Article 10 of the Securities Law stipulates: "The public offering of securities must meet the conditions stipulated by laws and administrative regulations, and shall be reported to the securities regulatory agency of the State Council or the department authorized by the State Council for approval according to law; No unit or individual may publicly issue securities without approval according to law.
In any of the following circumstances, it is a public offering of shares:
(1) Issuing securities to unspecified objects;
(2) Issuing securities to a specific target with a total of more than 200 people;
(3) Other issuance acts as stipulated by laws and administrative regulations.
Non-public issuance of securities shall not be carried out by advertising, public persuasion or disguised publicity. "
Where an issuer applies for public offering of shares, corporate bonds convertible into shares, adopts underwriting according to law, or publicly issues other securities that are subject to the sponsorship system as stipulated by laws and administrative regulations, it shall employ an institution with sponsorship qualifications as a sponsor. The sponsor shall abide by the business rules and industry norms, be honest and trustworthy, be diligent and conscientious, carefully check the application documents and information disclosure materials of the issuer, and supervise the standardized operation of the issuer.
The securities law mainly regulates the issuance of stocks and corporate bonds. (1) Conditions for initial public offering and listing of shares
(2) The procedures and information disclosure of the initial public offering of shares
(III) Penalties for Violations The Securities Law, the Company Law and the Measures for the Administration of Securities Issuance of Listed Companies (hereinafter referred to as the Measures for the Administration of Issuance) promulgated by the China Securities Regulatory Commission on May 7, 2006 and implemented the next day have made corresponding provisions on the issuance of shares by listed companies.
(1) Conditions for a listed company to issue additional shares
(2) Procedures for issuing additional shares by listed companies
(III) Information disclosure of additional shares issued by listed companies Convertible corporate bonds refer to corporate bonds issued by issuing companies according to law and convertible into shares according to agreed conditions within a certain period of time. The Securities Law, the Company Law and the Measures for the Administration of Issuance have made corresponding provisions on the issuance of convertible bonds by listed companies. Details are as follows:
(1) Conditions for public issuance of convertible bonds
According to the provisions of the Measures for the Administration of Issuance, a listed company issuing convertible bonds shall meet the following conditions in addition to the general conditions for issuing additional shares:
1.3 The weighted average return on equity in the fiscal year is not less than 6% on average. The net profit after deducting non-recurring gains and losses is compared with the net profit before deducting, and the lower is used as the basis for calculating the weighted average return on equity;
2. The accumulated balance of corporate bonds after this issuance shall not exceed 40% of the net assets at the end of the previous period;
A listed company may publicly issue convertible corporate bonds in which stock options and bonds are traded separately (referred to as "convertible corporate bonds are traded separately"). The issuance of convertible corporate bonds with separate transactions shall meet the following conditions in addition to the general conditions for public offering of shares:
1. The audited net assets of the company at the end of the latest period are not less than RMB 300 million;
2. The average annual distributable profit realized in the last three fiscal years shall not be lower than the interest of corporate bonds 1 year;
3. The average net cash flow generated by business activities in the last three fiscal years is not less than the interest of corporate bonds for 65,438+0 years, but the average weighted average return on equity in the three fiscal years is not less than 6% (the lower net profit after deducting non-recurring gains and losses is the basis for calculating the weighted average return on equity);
4. The accumulated balance of corporate bonds after this issuance shall not exceed 40% of the net assets at the end of the previous period. It is estimated that the total amount of funds raised after all the attached options are exercised shall not exceed the amount of corporate bonds to be issued.
(2) Term, face value and interest rate of convertible bonds.
The shortest term of convertible corporate bonds is 1 year and the longest is 6 years. The face value of each convertible corporate bond is 100 yuan. The interest rate of convertible corporate bonds shall be determined by the issuing company and the lead underwriter through consultation, but it must comply with the relevant provisions of the state.
(3) Protecting the rights of holders of convertible bonds
The public offering of convertible corporate bonds shall entrust a qualified credit rating agency for credit rating and follow-up rating. Credit rating agencies shall issue a follow-up rating report at least once a year.
The public offering of convertible corporate bonds shall stipulate measures to protect the rights of bondholders, as well as the rights, procedures and effective conditions of bondholders' meetings. In any of the following circumstances, a meeting of bondholders shall be held: (1) It is proposed to change the agreement of the prospectus; (2) The issuer fails to pay the principal and interest on schedule; (3) Capital reduction, merger, division, dissolution or bankruptcy application of the issuer; (4) Major changes have taken place in the guarantor or collateral; (5) Other matters that affect the significant rights and interests of bondholders.
The public offering of convertible corporate bonds shall be guaranteed, except for companies whose audited net assets at the end of the recent period are not less than RMB 654.38+0.5 billion. Where a guarantee is provided, it shall be a full guarantee, and the scope of guarantee includes the principal and interest of the bond, liquidated damages, damages and the expenses for realizing the creditor's rights. Where a guarantee is provided by way of guarantee, it shall be a joint and several liability guarantee, and the latest audited net assets of the guarantor shall not be less than its accumulated external guarantee. Except for listed commercial banks, securities companies or listed companies may not act as guarantors for issuing convertible bonds. Where a mortgage or pledge is made, the value of the mortgaged or pledged property shall be no less than the guaranteed amount. Valuation should be assessed by a qualified asset appraisal agency.
