A brief introduction to the operation process of major asset reorganization of listed companies (reprinted)
A brief introduction to the operation process of major asset reorganization of listed companies
——Combined with Wan Feng Aowei Reorganization Case
1. Basic concepts and application of regulations
(1) Definition
In daily business activities of listed companies and their controlled or controlled companies Asset transactions involving the purchase and sale of assets externally or other asset transactions reaching a prescribed proportion, leading to significant changes in the main business, assets, and income of the listed company.
Point 1. Beyond daily operating activities;
Point 2. Purchase and sale at the asset level are different from reorganization at the equity level of listed companies (listed company acquisitions), but in general The reorganization at the lower asset level is combined with the reorganization at the equity level;
Point 3. Reach a certain proportion, 50%.
(2) Standards
Indicators: total assets, operating income, net assets
Proportion: change reaches 50%,
Baseline: Based on the latest audited and consolidated statements of listed companies.
(3) Types
1. Simple asset restructuring type
(1) Asset sale type; (2) Asset purchase type; (3) Asset replacement type (asset purchase and sale).
2. Combination of asset reorganization and issuance of shares
(1) Non-public issuance of shares to purchase assets; (2) Share exchange and merger by absorption; (3) Other combinations.
Note: The difference between issuance of shares to purchase assets and merger through stock exchange: Non-public issuance of shares to purchase assets must not be issued to more than 10 people, while merger through stock exchange is allowed; merger through stock exchange requires creditor protection and dissenting shareholder option mechanisms, which are not required to issue shares to purchase assets.
(4) Division of labor between the Issuance Department and the Listing Department
1. All pure asset restructuring types are reviewed by the Listing Department;
2. About listing For the review of the company's non-public issuance of shares, the Listing Department and the Issuance Department work as follows:
Serial Number
Type
Audit Department
1< /p>
Subscribing shares with significant assets
Listing Department
2
Subscribing shares with significant assets + 25% or less in cash
Listing Department
3
Share swap mergers and acquisitions of listed companies
Listing Department
4
Split-up of listed companies
Listing Department
5
Non-listed companies (including non-domestic listed companies) Survival mergers and acquisitions of listed companies
p>Listing Department
6
Subscribe shares entirely in cash (including those where the investment project is a major asset purchase)
Issuance Department, but Except for the issuance target and the asset seller who are the same party or under the same control
7
Non-significant assets + cash subscription for shares
Issuance Department
8
Subscription of shares for non-significant assets
Both the Listing Department and the Issuance Department have review precedents, and the guarantee training emphasizes the Issuance Department
9
p>Significant assets + more than 25% cash subscription for shares
Unclear
(5) The parts reviewed by the Listing Department that need to be submitted to the Reorganization Committee include the following types:< /p>
1. The total assets sold and purchased by listed companies both reach 70%;
2. Listed companies sell all operating assets and purchase other assets at the same time;
3. Mergers and divisions of listed companies;
4. Issuance of shares;
5. Other circumstances considered by the China Securities Regulatory Commission
(6) Listing Division of auditing within the department
Principle of division of auditing: professional auditing is combined with daily supervision. The Mergers and Acquisitions Department and the Supervision Department are responsible for specific audits.
Specific office responsibilities: Supervision Division 1 is responsible for supervising companies on the Shanghai Stock Exchange; Supervision Division 2 is responsible for supervising companies on the Main Board of the Shenzhen Stock Exchange; Supervision Division 3 is responsible for supervising companies on the Small and Medium-sized Board; Supervision Division 5 is responsible for the Growth Enterprise Market company supervision; the Mergers and Acquisitions Office 1 is responsible for legal review; the Mergers and Acquisitions Office 2 is responsible for financial review.
Specific review division: Two reviewers conduct the same review. Generally, the Supervision Office determines the specific reviewer (legal or financial) and matches them with the corresponding personnel of the Mergers and Acquisitions Office 1 or the Mergers and Acquisitions Office 2. This is the main trial office.
