On September 22, the National Equities Exchange and Quotations issued an announcement on the "Guidelines for the Preferred Stock Business of the National Equities Exchange and Quotations (Trial)", which stated that the issuance, registration or listing of preferred shares should be sponsored by the National Equities Exchange and Quotations engaged in recommendation business in the National Equities Exchange and Quotations.
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Taking into account the characteristics of non-public issuance of preferred shares with the same terms, which cannot exceed 200 investors after transfer and the liquidity needs of preferred shares, the National Equity Transfer System provides negotiated transfer arrangements for the transfer of preferred shares.
The National Equities Exchange and Quotations Corporation stated that the launch of preferred shares will help small, medium and micro enterprises optimize their financial structure, enrich investment and financing options, and improve market financing functions.
Industry insiders analyzed the China Securities Journal reporter and pointed out that the main purpose of the New OTC Market's launch of preferred stock-related plans is to improve the financing function of the entire market, but at the same time, they do not rule out the possibility of paving the way for the upcoming stratification and transfer pilot projects.
The sponsoring securities firm recommended the preferred stock pilot work to standardize the national small and medium-sized enterprise share transfer system, in accordance with the "Guiding Opinions of the State Council on Carrying out Preferred Stock Pilot Programs", "Preferred Stock Pilot Management Measures", "Supervision and Management Measures for Unlisted Public Companies" and other relevant regulations
, and the relevant business rules of the National Equities Exchange and Quotations, the National Equities Exchange and Quotations Co., Ltd. has formulated the "National Equities Exchange and Quotations Preferred Stock Business Guidelines (Trial)" and announced relevant matters.
The "Business Guidelines" stipulate that if a listed company with a combined number of common shareholders and preference shareholders does not exceed 200, if it issues preference shares in accordance with the provisions of these Guidelines, it must complete the filing procedures with the National Equities Exchange and Quotations Corporation.
The issuance filing or listing of preferred shares shall be recommended by the sponsoring securities firm engaged in recommendation business in the National Equities Exchange and Quotations System.
The sponsoring securities firm and law firm shall issue recommendation work reports and legal opinions respectively on the issuance of preferred shares based on due diligence.
In terms of information disclosure requirements, the issuer shall promptly disclose information that has a greater impact on the transfer price of preferred shares in accordance with the relevant business rules for information disclosure of listed companies, including but not limited to the listing of preferred shares, interest payments, interest adjustments, redemptions, and redemptions.
sale, restoration, exercise and change of voting rights of preference shareholders, classified voting of preference shareholders, deposit and use of funds raised from preference shares, distribution of profits or residual property, and conversion into ordinary shares, etc.
When a listed company issues a temporary announcement on a major event in accordance with the relevant business rules for information disclosure of the National Equities Exchange and Quotations, if the major event may have a greater impact on the price of preferred shares or the equity of preferred shareholders, a special explanation shall be made in the temporary announcement.
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Providing agreement transfer arrangements. The National Equities Exchange and Quotations Co., Ltd. also answered reporters’ questions on the business rules related to preferred shares on the 22nd.
It pointed out that in accordance with the provisions of the "Preference Stock Pilot Management Measures", the basic conditions for unlisted public companies to issue preference shares are: (1) legal and standardized operations; (2) sound corporate governance mechanisms; (3) fulfilling information disclosure obligations in accordance with the law.
In response to the question of "what kind of companies are suitable for issuing preferred shares for financing?", the National Equities Exchange and Quotations Corporation said that first, financial institutions such as commercial banks can issue preferred shares to supplement tier-one capital and meet regulatory requirements for capital adequacy ratios; second, funding needs
For companies with large volumes and stable cash flow, issuing preferred shares can supplement low-cost long-term funds, reduce the asset-liability ratio, and improve the company's financial structure; third, for companies in the startup and early growth stages, stock valuations are low, and through issuance
Preferred shares can be used to raise funds without diluting control rights; fourth, for companies undergoing mergers, acquisitions and reorganizations, the issuance of preferred shares can be used as a payment tool for acquiring assets or exchanging shares.
The National Equities Exchange and Quotations pointed out that in accordance with the relevant provisions of the "Preference Stock Pilot Management Measures": First, in terms of the number of issuers, the number of issuers for each issue shall not exceed 200, and the cumulative number of issuers holding preferred shares with the same terms shall not exceed 200.
Second, preferred shares can only be issued to qualified investors. The scope of qualified investors mainly includes: (1) financial institutions, including commercial banks, securities companies, fund management companies, trust companies and insurance companies, etc.; (2) financial products,
Including but not limited to bank financial products, trust products, investment-linked insurance products, fund products, asset management products of securities companies, etc.; (3) Corporate legal persons with paid-in capital or total paid-in share capital of not less than RMB 5 million; (4)
Partnerships with a total paid-in capital contribution of not less than RMB 5 million; (5) Qualified Foreign Institutional Investors (QFII), RMB Qualified Foreign Institutional Investors (RQFII), and overseas strategic investors that comply with the regulations of the relevant departments of the State Council; (6)
)In addition to the issuer's directors, senior managers and their spouses, individual investors whose total assets in various securities accounts, capital accounts, and asset management accounts are not less than RMB 5 million; (7) approved by the China Securities Regulatory Commission
Other accredited qualified investors.
The National Equities Exchange and Quotations stated that the promulgation of business rules related to preferred shares is of positive significance.
Carrying out preferred stock pilot projects is one of the key innovation tasks in the securities market.