(4) Convertible corporate bonds are converted into shares.
Convertible corporate bonds can only be converted into company stocks after 6 months from the date of issuance, and the conversion period is determined by the company according to the duration of convertible corporate bonds and the company's financial situation. Bondholders have the option to convert or not to convert shares, and the person who converts shares becomes a shareholder of the issuing company the day after the conversion. The conversion price shall not be lower than the average price of the company's shares in the 20 trading days before the announcement of the prospectus and the average price of the previous trading day. The conversion price mentioned here refers to the price paid for converting convertible corporate bonds into each share as agreed in the prospectus in advance.
If the bondholders of convertible companies do not change their shares, the listed company shall complete the repayment of the principal and interest of the bond balance within 5 working days after the maturity of the convertible company bonds.
(5) Procedures for public issuance of convertible corporate bonds
The procedures for public offering of convertible corporate bonds are the same as those for public offering of shares. The difference is that when the shareholders' meeting makes a decision to issue convertible corporate bonds, the matters involved are different, including the bond interest rate; Term of bonds; Guarantee matters; Resale clause; Duration and method of repaying principal and interest; Transition period; Determination and revision of share conversion price.
When the shareholders' meeting makes a decision on issuing convertible corporate bonds for separate transactions, it shall include the following items: in addition to the items that should be included when making the decision on issuing convertible corporate bonds, it shall also include the exercise price of warrants; The term of the warrant; The exercise period or exercise date of the warrant.
(6) Information disclosure of public offering of convertible corporate bonds
The information disclosure content of public offering of convertible corporate bonds is basically the same as that of public offering of shares. The difference is the relevant content of the prospectus.
The prospectus may stipulate the redemption clause, stipulating that the listed company may redeem the unconverted convertible corporate bonds according to the conditions and prices agreed in advance. The prospectus may stipulate a resale clause, stipulating that bondholders may resell their bonds to listed companies according to the conditions and prices agreed in advance. The prospectus shall stipulate, and the prospectus shall stipulate the principles and methods for adjusting the conversion price. After the issuance of convertible corporate bonds, if the shares of listed companies change due to allotment, additional issuance, share delivery, dividend distribution, division or other reasons, the conversion price shall be adjusted at the same time.
If the prospectus stipulates that the conversion price should be lowered, it shall also stipulate:
1. The revised conversion price plan shall be submitted to the shareholders' meeting of the company for voting, and it shall be approved by more than 2/3 of the voting rights held by shareholders present at the meeting. When voting at the shareholders' meeting, the shareholders who hold the company's convertible bonds should withdraw;
2. The revised conversion price shall not be lower than the average transaction price of the company's shares in the 20 trading days before the shareholders' meeting and the average transaction price of the previous trading day as stipulated in the preceding paragraph.
(7) Trading of convertible corporate bonds that are traded separately.
Convertible corporate bonds shall be listed on the stock exchange where the listed company's shares are listed. Stock options in separately traded corporate bonds and convertible corporate bonds shall be listed and traded separately if they meet the listing requirements of stock exchanges. The minimum term of convertible corporate bonds traded separately is 1 year. The prospectus of convertible corporate bonds traded separately shall stipulate that if the listed company changes the use of the announced raised funds, the bondholders shall be given the right to sell them back at one time.
When warrants are listed and traded, the agreed elements shall include the exercise price, duration, exercise period or date, exercise proportion, etc. The exercise price of the warrants shall not be lower than the average price of the company's shares in the 20 trading days before the announcement of the prospectus and the average price of the previous trading day. The duration of warrants shall not exceed the term of corporate bonds, and shall not be less than 6 months from the date of issuance. The duration of the warrants announced in the prospectus shall not be adjusted. Warrants can be exercised at least 6 months after the issuance, and the exercise period is a period of time before the expiration of the duration, or a specific trading day within the duration. (A) the concept and types of securities investment funds
Securities investment fund is a collective securities investment model with * * * risk * * *, that is, investors' funds are pooled by issuing fund shares, managed by fund custodians, managed and used by fund managers, and invested in financial instruments such as stocks and bonds. Securities investment funds mainly have the following characteristics:
1. The face value, management cost and purchase cost of investment funds are generally low; Is conducive to attracting social idle funds. In China, the par value of each fund share is RMB 65,438+0 yuan.
2. Investment funds are managed by investment fund management companies, and experts are hired to operate them, which is conducive to reducing risks and obtaining higher return on investment.
3. Implement portfolio investment. The Securities Investment Fund Law stipulates that "fund managers should use fund assets to invest in securities", which is conducive to diversifying risks and ensuring the safety of investors' assets.
