Zhitong Financial APP learned thatMadamepragmaticHuatai Securities issued a research report that the reduction rules were issued in the form of regulations for the first time, raising the legal rank, reflecting the political and popular nature of the capital market. Huatai Securities believes that the optimization of rules will strengthen market fairness, protect the interests of medium and small investors, contribute to the cultivation of patient capital, promote the stable and healthy development of the market, and create a good business environment for securities firms. Keep an eye on the opportunity of plate repair.
The main points of Huatai Securities are as followsMadamepragmatic:
On May 24, the Securities Regulatory Commission issued the interim measures for the Administration of share reduction by shareholders of listed companies (referred to as the measures for the Administration of share reduction) and the rules for the Management of shares and their changes held by Directors, Supervisors and Senior managers of listed companies (referred to as the rules of change in shareholding). Implement the "National Nine articles" to comprehensively improve the rule system of shareholding reduction, and strictly standardize the reduction of major shareholders, especially controlling shareholders and actual controllers. The requirement to prevent bypass reduction. The reduction rules are issued in the form of regulations for the first time, and the legal rank is raised, reflecting the political and popular nature of the capital market. The bank believes that rule optimization will strengthen market fairness, protect the interests of medium and small investors, contribute to the cultivation of patient capital, promote the stable and healthy development of the market, and create a good business environment for securities firms. Keep an eye on the opportunity of plate repair.
The implementation of the requirements of the Nine articles of the State, the legal rank has been significantly raised.
The landing of this reduction system is the further implementation of the relevant requirements of the "National Nine articles", which has two major characteristics as a whole. First of all, the measures for the Administration of shareholding reduction generally maintain the basic framework and core contents of the provisions on the reduction of shares held by shareholders and Supervisors of listed companies, and on this basis, the original normative documents are upgraded to rules and regulations, and the legal rank is significantly enhanced. authority and binding force have been enhanced. Secondly, the reduction rule system is further improved, clear and hierarchical, the "shareholding change rules" is revised, and the exchange reduction guidelines and inquiry transfer guidelines are revised at the same time, which together constitute a complete institutional framework for shareholding reduction. In content, the rules highlight the concept of maintaining fairness and strict regulation, which helps to stabilize the trading expectations of all parties in the market.
Strictly standardize the reduction of major shareholders and improve the transparency of information
Further strengthen the restrictions on the reduction of major shareholders from three aspects. First of all, the behavior of shareholding reduction should be linked to the stock price performance and dividend situation of listed companies. it is clear that when the controlling shareholder and the actual controller do not break, break the net, and the dividend is not up to standard (the proportion of cash dividend has not been implemented for three consecutive years or the proportion of cumulative cash dividend is less than 30% of the average annual return net profit), they shall not reduce their holdings through centralized bidding transactions or bulk transactions to strengthen the restriction of shareholding reduction to avoid harming the interests of investors. Secondly, increase the pre-disclosure obligations of major shareholders before the reduction of their holdings through bulk transactions, fully protect the right of medium and small investors to know, enhance the fairness of transactions, and reduce information asymmetry. In addition, major shareholders are required not to reduce their holdings in case of major violations, so as to strengthen the restraint on violations of laws and regulations. The relevant requirements will further urge major shareholders, especially controlling shareholders, and actual controllers to focus on the development and operation of the company, pay attention to the return level of investors, and reduce the room for arbitrage.
Define the identity of shareholders and refine the special rules of strong equality
From the dimension of shareholder identity, all parties are required to continue to abide by the reduction restrictions after the division of shares such as divorce and dissolution, so as to prevent detours such as "fake divorce". To prevent shareholders from "breaking up their holdings" and evading the reduction restrictions; and require major shareholders to continue to abide by the reduction restrictions within six months after removing the relationship of concerted action, so as to prevent major shareholders from using the relationship of concerted action to circumvent the restrictions. From the dimension of transaction mode, the transferee of the agreement is required to lock up for six months; for judicial enforcement, pledge breach of contract disposal and so on, the rules are applicable to centralized bidding transaction, block transaction and agreement transfer, and the agreement repurchase transaction is compared to pledge breach of contract disposal.
Prevent the reduction of re-financing channels and standardize the trading of related derivatives
New means such as refinancing and lending, short selling, derivatives trading and other new means will be comprehensively regulated. Make it clear that major shareholders shall not sell the shares of the company on securities to ensure the fairness of transactions among medium and small investors; make it clear that derivatives trading with the shares of the company as the subject matter of the contract shall not be carried out to prevent the use of derivatives to reduce their holdings in a disguised form; if it is made clear that the shares are within the limited transfer period or that the shares may not be reduced, shareholders shall not carry out re-financing and short-selling, so as to prevent evading the limit of holding period. Before shareholders are required to obtain shares with a limited transfer period, they need to settle the existing margin contracts so as to avoid circumventing the restrictions through advance layout. The relevant rules help to strengthen market fairness, promote the investment function of the capital market to further play, and contribute to the cultivation and development of patient capital and long-term capital.