(7) Required intermediaries
1. Independent financial consultant (lead person, plan verification, independent financial consultant report, declaration, feedback reply and verification, implementation verification)
2. Law firms (legal opinions on self-examination reports, legal opinions on restructuring reports, feedback and verification opinions, legal opinions on implementation)
3. Accounting firms (auditing report, profit forecast review report)
4. Asset appraisers (land valuation, mineral rights valuation, jewelry valuation)
For the reorganization of asset replacement, the asset buyer and seller must hire Different accountants and appraisers.
(8) Applicable regulations, normative documents, memorandums, etc.
Type
Name
Main content or file directory
p>
Basic and core regulations
"Administrative Measures for Major Asset Reorganization of Listed Companies"
Definition, principles and standards, procedures, information management, and issuance of shares for major asset reorganization Special regulations on asset purchase, application for issuance of new shares or corporate bonds after reorganization, supervision and management and legal liabilities, etc.
"Decision on Amending the Provisions on Major Asset Reorganization and Supporting Financing of Listed Companies"
1. Standardize and guide backdoor listings;
2. Improve the system and regulations for issuing shares to purchase assets;
3. Synchronize the major asset restructuring and supporting financing of listed companies.
"Provisions on Certain Issues Concerning the Standardization of Major Asset Reorganizations of Listed Companies"
Based on the "Reorganization Measures", the disclosure of information on major reorganizations of listed companies and the convening of the board of directors, announcement process, The main terms of the transaction contract have been detailed and supplemented.
"Standard No. 26 on the Content and Format of Information Disclosure by Companies that Offer Securities to the Public - Application Documents for Major Asset Reorganization of Listed Companies"
1. Format content of the reorganization plan;
2. The format and content of the reorganization report;
3. The format and content of the summary of the reorganization report;
4. The format and content of the independent financial advisor’s report;
5. Format and content of legal opinions;
6. Requirements for profit forecast reports;
7. Requirements for financial reports and audit reports;
8. Requirements for evaluation reports;
9. Requirements for self-examination reports;
10. Format and content of implementation reports;
< p>11. Catalog of application documents;"Notice on Regulating the Information Disclosure of Listed Companies and the Behavior of Relevant Parties"
Information on the planning of major asset restructurings of listed companies and other major matters Disclosure Requirements. (2007 Document No. 128)
"Measures for the Management of Financial Consulting Business for Mergers, Acquisitions and Reorganizations of Listed Companies"
At present, the business licensing part has not yet been implemented, but the business rules part has been implemented in actual work .
"Measures for the Administration of Acquisitions of Listed Companies"
Major asset restructuring of listed companies that issue shares will inevitably involve changes in shareholders' equity, so it needs to be performed in accordance with the relevant provisions of the "Measures for the Administration of Acquisitions of Listed Companies" Announcements, reports, and approval procedures.
Guidelines or supplementary regulations
"Guidelines for the Declaration of Major Asset Restructuring of Listed Companies"
clarifies the declaration, reception, acceptance, review, feedback, meetings, The process of review and sealing.
"Notice on Filling in the Overview Form of Mergers, Acquisitions and Reorganization Plans of Listed Companies"
The format and related filling requirements of the M&A and Reorganization Plan Overview Form shall be stamped with the official seal of the application and submitted together with the application documents.
Regulations on filling in the "Schedule of Professional Opinions on Financial Consultants for Mergers, Acquisitions and Reorganizations of Listed Companies"
Clarify the key points of concern in the due diligence of financial consultants on mergers, acquisitions and reorganizations of listed companies, as an attachment to the financial consultant opinions Reported together, these regulations will come into effect on January 1, 2011.
Special Provisions
"Supplementary Provisions on the Issuance and Pricing of Major Asset Reorganization Shares of Bankrupt and Reorganized Listed Companies"
Special Regulations on the Issuance and Pricing of Shares of Bankrupt and Reorganized Listed Companies Special provisions.
