1, definition
Equity custody refers to the behavior of a joint stock limited company that entrusts the obligation of equity registration management and the obligation of investors to preserve and manage securities assets (stock warrants) to a third party institution designated by the government with universal social credibility.
2. Service content
Centralized and unified registration and custody of shares of unlisted joint-stock companies, distribution of dividends for unlisted joint-stock companies, transfer of custody shares by agreement, pledge registration of custody shares, acceptance of shareholders' inquiries about share information, agency of share repurchase business of joint-stock companies, and provision of financial advisory services for joint-stock companies.
Equity custody has the following advantages:
1. The benefits of equity trust to the government: it is conducive to the standardized management of the equity of unlisted joint-stock companies; It is conducive to strengthening the management of state-owned assets and preventing the loss of state-owned assets; It is conducive to building a multi-level capital market and promoting the rapid and healthy development of high-tech industries; It is conducive to promoting the integration of production, financing and capital, and realizing property rights transaction and institutional innovation.
2. Benefits of equity custody to enterprises: it is conducive to standardizing operation and improving management level; Conducive to saving financial costs; It is conducive to broadening investment and financing channels, attracting social capital and realizing diversification; It is conducive to expanding the visibility of enterprises and creating conditions for their public offering and listing.
3. Benefits of equity custody to shareholders: it can effectively prevent irregular behaviors such as private transactions and black market transactions and protect their own interests; Standardize the change of stock right and prevent fraud; Increase the liquidity of shareholders' rights and interests and broaden shareholders' financing channels; By proving shares and inquiring about equity information, information asymmetry can be reduced.
It is an inevitable process that the stock rights of unlisted joint-stock companies flow from scratch, from less to more, from inactive trading to frequent trading. In the absence of a legal trading market, the underground trading market naturally becomes the only channel for this part of equity transfer. However, the disadvantages of the underground trading market can not be ignored, which contains huge social and economic risks. Mainly reflected in the following aspects: First, non-disclosure of information may lead to misleading or even fraud in investment.
In order to eliminate the hidden dangers of instability in social and economic activities, the government must provide legal channels for equity transfer and conduct effective supervision. For the shares issued by unlisted companies, Article 144 of the Company Law stipulates that shareholders must transfer their shares on the legally established stock exchange. However, the specific stock exchange and the problem of equity registration and custody brought by modern paperless trading methods have not been further clarified. China Securities Regulatory Commission pointed out in the Opinions on Equity Custody of Unlisted Joint-stock Companies No.5 [200 1] that "the causes of equity custody of unlisted joint-stock companies are complex and involve a wide range, and the clean-up and standardization work should be mainly undertaken by local governments".
In order to promote the healthy development of unlisted joint stock limited companies, standardize equity transactions, ensure the preservation and appreciation of state-owned assets in the transaction process, and fill the legal gap, many local governments require centralized registration and custody of the equity of unlisted joint stock limited companies in the form of administrative regulations. At present, equity custody centers of unlisted joint-stock companies have been established in Shanghai, Shenzhen, Wuhan, Chengdu, Shaanxi, Beijing, Tianjin, Shandong, Zhejiang, Jiangsu, Shenyang and Inner Mongolia. Trusteeship center is a non-profit management service organization, which has the functions of government supervision and market operation. Its function is to provide equity registration and daily management for the custody enterprise according to the laws and regulations of the state and this Municipality, and provide other services such as shareholder registration service, change service, information inquiry, dividend distribution and so on according to the requirements of the custody enterprise.
The establishment and operation of equity custody institutions have built a management service platform for the equity flow of non-listed companies. Through the registration and transfer of the equity trust center, the underground equity transaction has gradually become a "transaction under the sun", and investors, joint-stock companies, limited liability companies and law-abiding intermediaries who really want to develop have also found a platform that they can rely on and have certain social credibility.
Except for Shanghai, almost all local governments require local unlisted joint-stock companies and even limited liability companies to go to the custody center once they are established. Custody centers all over the country guide and standardize the registration of active transactions outside the market. Some administrative departments for industry and commerce register industrial and commercial changes according to the registration form of equity change or witness form of equity transfer issued by the custody center, and some accept the register of shareholders filed by the equity custody center once a year. This kind of local government-led regulation of equity flow is conducive to the innovative exploration of the capital market, but also a powerful supplement to the securities market of listed companies, which is more conducive to maintaining social and economic order and reducing the emergence of social unrest factors.
Equity custody has the following advantages:
1. The benefits of equity trust to the government: it is conducive to the standardized management of the equity of unlisted joint-stock companies; It is conducive to strengthening the management of state-owned assets and preventing the loss of state-owned assets; It is conducive to building a multi-level capital market and promoting the rapid and healthy development of high-tech industries; It is conducive to promoting the integration of production, financing and capital, and realizing property rights transaction and institutional innovation.
2. Benefits of equity custody to enterprises: it is conducive to standardizing operation and improving management level; Conducive to saving financial costs; It is conducive to broadening investment and financing channels, attracting social capital and realizing diversification; It is conducive to expanding the visibility of enterprises and creating conditions for their public offering and listing.
3. Benefits of equity custody to shareholders: it can effectively prevent irregular behaviors such as private transactions and black market transactions and protect their own interests; Standardize the change of stock right and prevent fraud; Increase the liquidity of shareholders' rights and interests and broaden shareholders' financing channels; By proving shares and inquiring about equity information, information asymmetry can be reduced.
June 5438+October 2005 10, the Notice on Further Standardizing the Examination, Approval, Registration and Filing of the Establishment of Limited by Share Ltd initiated by Shanghai Municipal Development and Reform Commission, Municipal State-owned Assets Supervision and Administration Commission and Municipal Administration for Industry and Commerce was formally implemented. The promulgation of the "Notice" will help to curb all kinds of irregularities existing in the equity transfer activities of non-listed companies in Shanghai at present. At the same time, the further implementation measures and detailed rules for the equity transfer of non-listed companies will also be promulgated in the near future. We can optimistically predict that the equity flow of non-listed joint-stock companies in Shanghai has entered a new stage of standardized development.
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