Article 19 The issuer's business is independent. The issuer's business should be independent of the controlling shareholder, actual controller and other enterprises controlled by them, and there is no horizontal competition or obviously unfair related transactions with the controlling shareholder, actual controller and other enterprises controlled by them.
Article 27 The business of a listed company shall be completely independent of the controlling shareholder. The controlling shareholder and its subordinate units shall not engage in the same or similar business as the listed company. Controlling shareholders should take effective measures to avoid horizontal competition.
From the past experience, if there is horizontal competition among listed companies and it is not effectively solved, it will become a substantial obstacle to the success of the conference.
solution
The issue of horizontal competition has always been the focus of the IEC, because it not only affects the normal development of the company's business, but also causes investment losses to investors in the future. Therefore, if the company wants to succeed, it must solve the problem of horizontal competition, and the company and intermediary agencies should actively formulate solutions to completely solve the problem of horizontal competition. The author briefly summarizes the previous cases and draws the following solutions:
I. Acquisition and merger
If the related party assets are of high quality, then the listed company can put these related party assets with horizontal competition into the main body of the listed company through acquisition and merger, and organically integrate the assets, which can not only solve the problem of horizontal competition, but also expand the assets and business scale of the listed company.
Two. Transfer of assets and shares
If the listed company feels that the relevant assets are not particularly high-quality and unwilling to buy them, then the related parties can transfer these assets to a third party that has no connection with your listed company, thus solving the problem of horizontal competition. At the same time, related parties can also transfer the shares of the company to be listed, so that it does not constitute a relationship with the company to be listed.
When solving the problem of horizontal competition through asset transfer, we should pay attention to whether the transfer is true, whether there is any holding of shares or false transfer.
Three. Pause or cancel
When transferring listed assets, if no suitable transferee is willing to accept this part of assets or does not use the assets transfer for other reasons, it can also cancel or suspend this part of business with horizontal competition, or change the business scope to give up competitive business.
Four. Commitment agreement
The company to be listed shall stipulate measures to avoid horizontal competition in relevant shareholders' agreements, articles of association and other documents, and obtain an effective commitment from the controlling shareholder on horizontal competition before applying for listing, and promise not to engage in or participate in any business activities that directly or indirectly compete with the company to be listed in any way.
Verb (abbreviation for verb) business department
Competitive enterprises reasonably divide product structure, market region and target group through the form of commitment agreement, and promise that there will be no direct or indirect competition and interest conflict with the enterprises to be listed in the future.
Intransitive verb asset custody
Related assets can be entrusted to listed companies, and these assets can be transferred or entrusted to listed companies after successful listing. It is also widely used in practice, but the audit of the CSRC is often strict.