Relevant regulations on the participation of state-owned shareholders in mergers, acquisitions and reorganizations of listed companies
1. "Interim Regulations on the Supervision and Administration of State-owned Assets of Enterprises";
2. "Transfer of Shares held by State-owned Shareholders" Interim Measures for the Management of Shares of Listed Companies";
3. "Interim Provisions for the Management of Shares Transferred to Listed Companies by State-owned Units";
3. "About Regulating the Asset Reorganization of State-owned Shareholders and Listed Companies" Notice on Relevant Matters";
4. "Notice on Issues Concerning the Transfer of State-owned Shares and Legal Person Shares of Listed Companies to Foreign Investors";
5. "Interim Measures for the Assessment and Management of State-owned Assets of Enterprises".
Interpretation and review points of concern
Opinions on the application of securities and futures laws
1. No. 10: Article 3 of the "Administrative Measures for Major Asset Restructuring of Listed Companies" Applicable opinions on the problem of capital occupation of assets to be purchased;
2. No. 11: "Measures for the Administration of Major Asset Reorganization of Listed Companies" Article 12 A listed company continuously purchases or sells the same or Applicable opinions on proportion calculation of relevant assets.
Business consultation questions and answers published online by the China Securities Regulatory Commission
About 20 related to major asset restructuring of listed companies.
Key points of attention in the review of serious issues in mergers, acquisitions and reorganizations
Focus 1: Fairness of transaction price
Focus 2: Profitability and forecasts
< p>Concern 3: Asset ownership and integrityConcern 4: Horizontal competition
Concern 5: Related transactions
Concern 6: Sustainability
p>Attention 7: Insider trading
Attention 8: Bond debt disposal
Attention 9: Equity transfer and equity changes
Attention 10: Transition period Profit and loss arrangements
Attention 11: Source of acquisition funds
Attention 12: Feasibility of restructuring plan to save listed companies from financial difficulties
Attention 13: Changes in actual controllers< /p>
Attention 14: Information disclosure and evaluation of mining rights
Attention 15: Independence of audit institutions and evaluation institutions
Memo from the exchange
Information Disclosure Memorandum of the Shanghai Stock Exchange
The stock purchase agent is 60****
No. 1 Information Disclosure Business Process
No. 2 Financial Advisory Business Guidelines for Major Asset Reorganizations of Listed Companies (Trial)
Basic Information Table for No. 3 Major Asset Reorganization Plans for Listed Companies
Estimated Pricing and Transaction Pricing of No. 4 Transaction Target Assets Explanation of differences
Points to focus on in the information disclosure review of No. 5 major asset reorganization plans of listed companies
No. 6 asset assessment related information disclosure
No. 7 issued to shareholders Standard requirements for continuous information disclosure before the general meeting is notified
Registration of the No. 8 Reorganization Insider Information List
Shenzhen Stock Exchange Main Board
The stock code is 000** *
1. Listed Company Business Handling Guide No. 10 for Major Restructuring, Suspension of Trading and Submission of Materials;
2. Information Disclosure Business Memorandum No. 13 - Major Asset Restructuring.
Shenzhen Stock Exchange Small and Medium Enterprise Board
The stock code is 002***
1. Small and Medium Enterprise Board Information Disclosure Business Memorandum No. 17: Major Assets Reorganization (I) - Matters related to major asset reorganization;
2. Small and Medium Enterprise Board Information Disclosure Business Memorandum No. 18: Major Asset Reorganization (II) - Financial Advisory Business Guidelines for Major Asset Reorganization of Listed Companies ( Trial)
3. "SME Board Information Disclosure Business Memorandum No. 32: Format of Information Disclosure Announcement of Listed Companies" - "No. 25: Format of Report on the Implementation of Major Asset Restructuring by the Board of Directors of Listed Companies"
II. A brief review of the reorganization process of Wanfeng Aowei
(1) Introduction to the reorganization plan
Zhejiang Wanfeng Aowei Steam Turbine Co., Ltd. (hereinafter (referred to as "Wanfeng Aowei") was listed on the Small and Medium Enterprise Board of the Shenzhen Stock Exchange on November 28, 2006. The controlling shareholder is Wanfeng Group, and the actual controller is the Chen Ailian family. Before the reorganization, the main business was the production, sales and research and development of automotive aluminum alloy wheels and parts.