There are many kinds of securities investment funds, including open-end funds and closed-end funds, stock funds and bond funds. Open-end fund refers to the fund whose total share is not fixed and can be purchased or redeemed at the time and place agreed in the fund contract. Closed-end fund refers to a fund whose total approved fund shares are fixed within the term of the fund contract, and the fund shares can be traded on a legally established stock exchange, but the fund share holders are not allowed to apply for redemption. Equity funds refer to funds that mainly invest in stocks, while bond funds refer to funds that mainly invest in bonds. According to the Measures for the Administration of Securities Investment Funds, the fund operation mode can be closed, open or other ways.
(2) Conditions for establishing a securities investment fund
Securities investment funds shall be raised by fund managers according to law. The fund manager shall be a legally established fund management company. As a fund manager, it shall be approved by the the State Council Securities Regulatory Authority.
According to the provisions of the Securities Investment Fund Law, the establishment of a fund management company shall meet the following conditions and be approved by the the State Council Securities Regulatory Authority: (1) There are articles of association that meet the provisions of the Securities Investment Fund Law and the Company Law; (2) The registered capital shall not be less than 1 billion yuan, and it must be paid-in monetary capital; (3) The major shareholder has good business performance and social reputation in securities business, securities investment consulting, trust asset management or other financial asset management, has no illegal record within three years, and has a registered capital of not less than 300 million yuan; (four) the number of personnel who have obtained the qualification for fund practice has reached a quorum; (5) Having business premises, safety precautions and other facilities related to the fund management business that meet the requirements; (6) Having a sound internal audit monitoring system and risk control system; (seven) other conditions stipulated by laws and administrative regulations and the State Council Securities Regulatory Authority approved by the State Council.
(3) Fund raising
Fund managers shall sell fund shares and raise funds in accordance with the provisions of the Securities Investment Fund Law. The fund manager shall submit the following documents to the securities regulatory authority in the State Council, which shall be approved by the securities regulatory authority in the State Council: (1) Application report; (2) Draft fund contract; (3) Draft fund custody agreement; (4) Draft prospectus; (5) Qualification documents of the fund manager and the fund custodian; (6) Financial and accounting reports of the fund manager and fund custodian audited by accounting firms in the last three years or since their establishment; (seven) legal opinions issued by the law firm; (eight) other documents required by the the State Council securities regulatory authority.
The fund contract shall include the following contents: (1) the purpose of fund raising and the name of the fund; (2) Names and domiciles of the fund manager and the fund custodian. (3) fund operation mode; (4) The total fund shares of closed-end funds and the term of fund contracts, or the total minimum raised shares of open-end funds; (5) The principle of determining the date, price and expenses of fund shares; (6) The rights and obligations of the fund share holders, fund managers and fund custodians; (7) Procedures and rules for convening, deliberating and voting at the fund share holders' meeting; (8) The procedures, time, place, cost calculation method of fund share offering, trading, subscription and redemption, and the payment time and method of redemption money; (9) Principles and implementation methods of fund income distribution; (10) Extraction and payment methods and proportions of management fees and custody fees as remuneration of fund managers and fund custodians; (1 1) Extraction and payment methods of other expenses related to fund property management and utilization; (12) Investment direction and investment restrictions of fund property; (13) calculation method and announcement method of the fund's net asset value; (14) The handling method of fund raising that does not meet the statutory requirements; (15) Reasons, procedures and liquidation methods of the fund contract; (16) dispute resolution method; (17) Other matters agreed by both parties.
The State Council securities regulatory authority shall, within six months from the date of accepting the application for offering, make a review in accordance with laws, administrative regulations, the provisions of the State Council securities regulatory authority and the principle of prudent supervision, make a decision on approval or disapproval, and notify the applicant; If it is not approved, it shall explain the reasons. Fund shares can only be sold after the fund raising application is approved. The sale of fund shares shall be handled by the fund manager; The fund manager may entrust other institutions recognized by the the State Council securities regulatory authority to handle it on his behalf. The fund manager shall publish the prospectus, fund contract and other relevant documents 3 days before the fund share sale. The fund manager shall raise funds within 6 months from the date of receiving the approval documents. If the original approval items have not changed substantially more than 6 months after the issuance, it shall be reported to the the State Council securities regulatory agency for the record; In case of major changes, a new application shall be submitted to the securities regulatory authority in the State Council.
Fund raising shall not exceed the fund raising period approved by the the State Council securities regulatory authority. The fund raising period shall be calculated from the date when the fund shares are sold. Upon the expiration of the fund raising period, the total amount of fund shares raised by closed-end funds reaches more than 80% of the approved scale, the total amount of fund shares raised by open-end funds exceeds the approved minimum total amount of raised shares, and the number of fund share holders meets the requirements of the State Council securities regulatory agency. The fund manager shall hire a statutory capital verification agency to conduct capital verification within 65,438+00 days from the expiration of the fund raising period, and submit it to the State Council securities regulatory agency within 65,438+00 days from the date of receiving the capital verification report.