12
Author: Liangqiu Yan
source:                             New Third Board Forum
edit:Eastern Fortune Network

In the New Third Board, the PE giant Jiuding Group has been suspended for nearly three years, setting a record for the suspension of listing companies. After the resumption of the Jiuding Group, there are still companies that have been suspended.

In the face of the depressed market, some listed companies have ceased to be willing to suspend their licenses. However, after the introduction of the new regulations for the new three boards, companies that have been suspended due to planning and restructuring need to pay attention!

  Those companies that are often suspended

As of November 7, 604 new three board companies were in continuous suspension, of which 45 companies were in the queue for IPO.

In addition, 31 listed companies have been suspended for more than one year, and Yindu Media has been more than two years old. The company seems to have only "legends" on the New Third Board.

▲Long-term suspension of listing companies

  "Zombie stocks" are busy and badly sponsored brokers

Yindu Media began to suspend trading on November 3, 2016. A few days before the suspension, the company has already exposed negative news: the companybankThe borrowings were overdue, the wages of all employees were arrears, the rents of office rents and property management fees were arrears. The actual controller of the company, Guan Hangjun and the general manager Li Wenjun were not able to perform their duties. . . . . .

The organizer of the broker, Oriental Citigroup Securities, pointed out at the time that the above situation had a significant impact on the ability to continue to operate, which may lead to the company's possibility of listing.

After this, Yindu Media frequently involved litigation, and was investigated by the China Securities Regulatory Commission. It did not disclose regular financial reports. Yindu Media, which has nearly 100 million yuan in financing in the New Third Board, has fallen into the image of “Lao Lai”.

During the period, the chairman of the listed company was just started to pass the road to the outside, Guan Hangjun was once in theWeiboVoice, then there is no later.

The announcement of the company in August 2017 showed that Yindu Media, Guan Hangjun and Li Wen have been included in the joint disciplinary action for breaking letters.

The busiest number behind this is the number of sponsored brokers. Since the release of the first risk warning announcement in November 2016, the sponsoring brokerage has issued more than 60 risk warning announcements to date, stating that the actual controller of Yindu Media is in a state of loss of association, the company has ceased to operate, and the company’s stock has been terminated. risk.

And Yindu Media kept a notice of the suspension of the development in two weeks, brushing the sense of existence. . . . . .

  Reorganization will be reformed by willful suspension

In addition to the problems of operation, the loss of the boss, and the failure to disclose regular financial reports as scheduled, many listed companies initially applied for suspension of trading, in order to plan for major asset restructuring, and later the resumption of trading was nowhere in sight.

▲Complete company that has been suspended for more than half a year due to restructuring

Due to the planning of major asset restructuring, Jing Zhan Optoelectronics has suspended trading since May 18, 2017, and it has been nearly one and a half years since.

During the period, the company's stocks were repeatedly postponed, and the executives frequently changed. The 2017 financial report was “non-standard”.

Minsheng Optoelectronics sponsored brokerage Minsheng Securities issued an announcement in July this year, pointing out that there are multiple problems in listed companies, including non-compliance guarantees, large-scale litigation, loan overdue, account freeze and other risk matters, to remind investors to pay attention to investment risks.

The company said in the announcement of the suspension of the suspension that the planned matters constitute a major asset restructuring.

Before the suspension of trading, Jingzhan Optoelectronics began to adopt the market transfer method in July 2015. As of December 31, 2016, the companyNumber of shareholdersIt is 99 households.

Since the second half of this year, the market makers have successively withdrawn from the market for the company, and the company's stock has been forced to be converted into a collective auction.

In addition to superb optoelectronics, there are more than 20 listed companies such as Ruihua, Liujin, Tiantian, etc., which have been suspended for more than half a year due to the planning of major asset restructuring.

The listing of the company's extraordinary suspension has long been criticized by the market, and the recent reform measures of the New Third Board have drawn attention to the suspension of licensing.

On the evening of October 26th, the National Stock Transfer Company issued new regulations such as the “Guidelines for the Major Asset Restructuring of Non-listed Public Companies of the National Small and Medium Enterprises Share Transfer System”, and made specific provisions on the time for suspension of the reorganization: the listed companies were restructured. The first suspension of the matter shall not exceed 3 months. If it is unable to disclose the reorganization plan or report within 3 months, it is necessary to postpone the resumption of trading. The cumulative suspension shall not exceed 6 months.

At the same time, the "Restructuring Guidelines" also stipulates that after the first suspension of a major asset restructuring, the company shall disclose a reorganization progress announcement every 10 transfer days; it is expected that it will not be able to complete the first information disclosure before the expiration of the original resumption of the transfer period. The reorganization progress announcement shall be disclosed every 5 transfer days.

Regarding the issue of long-term suspension of trading, the "Restructuring Guidelines" pointed out that in addition to the reorganization matters subject to the prior approval of the relevant departments or involving major unforeseen circumstances, the reorganization plan or the reorganization report could not be disclosed within 6 months after the suspension of the transfer. The company shall terminate this major asset reorganization, disclose the announcement of termination of the reorganization, and no longer plan for major asset restructuring within one month after the announcement of the termination of the reorganization. Within 2 transfer days after the disclosure of the relevant announcement of the termination of the reorganization, the company shall apply to the national share transfer company for the transfer of shares.

The share transfer company stated that the listed company that had applied for the suspension of the transfer of shares due to major asset restructuring before the release of the “Restructuring Guidelines” had its reorganization and suspension of the transfer period and the application for the extension of the transfer procedure to apply the original guidelines; the “Restructuring Guidelines” had disclosed the reorganization before the release. The listed company of the plan or reorganization report shall apply the original guidelines for the review period and the resumption of the transfer request; the listed company that has applied for the suspension of the transfer of shares due to significant matters of significant uncertainty before the release of the “Restructuring Guidelines” is released. If it is converted into a major asset reorganization and the time for suspension of the transfer has reached or exceeded 6 months, the application for the extension of the stock may be renewed and transferred once, but the extension period shall not exceed one month.

In the future, the listing of the listed company will no longer be suspended.

  Termination of listing after long-term suspension

There is also a type of company that is often suspended for investors to worry about, that is, has not yet resumed trading, that is, planning a new three board "delisting."

Shijing Environmental Protection will be suspended from September 13, 2017. The reason for the suspension is to plan major events. Since then, the announcement of the progress of the company's disclosure shows that the company's plan for the issue is the issuance of double bonds.

After 11 months of suspension, the company suddenly announced its plan to terminate its listing in August this year on the grounds that it is in line with the company's business development needs and seeks long-term strategic planning in other capital markets, including but not limited to domestic capital market boards or GEM. Listing or negotiating mergers and acquisitions with listed companies.

However, the listed company also issued protection measures against the dissident shareholders. The controlling shareholder and actual controller of the company promised that the controlling shareholder, actual controller or its designated third party will negotiate with the dissident shareholders in a positive attitude, and if necessary, objection The shares of the company held by the shareholders are repurchased at a reasonable price. The repurchase price is not in principle lower than the cost price of the shares obtained by the dissident shareholders. The specific price and the repurchase method and the repurchase entity shall be determined by mutual agreement.

On September 4th, Shijing Environmental Protection announced that it would terminate the major issues of planning the issuance of double-invented bonds. The company has turned to actively promote the termination of listing, the stock continues to be suspended.

(Article source: New Third Board Forum)

                        (Editor: DF120)

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