In order to realize the overall listing of aluminum alloy wheels, Wanfeng Group decided to inject the motorcycle aluminum alloy wheel business and assets into the listed company, thus launching this major asset restructuring of Wanfeng Aowei.
The specific plan is: Wanfeng Aowei will purchase Zhejiang Wanfeng Motorcycle Co., Ltd. (hereinafter referred to as "hereinafter referred to as " Wanfeng Motorcycle" or "Target Company") 75% equity.
This transaction is a type of asset purchase through the issuance of shares, and the asset purchase constitutes a major asset restructuring. Therefore, it needs to go through the review procedures of the Reorganization Committee of the Ministry of Finance. Information disclosure is in accordance with Shenzhen Stock Exchange Small and Medium-sized Board Information Disclosure Memorandum 17 and 18. No. request is made.
(2) Project Timetable
Time
Events
Report or Announcement Documents
July 2010 On March 22nd
The company's stocks were suspended from trading;
1. "Application Form for Suspension of Major Asset Reorganization of Listed Companies" signed by the chairman and stamped by the board of directors;
2. Announcement of trading suspension;
3. Agreement of intention for major asset reorganization.
July 30, 2010
The board of directors agreed to plan for a major asset restructuring matter
Within 5 working days of the suspension, the board of directors reviewed and agreed to plan for a major asset restructuring, and Disclosure.
During the trading suspension period, an announcement on the progress of relevant matters will be released once a week.
August 21, 2010
Plan announcement, stock resumption, general suspension shall not exceed 30 days
1. Board resolution;
2. Opinions of independent directors;
3. Major asset reorganization plan;
4. Verification opinions of independent financial advisors;
5. "Small and Medium-sized Board Listed Companies" "Comparison table for the first disclosure of major asset reorganization plan";
6. Other relevant documents
(1) Agreement on issuing shares to purchase assets
(2) Confidentiality adopted Description of measures and confidentiality system and confidentiality agreement;
(3) Commitment and statement by the counterparty to provide true, accurate and complete information;
(4) Transaction process memorandum and self-examination Report;
(5) Explanation on whether the stock trading before the suspension of major asset reorganization meets the standards of Document No. 128;
(6) The completeness of the board of directors’ implementation of legal procedures for major asset reorganization , compliance and explanation of the validity of the legal documents submitted;
(7) Commitment letter from the independent financial adviser;
(8) Profit commitment and compensation measures;
(9) "Registration Form of Persons with Insider Information", which shall be provided as soon as possible after the trading suspension.
Before the notice of the general meeting of shareholders is issued, the board of directors must issue an announcement on the progress of this major asset reorganization every 30 days.
On October 8, 2010
The company published the asset purchase and related transaction report and other documents through the issuance of shares.
1. Board resolution;
2. Opinions of independent directors;
3. Major asset restructuring report and its summary
4 , independent financial advisor's report;
5. Legal opinion;
6. Audit report;
7. Asset evaluation report;
11. Other relevant documents;
(1) Supplementary Agreement for Issuing Shares to Purchase Assets
(2) Profit Commitment Compensation Agreement
12 , summary of acquisition report.
October 25, 2010
The shareholders' meeting voted and approved. Notes: Online voting is required; two-thirds vote is required; the time between issuing the notice of shareholders’ meeting and the announcement of the first board of directors (planned board of directors) shall not exceed 6 months.
