Strengthening the protection of dissident shareholders' rights and providing “three types of shareholders” exit channel The reform of the new three board stock system is aimed at the market pain point

March 14, 2019 05:00
Author: Hu Yu
source:                             China Securities Journal
edit:Eastern Fortune Network
Summary
[Strengthening the protection of dissident shareholders' rights and providing "three types of shareholders" exit channel The reform of the new three board stock system is aimed at the market pain point] Recently, the national stock transfer company issued three stock reform measures to list the new three board stocks, terminate the listing review and specific matters The agreement transfers three systems to optimize and reform, strengthen the protection of delisted dissident shareholders' rights, clarify the time limit for the company to apply for listing, and allow the “three types of shareholders” included in the proposed IPO enterprise to complete the equity transfer through the transfer of specific matters. The industry believes that this reform and optimization is intended to solve the pain points and difficult problems faced by market players. It has strong pertinence and practicality, and the market's subsequent incremental reform is worth looking forward to. (China Securities Journal)

Recently, the national share transfer company issued three stock reform measures to optimize the reform of the three systems involving the listing of new three board stocks, the termination of listing review and the transfer of specific matters, and strengthen the delisting objection.shareholderProtection of rights and interests, clarifying the company's time limit for applying for listing, and allowing the “three types of shareholders” included in the proposed IPO enterprise to complete the transfer through specific matters.Equity transfer. The industry believes that this reform and optimization is intended to solve the pain points and difficult problems faced by market players. It has strong pertinence and practicality, and the market's subsequent incremental reform is worth looking forward to.

Strengthening the protection of shareholders' rights

With the increase in the number of companies delisting the New Third Board, how to protect shareholders' rights has become the focus of market discussion. On March 8th, the "National Small and Medium Enterprises Share Transfer System Listed Companies Application for the Listing of Stocks and the Withdrawal of the Listing Guidelines" (referred to as the "Delisting Guide") was released, further strengthening the shareholders and especially the delisting shareholders from the transaction and review. Protection of rights.

According to the “Delisting Guide”, due to major events or major assetsReorganizationAtSuspensionState-owned companies, when they apply for termination of listing, their stocks are at least after the initial disclosure of the listing information.Resumption of trading5 transfer days to ensure investors' exit opportunities before the listed company terminates its listing. From the review process, listed companies or related parties applying for active delisting should formulate reasonable protection measures for dissident shareholders and passStock repurchase, cash compensation and other means to protect the protection of shareholders' rights, and actively contact the dissident shareholders to explain the protection measures.

In the case of “malicious delisting”, the listed company realizes delisting by deliberately disclosing the periodic report. The “Delisting Guide” clarifies that the annual report of the previous year has not been disclosed since April 15 of each year, or since August 15 of each year. The listed company that has not disclosed the semi-annual report for this year will not accept its application for delisting.

Zhou Yunnan, the founding partner of Beijing Nanshan Investment, believes that at least the five transfer days of the resumption of trading is a major highlight of the reform. "This is to protect the legitimate trading rights of investors, giving shareholders the opportunity to transfer transactions before the official delisting of the company. It can avoid the trouble caused by signing the transfer agreement after delisting, and can also avoid the stock agreement after delisting. When transferring the account, you will not be able to enjoy the disputes that may arise from the tax benefits of the New Third Board secondary market transaction."

Some South ChinaBrokerExecutiveAccording to the China Securities Journal reporter, some listed companies have previously avoided the introduction of “three types of shareholders” (contractual private placement)fundFactors such as asset management plan, trust plan, etc., apply for termination of listing before entering the stage of major asset restructuring for various reasons, so that the company's stock will be suspended for a long time until delisting. “In this case, the investor cannot withdraw. At least the five trading days of the resumption of trading can solve this problem.”

The national share transfer company has strengthened the verification requirements for intermediaries, and it is clear that the sponsoring brokers and lawyers need to focus on verifying and expressing opinions on the communication and agreement between the relevant obligors and dissident shareholders. In this regard, Cai DaStock investmentJin Zhendong, general manager of the Shanghai headquarters of the bank's headquarters, said that the verification requirements of the sponsoring securities companies for the listed company's dissenting shareholder protection measures were usually based on the written feedback from the national share transfer company or the verbal specific opinions of the supervisors. Now the bank brokers are further clarified. The responsibility and obligation to disclose to the market is to further optimize the original process.

The relevant person in charge of the national share transfer company recently stated that it is continuing to improve the implementation of the “Detailed Implementation Rules for the Listing of Stocks of Listed Companies (Consultation Draft)” issued in 2016 in conjunction with the new situation and new problems arising from the termination of the listing process. At the same time, it draws on the recent revision spirit of the listed company's major illegal and mandatory delisting, and will be released as soon as possible after the completion of the reporting procedures.

Jin Zhendong pointed out that some investors are rushing to buy shares of the company to be delisted, or to ask for high prices by virtue of their "three types of shareholders".Repo. It is recommended to consider not only the maintenance of the rights and interests of investors, but also the legitimate interests of listed companies.

Strictly put the listing "entry clearance"

At the same time that the delisting is “exported”, the national share transfer company has strengthened the management of the “entry” of the market. The "Guidelines for the Listing Review of Stocks in the National SME Share Transfer System (Trial)" (referred to as the "Listing Guidelines") issued on March 8th regulates the whole process of the listing review of the New Third Board stocks, with a clear definition of relevant time limits.

