Original title: Shanghai and Shenzhen Stock Exchange issued a document to regulate the bankruptcy of listed companies. Source: Securities Daily
On the evening of January 4th, the Shanghai and Shenzhen Stock Exchanges separately issued the “Shanghai Stock Exchange Guidelines for the Self-Regulatory Supervision of Listed Companies No. 13-Bankruptcy and Reorganization and Other Matters (Draft for Comment)” and “Shenzhen Stock Exchange Guidelines for the Self-Regulatory Supervision of Listed Companies No. 14 No.-Bankruptcy, Reorganization and Other Matters (Consultation Draft)” (hereinafter collectively referred to as the “Guidelines”) for external comments.
In recent years, cases of bankruptcy and reorganization of listed companies have increased, and risk resolution has also been accompanied by many new situations and new problems. In view of the numerous links, long chains, and wide impact of bankruptcy matters, in order to clarify the rights and obligations of all parties and protect the right of market participants to know, under the guidance of the China Securities Regulatory Commission, the Shanghai and Shenzhen Stock Exchange formulated the Guidelines to further regulate the bankruptcy of listed companies, Stabilize market expectations and protect the legitimate rights and interests of small and medium investors.
In order to effectively play the role of bankruptcy and reorganization, improve the quality of listed companies, and prevent some participants from participating in bankruptcy and reorganization for the purpose of cashing out shells, the “Guidelines” provide for the implementation of the reorganization plan, the commitment of related parties to lock up shares, business plans, and performance commitments. Up the specification.
Specifically, the relevant parties are required to commit to the lock-in of shares, that is, if the reorganization investor becomes the controlling shareholder or actual controller after acquiring the shares of the listed company, he shall promise to lock it up for 36 months from the date of acquiring the shares, and other reorganization investors shall lock in 12 Months. If the controlling shareholder or actual controller of the listed company has not changed, its controlling shareholder or actual controller shall promise to lock it up for 36 months from the date of completion of the reorganization plan. The above lock-in arrangement can ensure the stable operation of listed companies and prevent short-term speculation and arbitrage. Relevant practices have been implemented in the practice of Shanghai stock exchange companies. This time, the practice in practice has been raised to the level of rules.
The Guidelines clarify that if the reorganization plan involves commitments, the parties involved in the commitment must have a clear deadline for performance, fully disclose the content of the commitments, performance capabilities and other important issues, and fully demonstrate the feasibility of the commitments.
Standardize the implementation of the reorganization plan. If the reorganization plan cannot be implemented or is not implemented and then goes into bankruptcy liquidation, with regard to stock price changes and the specifications of investor briefings, the implementation of the reorganization plan is required to be disclosed in the year after the implementation of the reorganization plan and the first fiscal year after the implementation is completed.
In terms of stabilizing market expectations, equity adjustment is the focus of attention of investors in the bankruptcy and reorganization of listed companies. The “Guidelines” ensure the interests of small and medium shareholders and creditors by clarifying the method of reorganizing the introduction of investors and the transferee price, and regulating the arrangement of rights and interests adjustment matters.
Specifically, it is clear that public solicitation and other methods introduce disclosure requirements for restructuring investors. The “Guidelines” require timely disclosure of the basic information of reorganization investors, investment agreements, payment of consideration, lock-in arrangements, and related commitments. Guide listed companies to introduce reorganization investors through public solicitation in bankruptcy reorganization to ensure that the game process is open and transparent.
Standardize the pricing basis for restructuring investors. In practice, the low share price of restructuring investors is the focus of investors’ attention. The Guidelines stipulate that if the share transfer price is lower than 80% of the closing price of the company’s stock on the day the investment agreement is signed, a financial consultant is required to issue and disclose special opinions on the reasonableness of the price and the basis for pricing.
Specify the disclosure requirements for equity adjustments. If the reorganization plan involves the adjustment of rights and interests, a meeting of the investor group shall be held to vote; at the same time, the necessity, scope, content of the adjustment of rights and interests, and whether it is beneficial to protect the rights and interests of listed companies and small and medium investors shall be explained. If the company applies for stock price ex-rights and ex-dividend adjustments, it shall explain the reasons and rules based on the consideration paid by the reorganization investor, transfer of shares, and debt settlement, and hire a financial adviser on the compliance, rationality, and appropriateness of the results. Express clear opinions on sex.
Regarding the protection of the legal rights and interests of small and medium investors, the Shanghai and Shenzhen Stock Exchange stated that the Guidelines mainly ensure the legal rights and interests of small and medium investors by regulating the procedures for convening investor group meetings, the content of information disclosure, online voting methods and the opinions of law firms. Specifically, it includes strengthening information disclosure requirements to ensure the transparency of the entire reorganization process; preventing flickering reorganization and clarifying the factual basis for information disclosure; standardizing the procedures of investor group meetings to facilitate investors’ voting; and giving full play to the professional role of intermediaries, Provide support for investors’ decision-making.
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