October 26, 2010
The application documents for this major asset reorganization were submitted to the China Securities Regulatory Commission, and the China Securities Regulatory Commission issued a letter of receipt of materials. Regulations require that the resolution of the general meeting of shareholders be submitted within 3 working days after the announcement. Please refer to Guideline No. 26 for the detailed list of application documents.
November 4, 2010
Received the "Notice of Supplement and Correction of Administrative Licensing Application Materials from the China Securities Regulatory Commission". It is required to report within 30 working days. If it cannot be reported in time, the reasons must be explained and announced.
On November 15, 2010
The supplementary materials for this major asset reorganization application were submitted.
November 19, 2010
Received the "Notice of Acceptance of Administrative Licensing Application from China Securities Regulatory Commission".
December 24, 2010
Received the "First Feedback Notice". It is required to report within 30 working days. If it cannot be reported in time, the reasons must be explained and announced.
December 30, 2010
Submit feedback and reply.
The audit will be carried out due to account changes. During the audit period, the review will be stopped.
April 22, 2011
The restructuring report and related documents were updated and submitted based on the 2010 financial data of the target company and listed companies.
May 12, 2011
Notice at around 3:30 p.m.: Submit the meeting draft before 9 a.m. the next day, and submit a non-interference letter at the same time.
Trading suspension began on May 13, 2011
Submission of manuscripts (7 copies), and 5 independent trolley cases are required at the same time.
May 17, 2011
Passed review by the Reorganization Committee.
May 18, 2011
Announcement and resumption of trading.
June 2, 2011
Feedback after the meeting was received.
June 7, 2011
Submitted the post-meeting feedback reply.
According to the auditor’s notice, complete the sealing.
On June 28, 2011
Obtained the approval document.
June 29, 2011
Disclosure of approval announcement and revised restructuring report and other documents
1. Approval announcement;
2. Revision instructions for the reorganization report;
3. The revised reorganization report and summary; (matters that have been approved must be added).
4. Revised independent financial advisor’s report;
5. Previous legal opinions;
6. Acquisition report and summary;
On July 11, 2011
The accounting firm issued a capital verification report.
July 12, 2011
Announcement on the completion of the transfer of the underlying assets
1. Announcement on the completion of the transfer;
2. Regarding the transfer Verification opinions of independent financial advisor;
3. Legal opinions on transfer.
July 14, 2011
Share registration application
1. Application for registration of non-public issuance of securities;
1. Securities Regulatory Commission The meeting will approve the documents;
3. Electronic documents for securities registration and declaration;
4. Financial advisory agreement;
5. Capital verification report;
6-1. Application form for shareholders to commit to additional share sales restrictions;
6-2. Shareholders' commitments to restrict sales;
6-3. Indicative announcement about shareholders' commitments to share sales restrictions ;
7. Copy of Wanfeng Aowei business license;
8. Reorganization report;
9. Legal opinion;
< p>10. Power of attorney.July 14, 2011
New share listing application
1. Non-public offering of stock listing application form;
2 , Financial advisory agreement;
3. The independent financial advisory opinion of Beijing Capital Securities Co., Ltd. on the implementation of Wanfeng Aowei’s issuance of shares to purchase assets and related transactions;
4. Wanfeng Aowei Legal opinion on the implementation of Aowei's non-public issuance of shares to purchase assets;
5. Capital verification report;
6. Securities registration confirmation;
7. Report on the implementation of asset purchases through the issuance of shares and announcement on the listing of shares;
8-1. Indicative announcement on changes in shares;
8-2. Commitment on additional sales restrictions on shareholders’ shares Indicative announcements;
9. Reports on changes in shareholdings of directors, supervisors and senior managers.
July 20, 2011
Announcement on the Listing of New Shares
1. Implementation Report on the Issuance of Shares to Purchase Assets and Announcement on the Listing of Shares
2. Independent financial advisor’s opinion on implementation;
3. Legal opinion on implementation;
4. Indicative announcement on share changes;
< p>5. Indicative announcement regarding shareholders’ commitment to additional sales restrictions on shares.August 10, 2011
Independent financial advisor summary report
Submit directly to the Securities Regulatory Bureau where the listed company is located within 15 working days after implementation. .
