New bankruptcy and reorganization regulations are here.
On March 31, the Shanghai Stock Exchange officially issued relevant guidelines for bankruptcy and reorganization, focusing on the reorganization, reconciliation and bankruptcy liquidation of listed companies and controlling shareholders and other related parties, so as to ensure the order of bankruptcy matters and achieve system effects.
According to the disclosure, the full name of the above-mentioned guidelines is the "Shanghai Stock Exchange Listed Companies Self-Regulatory Supervision Guidelines No. 13 - Bankruptcy Reorganization and Other Matters" (hereinafter referred to as the "Information Disclosure Guidelines for Bankruptcy Reorganization"), which includes a total of 8 chapters and 54 articles. effective from today.
According to the "Information Disclosure Guidelines for Bankruptcy Reorganization", during the period of pre-reorganization, reorganization, reconciliation, bankruptcy and liquidation of a listed company, in principle, stocks and derivatives thereof shall not be traded; Apply to the exchange for suspension of trading of stocks and derivatives. In principle, the suspension period shall not exceed 2 trading days. If necessary, it can be extended to 5 trading days.
In terms of the price of the transferred shares, the "Guidelines for Information Disclosure of Bankruptcy Reorganization" stipulates that the price of the related transferred shares is lower than that of the listed company's stock on the day when the investment agreement is signed (if it is not a trading day, the trading day before the signing date shall be used as the benchmark day. ) 80% of the closing price, the listed company or manager shall hire a financial consultant to issue special opinions and disclose them.
The Shanghai Stock Exchange stated that in terms of specific regulations, it will focus on strengthening information disclosure requirements to ensure that the entire process of bankruptcy matters is transparent, which will help small and medium investors and market parties to obtain information in a timely manner; clarify the relevant requirements for rights adjustment and the introduction of reorganized investors, so as to provide investors with better information. To facilitate the voting in the group meeting and fully protect the interests of small and medium investors; to play the role of intermediaries, requiring financial advisors and law firms to express their opinions on relevant pricing, ex-rights, and relevant meeting procedures to improve compliance and transparency; Requirements for insider trading prevention, management of trading suspension and resumption, and implementation of bankruptcy matters.
In January of this year, the Shanghai Stock Exchange solicited opinions on the new regulations on bankruptcy and reorganization, and made specific provisions on preventing fraudulent reorganization, standardizing the introduction of reorganization investors, and reorganizing investors to obtain share consideration.
"In recent years, bankruptcy and reorganization of listed companies have increased, and some cases have attracted widespread attention from the market." The Shanghai Stock Exchange stated that the "Guidelines for Information Disclosure of Bankruptcy Reorganization" adhere to the direction of marketization and the rule of law, and are based on standardizing information disclosure of bankruptcy and reorganization matters. , improve the risk resolution and exit mechanism of listed companies, protect the interests of investors, maintain a standardized and transparent market environment, and promote the construction of a market ecology with both entry and exit.
"Judging from the overall situation of soliciting opinions, relevant professional institutions have paid more attention to the "Guidelines for Information Disclosure of Bankruptcy Reorganization", generally agree with the general orientation of regulating bankruptcy matters, and have formed a relatively unified market consensus, including strengthening information disclosure, Maintain the right of market entities to know, regulate rights and interests adjustment and reorganization of the introduction of investors, give play to the role of intermediaries, and clarify market expectations, etc." The SSE stated that the SSE attached great importance to and carefully studied the reasonable suggestions collected during the public consultation process. Fully absorbed and improved in the official release.
Regarding the next step, the Shanghai Stock Exchange stated that it will strictly implement the relevant requirements of the "Guidelines for Information Disclosure of Bankruptcy Reorganization", effectively regulate matters such as bankruptcy and reorganization, further expand multiple exit channels, and promote the improvement of the quality of listed companies.
Author: Huang Siyu