Securities Times reporter Cheng Dan
Guo Jun, deputy director of the Listed Company Supervision Department of the China Securities Regulatory Commission, recently stated at the "2022 China Listed Company Forum" that the China Securities Regulatory Commission will promote the improvement of merger and acquisition rules, strengthen corporate governance supervision, strictly implement the delisting system, and support listed companies to do a good job. Refined mergers and acquisitions to help stabilize the macroeconomic market.
Guo Jun pointed out that listed companies, as leaders of China's economy, shoulder multiple responsibilities such as creating value, responding to risks, and rewarding shareholders, with glorious missions and arduous tasks.
It is hoped that listed companies, intermediaries and investors will make joint efforts to promote good mergers and acquisitions, and help improve the quality of listed companies.
Specifically, the first is to not forget the original intention and concentrate on the main business.
On the one hand, listed companies should carefully evaluate market risks, and do not use mergers and acquisitions as a means to support short-term performance, increase market value, or protect their shells; Starting from the specific circumstances such as the situation, taking whether it is conducive to refining the main business and enhancing internal strength as the criterion for the feasibility of the project, the prudent concept is applied throughout the entire process of mergers and acquisitions and reorganization, and resolutely prevent blind investment and disorderly expansion that are divorced from their own reality.
The second is to keep pace with integrated management and control.
Listed companies should carefully consider synergies, comprehensively analyze whether the increase or decrease in goodwill is reasonable, do not have illusions about high performance commitments in transaction negotiations, and be cautious about targets that are consciously powerless in integration management and control; project planning should closely focus on business Integrate risk points, improve the reorganization plan, and implement it as soon as possible after the transaction is launched.
At the same time, listed companies can also make full use of the advantages of the capital market, introduce incentive mechanisms such as equity incentives and employee stock ownership, and bind the core executives and R&D teams of the target companies to achieve a win-win situation.
The third is to treat investors equally and be kind.
Listed companies should continuously improve the accuracy and effectiveness of information disclosure on mergers and acquisitions, make good use of communication channels such as shareholders' meetings and media briefings, and support small and medium investors in playing their corresponding roles in mergers and acquisitions; controlling shareholders should exercise their powers carefully and perform their duties , resolutely stay away from the use of mergers and acquisitions to occupy funds, transfer interests and other acts that seriously damage the interests of listed companies.
Fourth, perform duties and be a good "gatekeeper".
On the one hand, the regulatory authorities will continue to urge intermediaries to play a good role as "gatekeepers" to promote positive interactions between good companies, good projects, and good intermediaries; All aspects such as information disclosure and document production should take due responsibilities.
Guo Jun said that in the next step, the regulatory authorities will promote and improve the rules of mergers and acquisitions, strengthen corporate governance supervision, strictly implement the delisting system, support listed companies to do a solid job in refining mergers and acquisitions, and work with listed companies and relevant market players to better serve the real economy. , to help stabilize the macroeconomic market.