Enter the continuous supervision period from the date of approval
The continuous supervision period for backdoor reorganization is the year of completion and 3 complete accounting years. Other reorganizations are the year of completion. and 1 full fiscal year. The unified requirements for the small and medium-sized board are the year of implementation and three complete accounting years. The Shanghai Main Board and Shenzhen Main Board are consistent with the requirements of the China Securities Regulatory Commission.
(3) Some experiences
1. Major asset restructuring projects have a long cycle and many links. Take the restructuring of Wanfeng Aowei as an example. Trading was suspended on July 22, 2010, and in 2011 The shares were issued and listed on July 21, 2016, a full year later.
2. Information disclosure of the restructuring project is the main line. All materials have been publicly disclosed before they are reported to the China Securities Regulatory Commission. The workload of producing materials is mainly concentrated in the period from the suspension of trading to the announcement date of the restructuring report. In particular, the restructuring plan must be announced within 30 days of the trading suspension, and the time for producing plan materials is particularly tight.
3. Strictly maintain confidentiality and prevent insider trading.
4. Requirements for self-examination reports
(1) The self-examination period is from 6 months before the trading suspension to the date of announcement of the restructuring report.
(2) Scope of self-examination objects:
1) Listed companies and their directors, supervisors, senior managers, as well as spouses and immediate family members of the aforementioned natural persons.
2) The counterparty to the transaction and its directors, supervisors, senior managers (or principal persons in charge), as well as the spouses and immediate family members of the aforementioned natural persons.
3) The intermediaries and relevant handling personnel hired for this major asset transaction, as well as the spouses and immediate relatives of the aforementioned natural persons.
4) Other legal persons and natural persons who know the inside information of this major asset transaction, as well as the spouses and immediate relatives of the aforementioned natural persons. (The legal person here generally includes the target company and the natural person includes the person who signed the transaction process memorandum)
Note: Immediate relatives generally refer to parents and adult children.
Since buying and selling stocks during the sensitive period will have a great impact on the reorganization process, you should apply for an inquiry to the registration company as soon as possible after the suspension.
5. The selection of the evaluation base date does not need to be at the end of March, June or September. It should be as late as possible to extend the validity period of the financial report and evaluation report. The financial report is valid for 6 months, and the evaluation report is valid for 12 months. The approval document must be issued within the validity period of the financial report and evaluation report, otherwise it will need to be re-audited or re-evaluated.
6. Fully communicate with the exchange and pay attention to the preparation of plans. After the announcement of the restructuring plan, the stock will resume trading, and the restructuring plan will have a great impact on the stock price. Therefore, the review of the restructuring plan is the focus of the exchange's supervision of restructuring. The time requirement for submission of the restructuring plan is within 25 days after the trading suspension. It will be double reviewed by the supervisor and the restructuring review team, and multiple feedbacks will be given. The exchange’s review mainly focuses on the following aspects:
(1) Estimated value. The estimated value must be as close as possible to the assessed value. The difference cannot exceed 10%, and the estimation method and method need to be disclosed. Reasons for added value, etc. Therefore, the appraiser needs to form a relatively complete appraisal conclusion and appraisal report before the plan is disclosed, and the time is very tight.
(2) Profit commitment. At present, small and medium-sized boards tend to require share compensation.
(3) Share lock-up: It not only complies with the provisions of the "Measures for the Administration of Major Asset Restructuring of Listed Companies" on share lock-ups, but also complies with the provisions of the "Measures for the Administration of Acquisitions of Listed Companies" on share lock-ups.
