The new refinancing policy mainly restricts the non-public offering of shares. The so-called non-public offering of shares refers to the behavior of listed companies to issue shares to specific objects in a non-public way. Measures for the Administration of Securities Issuance of Listed Companies and Detailed Rules for the Implementation of Non-public Issuance of Shares by Listed Companies are applicable.
Major asset restructuring of listed companies is governed by the Measures for the Administration of Major Asset Restructuring revised in September 2006 (referred to as the' 99 New Restructuring Policy').
Second, the audit department is different.
According to the regulations, refinancing, that is, the funds raised by non-public offering of shares, shall be audited by the issuance audit Committee of the CSRC.
Major asset restructuring shall be reviewed by the issuance review committee of the CSRC.
Third, the refinancing lock-in law does not apply to major asset restructuring.
In the revised refinancing regulations, it is clear that the pricing benchmark date can only be the first day of this non-public offering period. However, I think the restructuring pricing method is not within this scope for the following reasons:
1.99 article 2 of the new restructuring policy talks about the connection and difference between the two: "listed companies shall comply with the provisions of these measures when issuing shares to purchase assets.
These Measures shall not apply to listed companies that use the raised funds to purchase assets and invest abroad according to the purpose of the raised funds disclosed in the securities issuance documents approved by China Securities Regulatory Commission (hereinafter referred to as China Securities Regulatory Commission). "
It can be seen that the purchase of assets by equity swap is completely different from the purchase of assets with raised funds, and the applicable regulations and procedures are completely different, which must not be confused.
2.99 The New Deal for Restructuring has made it clear that issuing shares and purchasing assets can be supported by financing.
Article 44 of the Measures: "If a listed company issues shares to purchase assets, it may raise part of the matching funds at the same time, except for the trading circumstances stipulated in the first paragraph of Article 13 of these Measures, and its pricing method shall be handled in accordance with the existing relevant regulations." However, due to the restriction of replenishment and repayment of loans, the Question and Answer on Matching Funds published on June 17 shows that the funds raised by non-backdoor restructuring matching financing can only be used to pay the merger and acquisition integration costs such as cash consideration and invest in the construction of the underlying assets under construction.
3.99 The Restructuring New Deal also separately stipulated the pricing principle of issuing shares to purchase assets. Article 45 of the 99 Restructuring New Deal: "The price of shares issued by listed companies shall not be lower than 90% of the market reference price. The market reference price is one of the average trading prices of the company's shares in the 20 trading days, 60 trading days or 120 trading days before the announcement of the resolution of the board of directors to issue shares to purchase assets. The resolution of the board of directors to issue shares to purchase assets this time shall explain the basis for choosing the market reference price. " Article 50: "Where securities trading and mergers and acquisitions involve listed companies, the pricing and issuance of shares of listed companies shall be implemented in accordance with the provisions of this Chapter."
Fourth, backdoor (reorganization and listing) behavior is not within the scope of refinancing.
Backdoor listing is actually a special form of issuing shares to buy assets, because it triggers the change of control rights of listed companies, so the audit is more strict. However, when the new restructuring policy of 1999 was introduced, the matching financing of backdoor (restructuring and listing) was cancelled, so it was impossible to raise funds, so the backdoor situation would not involve the restrictions of the new refinancing regulations in essence. Many people have to ask, whether buying assets by backdoor or issuing shares, aren't they all non-public offering shares? Why is it not affected by the new refinancing policy? This actually goes back to the scope of the first question. The policy objectives of the two behaviors are different. Major asset restructuring focuses on encouraging listed companies to merge and reorganize in the same industry, making their main business bigger and stronger, and refinancing focuses on financing management of listed companies. Because of this, they apply two completely different legal systems.