Our reporter Chang Xiaoyu
Bankruptcy and reorganization of listed companies welcome new regulations.
On the evening of January 4, the Shanghai and Shenzhen Stock Exchanges respectively issued guidelines for the self-regulation of listed companies on bankruptcy and reorganization and other matters (hereinafter referred to as the "Guidelines"), soliciting opinions from the market, aiming to promote the quality of listed companies and protect the legality of investors Equity makes bankruptcy reorganization more fair.
Chen Li, chief economist and director of the Institute of Chuancai Securities, told a reporter from the Securities Daily that, on the whole, the Guidelines further regulate the bankruptcy and reorganization of listed companies and clarify a series of specific requirements for bankruptcy and reorganization to protect listed companies. High-quality development can be achieved through bankruptcy and reorganization, while protecting the basic interests of investors and achieving market fairness.
Facing new market conditions and new problems
In recent years, there have been more cases of bankruptcy and reorganization of listed companies, and many new situations and problems have emerged as risks have been resolved, which need to be further clarified and regulated.
At the same time, the "Opinions of the State Council on Further Improving the Quality of Listed Companies" requires that diversified exit channels for listed companies such as active delisting, mergers and acquisitions, bankruptcy and reorganization should be unblocked, and it is important to regulate the information disclosure behavior and protection of listed companies in different stages of bankruptcy and reorganization. Higher requirements have been put forward to reorganize the order and achieve the reorganization effect.
"The Guidelines are a long-term benefit for my country's capital market." Tian Lihui, Dean of the Institute of Financial Development of Nankai University, told a reporter from the Securities Daily that the market needs fair competition, the survival of the fittest, and exit needs to be regulated and orderly.
The "Guidelines" summarize the practical experience in the supervision of bankruptcy matters of listed companies, regulate bankruptcy matters such as reorganization, reconciliation, and liquidation, and help solve the problems of insufficient regulatory rules adaptability, poorly targeted information disclosure requirements, and unclear insider trading prevention and control mechanisms. , To effectively improve the quality of supervision of related behaviors, strengthen investor protection, help companies clear risks, improve the quality of listed companies, and promote supply-side structural reforms.
The rise from practice to the level of rules is a highlight of the "Guidelines".
Judging from the practice in recent years, the bankruptcy and reorganization of most listed companies are accompanied by the transfer of capital reserves to shares and the introduction of relevant arrangements for reorganization of investors.
To this end, the "Guidelines" set up a special chapter on "Reorganization of Investors" to clarify the information disclosure requirements for the public solicitation of reorganization investors and the introduction of investors in other ways.
At the same time, in order to prevent the introduction of reorganization investors from harming the interests of listed companies, and to maintain the stability of the equity structure of listed companies after bankruptcy and reorganization, the Guidelines also introduce information disclosure and intermediary verification requirements on the relevant prices of reorganization investors. The stock lock-up arrangements of investors and other entities shall be regulated.
In practice, the low share price of restructuring investors is the focus of investors' attention.
The Guidelines stipulate that if the share transfer price is lower than 80% of the closing price of the company's stock on the day the investment agreement is signed, a financial consultant is required to issue and disclose special opinions on the reasonableness of the price and the basis for pricing.
Clearly reorganize the lock-up period of investors' shares
Regarding the relevant share lock-up requirements, the "Guidelines" clarify that if a reorganization investor becomes a controlling shareholder or actual controller after acquiring shares of a listed company, he shall promise not to transfer or entrust others to manage its direct and indirect management within 36 months from the date of acquiring the shares. Other reorganization investors shall promise not to transfer or entrust others to manage their directly and indirectly held shares within 12 months.
Listed companies have public attributes, and the protection of the legitimate rights and interests of investors in accordance with laws and regulations during the advancement of bankruptcy matters such as bankruptcy reorganization is an important consideration in formulating the Guidelines.
The Guidelines mainly ensure the legal rights and interests of small and medium investors by regulating the procedures for convening investor group meetings, information disclosure content, and online voting methods.
Specifically, it includes strengthening information disclosure requirements to ensure the transparency of the entire reorganization process; preventing flicker reorganization and clarifying the factual basis for information disclosure; standardizing the procedures of investor group meetings to facilitate investors' voting; giving full play to the professional role of intermediaries, Provide support for investors' decision-making, etc.
Tian Lihui believes that the "Guidelines" clarify the rights and obligations of all parties in the market, clarify that the reorganization investor's expert opinions on the breakthrough of the lower limit of the transfer price issue requirements, emphasize that the reorganization investor may not transfer the controlling shares within three years, and require small and medium investors to ensure the right to know It also requires separate voting rights, and introduces investor briefing and media briefing mechanisms, which makes bankruptcy reorganization relatively transparent and more fair.
"In short, the "Guidelines" are an important measure to achieve openness, fairness and justice in the bankruptcy and reorganization of my country's capital market." Tian Lihui further analyzed that the reorganization of investors, the issue of reorganization of investors' transfer prices, and the requirements for share lock-in are strongly restricted. The possible improper behavior of controlling shareholders in the process of corporate reorganization prevents short-term trading speculation risks, thereby protecting small and medium investors.
According to Tian Lihui, the "Guidelines" require the implementation of all-round information disclosure in different processes and stages, improve the key issues that have a significant impact on the follow-up operations of listed companies and relevant information disclosure requirements for market entities to clarify the needs, and also clarify the principle of non-disclosure or interpretation. , Which will effectively improve the quality of bankruptcy matters.
At the same time, clarify the rights and obligations of bankruptcy reorganization investors and small and medium investors, improve the suspension and resumption of trading and insider trading prevention and control mechanisms, fully protect investors' trading rights, set up ex-rights (interest) arrangements for the equity adjustment plan, and clarify the relevant share lock requirements , These requirements can effectively complement the shortcomings of the rules and strengthen the norms of behavior.
A reporter from the Securities Daily learned from the Shenzhen Stock Exchange that since the implementation of the Enterprise Bankruptcy Law in 2007, more than 40 companies in Shenzhen have completed bankruptcy and reorganization. The quality is improved.
Chen Li said that with the continuous advancement of the comprehensive registration system reform, the delisting mechanism is gradually improving. Some companies with weak profitability and continuous losses face the risk of delisting, and the bankruptcy reorganization system allows these companies to retain their listing qualifications. Opportunities to achieve "new life" by stripping off low-quality assets, injecting high-quality assets, and introducing strategic investors.
(Securities Daily)