Lock-up requirements for existing shares:
Article 62 (3) of the "Measures for the Administration of Acquisitions of Listed Companies". Upon approval by non-related shareholders at the general meeting of shareholders of the listed company, the acquirer obtains the The new shares issued to it result in its equity interest in the company exceeding 30% of the company's issued shares. The acquirer promises not to transfer its equity shares within 3 years, and the company's general meeting of shareholders agrees that the acquirer is exempt from making an offer;
Article 74 of the "Measures for the Administration of Acquisitions of Listed Companies" In the acquisition of listed companies, the shares of the acquired company held by the acquirer shall not be transferred within 12 months after the completion of the acquisition. The transfer of the acquirer's equity interests in the acquired company between different entities controlled by the same actual controller is not subject to the aforementioned 12-month restriction, but the provisions of Chapter 6 of these Measures must be complied with.
7. After the restructuring and trading suspension, the issuance objects, target objects, and transaction prices have changed, which is a major adjustment of the plan. The board of directors needs to be reconvened to determine the issuance floor price, and the application documents must be resubmitted after the shareholders' meeting votes.
8. Situation of the restructuring meeting
No more than 10 people are allowed to enter, and relevant personnel of the company, independent financial advisors, lawyers, appraisers, and accountants must participate.
(1) Assessment is the key point. Generally, the appraiser will be asked directly about the reasons for the added value and the selection of assessment parameters;
(2) The company's legal person governance and improvement of corporate governance. Measures;
(3) Legal and financial issues will be asked directly to lawyers and accountants;
(4) Questions such as the rationality and verification of issuance pricing will be asked to independent financial advisors.
When answering questions, be concise and specific, and do not expand on it without authorization.
Attachment: Decision on Amending the Measures for the Administration of Acquisitions of Listed Companies
Articles 62 and 63
1. 60 Article 2 is modified to read: “Under any of the following circumstances, the acquirer may apply to the China Securities Regulatory Commission for exemption from increasing its shareholding by way of tender offer: (1) The acquirer and the transferor can prove that the The transfer did not result in a change in the actual controller of the listed company;
(2) The listed company is facing serious financial difficulties, and the acquirer’s reorganization plan to save the company has been approved by the company’s shareholders’ meeting, and the acquirer has committed Not transfer its interests in the company within 3 years;
(3) With the approval of the non-affiliated shareholders of the listed company’s general meeting of shareholders, the acquirer obtains new shares issued to it by the listed company, resulting in its ownership in the company The equity shares exceed 30% of the company’s issued shares, the acquirer promises not to transfer the new shares issued to it within 3 years, and the company’s general meeting of shareholders agrees that the acquirer is exempt from making an offer; (Personal diary: add “this time” Two words, the exemption only requires that new shares be locked for three years, which is consistent with the requirements of the reorganization method. The existing shares held by the acquirer are no longer required to be locked.)
(4) China Securities Regulatory Commission. Other circumstances that will be determined to adapt to the development and changes of the securities market and protect the legitimate rights and interests of investors
The exemption application documents submitted by the acquirer comply with the regulations, and reports and announcements have been made in accordance with the provisions of these Measures. The China Securities Regulatory Commission will accept the application if it does not comply with the regulations or fails to perform the reporting and announcement obligations. The China Securities Regulatory Commission will review the specific matters applied for by the acquirer within 20 working days after accepting the exemption application. Make a decision on whether to grant an exemption; if exempted, the acquirer may complete this shareholding increase if the acquirer falls under the circumstances specified in item (3) of the preceding paragraph, but already controls the company before it obtains the new shares issued by the company. If there is no right, the applicant may be exempted from submitting an exemption application in accordance with the provisions of the preceding paragraph. After the lawyer issues a special verification opinion on the acquirer's relevant behavior that complies with the provisions and the information is disclosed by the listed company, the acquirer decides to issue shares in accordance with the securities registration based on the administrative license decision. The relevant matters shall be handled in accordance with the regulations of the settlement agency.” (Personal diary: If the acquirer has control before the acquisition, no matter whether it controls more than 30% of the shares or less, the acquirer does not need to apply for exemption if it subsequently increases its equity by subscribing for new shares, good again!.
