SFC Revised Guidelines For Listing Companies

SFC spokesman Deng Ge said yesterday that the SFC amended Listed company 9 normative documents, such as the guidelines for articles of association. The revised annual report guidelines and semi annual guidelines have added a section of preferred stock.

Deng Ge said that in order to cooperate with the pilot opinions on preferred stock and the views of the general office of the State Council on Further Strengthening the protection of investors in small investors in the capital market, and in line with the implementation of the SFC preferred stock pilot scheme, the Commission recently issued 9 normative documents, such as the guidelines for the listing companies' articles of association, the rules of the shareholders' meeting of listed companies, the annual report guidelines for the disclosure of information disclosure of securities companies, the semi annual reporting standards of listed companies, the quarterly rules and the reports on changes in rights and interests.

　　 SFC The revised 9 listed companies' guidelines have refined the types of shareholders and improved the rules of mergers and acquisitions. The revised annual report guidelines and semi annual guidelines have added a section of preferred stock. The main contents include: first, clarify the rights of preferred shareholders and refine the mechanism of shareholders' exercising power; this revision sets the requirements for the distribution of preference shares in terms of profit distribution, and the second is to define the rights and interests of shareholders of preferred stock. Third, in order to facilitate shareholders to participate in the decision of preferred stock, the revised guidelines require that listed companies should provide online voting at the shareholders' meeting.

　　 Deng Ge It is said that this revision, the issuance of preferred shares as a means of payment for mergers and acquisitions, and the improvement of the rules for mergers and acquisitions, first, it is clear that the calculation of shareholders' equity changes in listed companies does not include preference shares that have not been restored to shareholders' rights. Two, there are clear instructions for preference shares when triggering the preferential tender offer. Three, this supporting document complements the information disclosure requirements of listed companies to purchase assets, and the four is other amendments. In addition to the above amendments, it is required that the listed companies clarify the cash dividend policy in accordance with the three guidelines of the listed companies regulation and the revised guidelines.

Unlike the A share market bidding transaction, the new three board is mainly agreement transfer, that is, the two parties can reach the same contract if they reach a contract. The securities and Futures Commission said that under the agreement transfer mode, there is no price limit on the one to one transaction among investors, and the transfer price is determined by the parties concerned independently. There may be extra factors, but this is the basic feature of the mode of agreement transfer.

At the same time, because the transfer of shares is usually not active, the risk of spillover of individual stocks is less likely, and it has little impact on public investors. Therefore, the SFC will respect the price negotiation power and decision power of the parties concerned.

However, the securities and Futures Commission has revealed that the guidelines for the real-time monitoring of the abnormal transfer of shares in the SME share transfer system will be implemented in the near future. At the appointed time, the stock transfer system will be announced on the next transfer day in order to enhance transparency if the price of the negotiated shares is more than 50% higher than the previous closing price. (