Basic conditions for listed companies to issue additional shares:
1. The number of shares to be placed shall not exceed 30% of the total share capital before this placement.
2. The controlling shareholder shall publicly promise to subscribe for the number of shares before the shareholders' meeting.
3. It is a consignment issue as stipulated in the securities law. If the controlling shareholder fails to fulfill the commitment to subscribe for shares, or the entrustment period expires, and the number of shares subscribed by the original shareholder does not reach 70% of the number to be placed, the issuer shall return the subscribed shareholders at the issue price plus the interest on bank deposits in the same period.
Extended data:
The basic process of issuing shares by listed companies;
1. The board of directors shall make a resolution first. The resolution made by the board of directors on the application of a listed company to issue securities shall include the following items:
(1) Additional issuance plan.
(2) A feasibility report on the use of the raised funds.
(3) Report on the use of the previous raised funds.
(4) Other matters that must be clarified.
2. Submit to the shareholders' meeting for approval. The decision made by the shareholders' meeting on the issue of shares shall at least include the following matters: the types and quantity of securities to be issued this time; The way of issuance, the object of issuance and the arrangement of placing shares with the original shareholders; Pricing method or price range; The use of the raised funds; The validity period of the resolution; Authorize the board of directors to handle the specific issues of this offering; Other matters that must be clarified.
The resolution of the shareholders' meeting on this matter must be adopted by more than two-thirds of the voting rights held by the shareholders present at the meeting. If it is issued to a specific shareholder of the company and its related parties, the related shareholders shall withdraw when voting on the issuance plan at the shareholders' meeting. When a listed company holds a shareholders' meeting on the issuance of additional shares, it shall provide the Internet or other means to facilitate shareholders to attend the shareholders' meeting.
3. The sponsor institution shall sponsor and report to the China Securities Regulatory Commission. The sponsor shall prepare and submit the issuance application documents in accordance with the relevant provisions of the China Securities Regulatory Commission.
4. The China Securities Regulatory Commission shall conduct a review in accordance with relevant procedures and decide whether to approve or disapprove the application for additional issuance. China Securities Regulatory Commission examines the application for securities issuance: after receiving the application documents, it decides whether to accept it within 5 working days; After acceptance, the application documents shall be examined for the first time; The issuance examination committee shall examine the application documents; Make a decision on approval or disapproval.
5. Listed companies issue stocks. A listed company shall issue shares within 6 months from the date of approval by the China Securities Regulatory Commission; If it has not been issued for more than 6 months, the approval document is invalid, and it can only be issued after being re-approved by the China Securities Regulatory Commission.
A listed company whose application for securities issuance has not been approved may apply for securities issuance again six months after the China Securities Regulatory Commission decides not to approve it. In case of major events before the issuance of securities of a listed company, it shall suspend the issuance and report to the China Securities Regulatory Commission in time. If this matter has a significant impact on the issuance conditions, the application for issuing securities shall be re-approved by the China Securities Regulatory Commission.
6. When a listed company issues shares, it shall be underwritten by a securities company, and the relevant provisions on underwriting shall refer to the above-mentioned initial stock issuance and listing; Non-public offering of shares, all of which belong to former 10 shareholders, can be sold by listed companies themselves.
Baidu Encyclopedia-Additional Shares
Baidu encyclopedia-stock issuance