)
2. Article 63 is revised to read: “Under any of the following circumstances, the party may apply to the China Securities Regulatory Commission for exemption from issuing an offer. If no objection is raised within 10 working days from the date of the document, the relevant investors may apply to the stock exchange and the securities registration and clearing agency for share transfer and transfer registration procedures; if the China Securities Regulatory Commission does not agree with their application, the relevant investors shall apply in accordance with The provisions of Article 61 of these Measures shall be handled:
(1) Free transfer, change or merger of state-owned assets with the approval of the government or state-owned assets management department, resulting in investors having interests in a listed company The shares account for more than 30% of the company’s issued shares;
(2) Because the listed company repurchases shares from specific shareholders at a price determined by the general meeting of shareholders and reduces its share capital, the party concerned is in the company The shares with equity interests exceed 30% of the issued shares of the company;
(3) Securities companies, banks and other financial institutions engage in underwriting, loans and other businesses within their business scope in accordance with the law, resulting in them holding a listed company The issued shares exceed 30%, there is no actual control of the company's behavior or intention, and a solution is proposed to transfer relevant shares to non-related parties within a reasonable period;
(4) The China Securities Regulatory Commission is adapting to the securities market
In any of the following circumstances, the relevant investors may be exempted from filing an exemption application in accordance with the provisions of the preceding paragraph and directly apply to the stock exchange and the stock exchange. Securities registration and clearing institutions apply for share transfer and transfer registration procedures:
(1) If the shares held equity in a listed company reach or exceed 30% of the company’s issued shares, from the occurrence of the above fact One year after the date of the date, the company shall increase its holdings by no more than 2% of the company's issued shares every 12 months; For those who issue 50% of the shares, continuing to increase their equity in the company will not affect the company's listing status;
(3) Due to inheritance, the number of shares owned by a listed company exceeds the company's existing shares. 30% of the issued shares.
Relevant investors shall make an announcement on the increase in shareholding within 3 days after the completion of the equity changes specified in the preceding paragraph, and the lawyer shall make an announcement on the equity changes of the relevant investors in compliance with the regulations. The relevant investors shall use centralized bidding to increase their shareholdings in accordance with the provisions of Items (1) and (2) of the preceding paragraph, and each time the cumulative increase in shareholding ratio reaches the number of issued shares of the company. 1%, the listed company shall be notified on the day when the fact occurs, and the listed company shall issue an announcement on the progress of the relevant shareholders' increase in the company's shares on the next trading day, and the relevant investors shall increase their holdings through centralized bidding in accordance with the provisions of Item (2) of the preceding paragraph. For those who hold shares, if the cumulative increase in shareholding ratio reaches 2% of the issued shares of the listed company, no further increase in shareholding is allowed on the day when the fact occurs and when the listed company issues an announcement on the progress of the relevant shareholder's increase in the company's shares. The lock-up period for shares increased by no more than 2% as stipulated in Item (1) of the preceding paragraph is 6 months from the date of completion of the shareholding increase. ”
This decision will come into effect on March 15, 2012.
(Personal diary: Article 63 has been greatly changed, and basically no offers will be made. One thing to note: How Coordination with Article 98 of the Securities Law "In the acquisition of a listed company, the shares of the acquired listed company held by the acquirer shall not be transferred within twelve months after the completion of the acquisition." Regarding the implementation of the 98 conditions. , there is no mandatory technical lock-in during the reorganization review and subsequent registration stages, but we have discussed with relevant people that the lack of technical lock-in does not mean that the lock-up period for the 2% increase in shares is only 6 months. It is through centralized bidding.
)