Rules for the listing of stocks, measures for the administration of the acquisition of listed companies and the transfer of shares of listed companies by state-owned shareholders
Interim Measures for Management, Measures for the Administration of Major Asset Restructuring of Listed Companies, etc. , the main points are as follows:
1. Provisions of the Exchange on Special Treatment of Listed Companies
Listed companies have suffered losses continuously in the last two years, and the transaction ownership has prompted the risk of delisting: the company's stock abbreviation is preceded by "
*ST ",the daily rise and fall of the stock price is limited to 5%. During this period, if the company undergoes major asset restructuring and meets all the following conditions, it may apply to this Exchange for lifting the delisting risk warning:
(1) According to the regulations of China Securities Regulatory Commission on major asset restructuring, it has been implemented to sell all operating assets and liabilities and purchase other assets at the same time;
(2) The assets that entered the company through purchase are complete business entities, and the business entities have been continuously operating under the same management for more than three years before entering the company;
(3) The audited net profit of the assets purchased by the company in the latest fiscal year is positive;
(4) The profit forecast audited by certified public accountants shows that after the completion of this reorganization, the company's profitability has been enhanced and its operating performance has improved significantly. After being ST, if a listed company makes a profit in the first fiscal year, it may apply to the exchange for cancellation of ST; If losses continue in the first fiscal year, the listing will be suspended. After the suspension of listing, if the company continues to lose money in the first fiscal year, it will be terminated from listing.
2. Relevant provisions on share purchase of listed companies
2. 1 requirements for disclosure of rights
Investors (including those acting in concert) have reached an acquisition agreement with the shareholders of a listed company, and the proportion of the acquired shares in the issued shares is between 5% and 30%, they shall prepare a report on the change of rights and interests within 3 days from the date of this fact, submit a written report to the China Securities Regulatory Commission and the Exchange, notify the listed company and make an announcement.
2.2 Provisions on the Board of Directors during the acquisition transition period
Where the acquisition of a listed company is conducted by agreement, the period from the signing of the acquisition agreement to the completion of the relevant share transfer is the acquisition transition period of the listed company. During the transition period, the purchaser may not re-elect the board of directors of the listed company through the proposal of the controlling shareholder. If there are sufficient reasons to re-elect the board of directors, the number of directors from the buyer shall not exceed 65,438+0/3 of the board members.
2.3 Tender offer and exemption conditions
If the proportion of shares purchased exceeds 30% of the issued shares, the tender offer shall be adopted. However, in any of the following circumstances, you may apply to the China Securities Regulatory Commission for exemption from tender offer:
(1) The listed company is facing serious financial difficulties, and the restructuring plan proposed by the acquirer has been adopted by the company's shareholders' meeting, and the acquirer promises not to transfer its rights and interests in the company within three years;
(2) With the consent of non-associated shareholders in the shareholders' meeting of listed companies, the acquirer obtains new shares issued by listed companies, resulting in its shares with interests exceeding 30% of the issued shares of the company, and the acquirer promises not to transfer its shares with interests within three years, and the shareholders' meeting of the company agrees that the acquirer is exempted from making an offer. Where a purchaser applies for exemption from tender offer, it shall prepare a report on the acquisition of listed companies within 3 days from the date of reaching the acquisition agreement, submit the application documents for exemption, entrust a financial consultant to submit a written report to the China Securities Regulatory Commission and the Exchange, notify the acquired company, and announce the summary of the acquisition report of listed companies.
3. Provisions on the transfer of shares of listed companies by agreement of state-owned shareholders
3. 1 Requirements for the transferee
If the transferee obtains the actual control right through transfer, the transferee shall be a legal person that has been established for more than three years and has been profitable for the last two years.
3.2 Transfer price
(1) Not less than 90% of the average stock trading price in the 30 trading days before the signing date of share transfer.
(2) Where a state-owned shareholder reorganizes a listed company or repurchases its main business assets after the completion of share transfer, it shall be determined according to the reasonable valuation of the listed company's share price by an intermediary agency.
3.3 Payment Time: A deposit of not less than 30% of the transfer amount shall be paid within 5 working days after the signing of the agreement, and the rest shall be settled before the transfer of shares.
3.4 Audit procedures
The transfer of control rights by state-owned shareholders shall be approved by the provincial SAAC and submitted to the provincial government, and then submitted to the State Council SAAC for review. When conditions are ripe, the State Council SAAC will gradually transfer the shares of listed companies from local state-owned and state-controlled enterprises to provincial SAAC for review.