The "Guide to Listing" clarifies that the National Stock Transfer Company will issue feedback within 20 transfer days from the date of acceptance of the project, and the application for listing companies, sponsoring brokers and other intermediaries will reply within the time required for feedback (no more than 20 transfer days). The national share transfer company review function department holds the quality control meeting to review the project situation. If feedback is needed again, feedback will be sent within 10 transfer days from the date of receiving the feedback reply; the national share transfer company will be on the website after receiving the application materials. Disclosure of documents such as public transfer instructions, audit reports, legal opinions, and sponsored securities dealer recommendation reports, feedback, and their responses and review processes are all disclosed.

ForNumber of shareholdersFor applications with no more than 200 applicants, the Listing Guidelines clarify the references cited in their application documents.Financial StatementsThe remaining validity period shall not be less than 2 months; if the financial statements of the listed company have not passed the validity period and have not obtained the consent letter, the remaining validity period of the supplementary audited financial statements shall not be less than 2 months. If the application for listing company is terminated due to non-compliance with the listing conditions, the application for listing shall not be submitted again within 6 months from the date of issuance of the termination notice. For application-listing companies with more than 200 shareholders, the Listing Guidelines clarify that after obtaining the approval documents from the CSRC on the public transfer of approved shares in the national share transfer system, the application documents for stock listing will be submitted within the validity period of the financial statements.

Jin Zhendong said that the introduction of the above provisions further clarified the expectations of brokers and listed companies on the stock listing review process. “Previously, the market only had a rough estimate of the time spent on each link. At present, the regulatory layer is clear and transparent from the institutional level, which improves the standardization of the process.”

Previously, some listed companies were found to have violated laws and regulations during the application for listing. The "Guidelines for Listing" clearly stipulates that the application for listing companies and their controlling shareholders and actual controllers from the time of acceptance to the issuance of review opinions shall be investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, or investigated by the judicial authorities, and the case has not yet been closed. The company will suspend the review. If the national share transfer company receives complaints and reports related to the listing of the listed company's stock, it may request the listed company and relevant intermediaries to check and express opinions on the matters involved in the complaint report through feedback.

Fu Lichun, research director of Northeast Securities, believes that clearing the review process of the listed business, especially the suspension of the review process, indicates that the national share transfer company is more strict on the pre-registration review. This has positive implications for the exclusion of normative and legitimate companies from the source into the capital market. However, he pointed out that the NEEQ still has room for optimization in terms of improving the authenticity of information disclosure and the level of marketization. There are still many possibilities in the regulatory layer.

Solving the breakthrough of "three types of shareholders"

How to complete the “three types of shareholders” share repurchase at a reasonable price has long plagued the new three board IPO company. On March 8th, the newly revised “Guide to the Transfer of Businesses for the Specific Issues of the Shares of the National Small and Medium Enterprises' Share Transfer System Listed Companies (Trial)” (referred to as “Guidelines for the Transfer of Specific Matters Agreements”), allowing the proposed IPO company to complete the transfer of business through specific matters. Transfer of shares of “three types of shareholders”. This is seen as a big breakthrough by the market.

According to industry insiders, “three types of shareholders” are difficult to conduct penetrating verification due to the complicated structure of shareholdings, and there are risks such as stock holdings. The exit demand generated after the product expires easily leads to instability of the relevant company's shareholding structure. Many of the proposed IPO companies have chosen to actively clean up the “three types of shareholders”, but they are not able to do so. Taking Yiwen Culture and Education as an example, it is difficult to bear the cost of repurchase for shareholders such as “three types of shareholders”.Shareholders' meetingThe resolution to delist from the New Third Board was rejected and the listing application was withdrawn.

The “Guidelines for the Transfer of Specific Matters Agreements” clarifies that the National Stock Transfer Company provides a channel for the contractual private equity fund, asset management plan, and trust plan “three types of shareholders” to withdraw from the IPO audit suspension period, allowing them to transfer shares through specific matters. Transfer of transfer. The specific requirements are as follows: First, the target company should be in a long-term suspension due to the IPO application being accepted by the CSRC; second, the transferor should be a contractual private equity fund, asset management plan, and trust plan “three types of shareholders”; The basic elements such as the nature of the nature, the price of the share transfer, and the appropriateness of the transferee's investor should be in accordance with the existing trading rules.

Zhou Yunnan pointed out that the proposed IPO company with “three types of shareholders” had only passed the judicial judgment of share transfer, and 5% of the company's total share capital applied for non-transaction to clear. But these two methods are too long and costly, and there are not many successful cases. “National Stock Transfer Company has opened up a green channel for the proposed IPO to clean up the 'three types of shareholders' by using the specific event agreement. The process is simple and reduces the time and cost of the company's clean-up, and favors the IPO queuing with 'three types of shareholders'. the company."

The relevant person in charge of the national share transfer company said that the revision of the "Guidelines for the Transfer of Specific Events Agreements", in addition to meeting the exit requirements of the "three types of shareholders", also clarified that market makers and listed company shareholders fulfilled the sale or resale of market-stock stocks. The agreement applies to the assignment of a specific matter agreement. The application materials are also streamlined. For example, relax the timeliness requirements of the shareholding certification documents, and refine the filing requirements of relevant documents.

Since the second half of 2018, the reform of the new three board stock system has not diminished. The relevant person in charge of the aforementioned national share transfer company pointed out that the three reform and optimization measures are important measures to improve the basic system of the new three board market. In the next step, the national share transfer company will continue to promote the reform of the New Third Board, continuously improve the basic system of the new three board market, do a good job in the reform of the stock system reform, and continue to track and evaluate the situation of institutional reform and optimization, for the subsequent incremental reform measures. Introduce accumulated experience and create conditions.

Fu Lichun pointed out that compared with the stock reform introduced by the national stock transfer company in October 2018, the reform is more targeted and solves the hot issues facing the market. The future regulatory layer can do more in building the market and meeting the needs of market participants.

(Article source: China Securities Journal)

                        (Editor: DF407)

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