The China Securities Regulatory Commission will strengthen supervision over shareholding reduction and comprehensively improve the rule system for shareholding reduction.

[ad_1]

The reporter learned from the China Securities Regulatory Commission that in order to further standardize the behavior of shareholders reducing their holdings, effectively prevent “detours to reduce their holdings”, and maintain market confidence, the China Securities Regulatory Commission plans to impose “Several Provisions on the Reduction of Shareholdings by Shareholders, Directors, Supervisors and Senior Management of Listed Companies” (referred to as “Reduction of Shareholdings”). “Regulations on Shareholdings”) were revised and re-released in the form of regulations, and its name was changed to “Measures for the Administration of Shareholding Reductions by Shareholders of Listed Companies” (referred to as “Measures for Reduction of Shareholdings”). At the same time, in order to further regulate the transfer of shares by directors, supervisors and senior managers and support them in increasing their shareholdings in compliance with laws and regulations, the China Securities Regulatory Commission also revised the “Management Rules for the Company’s Shares Held by Directors, Supervisors and Senior Managers of Listed Companies and their Changes” (referred to as the “Shareholding Change Rules”) shall be revised. The above two documents were released to the public for comments on April 12.

According to reports, the “Measures for Holding Reduction” basically maintain the framework and main content of the “Regulations on Holding Reduction”, and make targeted adjustments and improvements to outstanding issues reflected in the market, mainly including the following aspects:

The first is to improve the rule system for shareholding reduction. Publish the “Measures for Reduction of Shareholdings” in the form of regulations, move the relevant requirements for regulating the reduction of shareholdings of directors, supervisors and senior executives in the “Regulations on Shareholding Reduction” to the “Rules for Changes in Shareholdings”, and do a good job in coordinating with the “Shareholders of Venture Capital Funds of Listed Companies Reducing Shareholdings” “Special Provisions” to form a “1+2” ​​rule system.

The second is to strictly regulate the reduction of holdings by major shareholders. Increase the pre-disclosure obligations of major shareholders before reducing their holdings through large transactions, require concerted actors of major shareholders and persons acting in concert with a total shareholding of more than 5% to abide by the obligations of major shareholders, and clarify that controlling shareholders and actual controllers are required to act in concert when they lose shares or net shares. Under circumstances such as insufficient dividends, holdings may not be reduced through centralized bidding or bulk transactions.

The third is to effectively prevent “detour and reduction of holdings”. Require relevant parties to continue to jointly abide by the reduction restrictions after divorce, termination of legal persons or unincorporated organizations, separation, etc.; clarify that all parties will continue to jointly abide by the reduction restrictions within 6 months after the termination of the concerted action relationship; require all parties to be subject to the transfer agreement The transferor is locked in for 6 months, and the transferor that loses its status as a major shareholder will continue to abide by relevant restrictions within 6 months; judicial enforcement, pledged securities lending default disposal, gifts, etc. are required to comply with the “Measures for Reduction of Shareholdings”, and the judicial enforcement of passive disposals is clarified pre-disclosure time to improve the enforceability of the rules; major shareholders are prohibited from selling securities or participating in derivatives transactions with the company’s stocks as the subject matter, and it is prohibited to refinance and lend restricted shares, or to sell securities by shareholders of restricted shares. .

The fourth is to refine the liability provisions for violations. It is clear that measures such as “ordering to repurchase and handing over the price difference to listed companies” can be adopted for illegal shareholding reductions, increasing supervisory talks, issuing warning letters and other supervisory measures, detailing the specific circumstances that should be punished, and increasing the crackdown and pursuit of illegal shareholding reductions. intensity of responsibility.

The fifth is to optimize the regulations prohibiting reduction of holdings in violation of laws and regulations. Considering that general shareholders other than controlling shareholders and actual controllers are usually not primarily responsible for violations of laws and regulations of listed companies, the requirements for not reducing shareholdings shall be appropriately adjusted: for controlling shareholders and actual controllers to reduce their holdings, they shall be responsible for the violation of laws and regulations by themselves and the listed companies. Restrictions are imposed at two levels; the reduction of holdings by general major shareholders is restricted only from the perspective of their own violations.

Sixth, strengthen the responsibilities of major shareholders and board secretaries. Major shareholders of listed companies are required to carry out shareholding reductions in a standardized, rational and orderly manner, and pay full attention to the interests of listed companies and small and medium-sized shareholders; the secretary of the board of directors of listed companies is required to regularly inspect the shareholders’ reduction of the company’s stock holdings, and promptly report any violation of laws and regulations to the Securities Exchange Report of the Institute and China Securities Regulatory Commission.

The main revisions to the “Shareholding Change Rules” include: First, regulating the reduction of shareholdings by directors, supervisors and senior executives. Move the content stipulated in Articles 7 and 8 of the “Shareholding Reduction Regulations” to the “Shareholding Change Rules”, and refer to the reform direction of the “Shareholding Reduction Regulations” to clarify that directors, supervisors and senior executives are required to act in accordance with their own laws and the listed company’s laws and regulations. During the mandatory delisting risk warning period for major violations, shareholdings shall not be reduced; it is clarified that directors, supervisors and senior executives must disclose in advance before reducing their shareholdings in centralized bidding or large-scale transactions; it is clarified that after the divorce of directors, supervisors and senior management, both parties will continue to abide by relevant shareholding reduction restrictions. The second is to optimize the window period regulations. The window period for listed companies’ annual reports and semi-annual reports will be adjusted to “within fifteen days before the announcement”, and the window period for quarterly reports, performance forecasts, and performance bulletins will be adjusted to “within five days before the announcement.” The third is strict legal liability. If directors, supervisors and senior executives transfer shares in violation of the rules, administrative supervision measures may be taken, and if penalties should be imposed, the penalties shall be implemented in accordance with Article 186 of the Securities Law.

[ad_2]

Source link