Tuesday, December 14, 2010
Eight aspects of the SFC to promote M & A review.
Increase transparency and efficiency of market discipline mechanisms Audit Commission listed <P> head, said yesterday that will improve transparency, improve service interface, to improve audit efficiency, increase market discipline mechanism as the core, focusing on eight areas .mergers and acquisitions of listed companies to further promote the business system construction audit. .<P> - The implementation of the "three open", the entire "Operation Sunshine", to improve the service interface <P> "Three public" that public reporting process, public reporting process, public review standards. .Recently, the China Securities Regulatory Commission to implement the Listing Division of the three tasks: First, the CSRC published on the website of the "major asset restructuring of listed companies reporting guidelines"; the second is listed on the site known to the public concerning matters of the Ministry of the legal basis of administrative licensing, the conditions ., procedures, deadlines and application materials for a detailed list of directory updates; Third, mergers and acquisitions announced guidelines for the application materials, the standard application materials through standardized, simplified procedures for receiving part of the correction to improve audit efficiency and transparency. .<P> - Improve the "three-trial system", the implementation of the three trial separation, their duties and building an effective M & A regulatory checks and balances within the Listing Division of the SFC <P> "Three trial system", that is implemented in the first instance .double division of the audit project will be implemented in the feedback phase of the collegial review stage in the reorganization of the Audit Committee to strengthen the principles of independence and openness. .<P> "Three trial procedures" for the progressive, mutual isolation, the latter stage of the formation of the previous stage of audit control mechanism. .</ P> <P> - implement the three principles of the Reorganization Committee to improve the credibility of the Reorganization Committee </ P> <P> sound re-appointed meeting "openness" of the system of protection. .Strict implementation of the "China Securities Regulatory Commission audit committee reorganization of listed companies work order" provisions of the relevant procedures, restructuring the recommendation of the Committee members to review, publicity, employment and other links are to achieve an open operation, M & A Committee meeting held in time, the participating members .to consider the issues and voting results should be promptly released. .Sound re-member audit <P> "independence" of the system to protect and improve the standardization and regularization of the working mechanisms and procedures. .Mechanism at work, M & A Committee meeting three days before the convening of the appropriate time, members of the list of participants, Deng Jun matters to be considered in the China Securities Regulatory Commission website. .M & A Committee meeting to implement on-site records, recording and archiving for future reference, to achieve the sun operation. .Steering Committee re-established system of due diligence, requiring re-submitted for review by members at key points and the pre-filing for future reference; in order to prevent insider trading, M & A Committee is submitted for consideration from the company's shares will be submitted to the public disclosure of material until the outcome of the meeting had been suspended during the .. .Reorganization Committee announced the results after the meeting. .<P> Raise professional level of the Reorganization Committee review, to be re-appointed through a public memo in the form of audit opinion, the re-formation of professional standards committee audit opinion. .M & A advisory committee of experts set up to play the role of expert advice to improve the credibility of the Reorganization Committee. .Independent Commission Against <P> supervision, M & A Committee of clean government as part of China Securities Regulatory Commission discipline inspection and supervision system and the implementation of the "three constraints." .<P> - Strengthening information management system restructuring, the establishment of strict insider trading and market manipulation prevent the rapid response mechanism <P> China Securities Regulatory Commission to establish a major asset reorganization of listed companies control coordination mechanism, a clear requirement in the company of Shanghai and Shenzhen Stock Exchange .restructuring of information disclosure and the implementation of first-line supervision of the stock trading work, should be promptly reported to the Listing Division of the reorganization of information disclosure and real-time monitoring the situation. .Stock transaction to the company before the reorganization provisions of the standard No. 128, Shanghai and Shenzhen stock exchanges require companies to price than the relevant transaction and the resulting situation of full disclosure of the risks, we must also verify the relevant transactions in a timely manner and to organize results of the verification .reported to the Listing Division. .In the information disclosure of listed companies re-examine the form of documents, involving statutory interpretation, innovation, or unprecedented issues and was suspected of irregularities, the Exchange shall promptly report to the Ministry to consult public opinion. .<P> - Regulate standards of practice and responsibilities of financial advisors, to play its supervisory role of compliance in order to promote <P> promulgated "listed company M & A financial advisory business management approach" as an opportunity to develop "a major asset restructuring of listed companies financial consultancy business .Guidelines (Trial) ", a clear standard of independent financial advisory business, the implementation of the independent financial adviser compliance supervisory responsibility, a standardized evaluation mechanism to require independent financial adviser due diligence to establish a sound system, perform due diligence obligations; reference to the sponsor system, and for .independent financial adviser and improve the quality of core mechanisms to ensure that the practice; requested its supervision of listed companies improve decision-making mechanism, with the process of making transactions memorandum; requires due diligence and in full kernel based on the issue of restructuring activities, restructuring plan carefully verified observations and independent financial adviser .report; requested the entire process of the transaction and restructuring of the parties listed company compliance supervision, implementation and follow-up phase of the reorganization proceeding to fulfill continuing supervisory responsibility; for independent financial advisers should also strictly enforce the risk control and internal isolation system to prevent insider .trading and other illegal activities. .And restructuring of listed companies refused to meet a result can not be completed due diligence, independent financial adviser relationship should be terminated or modified accordingly entrusted to the concluding observations. .<P> - Mergers and acquisitions to build an effective monitoring mechanism to external checks and balances <P> China Securities Regulatory Commission to monitor the implementation of mergers and acquisitions of listed companies of a working system, and two working mechanism. .That is, a check external and internal parties, their duties, effective checks and balances of the Comprehensive System; to information disclosure regulation as the center to enhance the transparency of the main line, to monitor compliance mechanism for the supervision of consolidated supervision; sector-led compliance .first instance, re-appointed gatekeeper of the division of a clear focus on the working mechanism. .<P> Listed companies bring to the merger and reorganization of China Securities Regulatory Commission administrative license application, must first obtain permission from the relevant departments. .For example, mergers and acquisitions involving foreign investors, must obtain permission from the Ministry of Commerce approval. .<P> - Construction of all-round "Trinity," "checks and balances," the M & A regulatory system <P> building from the regulatory system to prevent corruption, build the Listing Division of the China Securities Regulatory Commission, Shanghai and Shenzhen Stock Exchange and the Securities Regulatory Bureau, " .Trinity, "" checks and balances, "the M & A supervision system. .May 19, the Listing Division of the Stock Exchange issued a "do a better job on major asset restructuring of listed companies to inform the work of information disclosure regulation" clearly abolish the "re-approach" pre-communication system prior to the implementation, the establishment of clear expectations, clear responsibilities, .suspension system for the phased implementation of the restructuring; clearly responsible for the implementation of the Shanghai and Shenzhen Stock Exchanges major asset restructuring of listed companies must file the relevant forms of information disclosure review, the independent financial adviser on the major asset restructuring of listed companies issued by the relevant business information in disclosure documents .formal examination, and real-time monitoring of market transactions; Securities Regulatory Bureau to perform site inspections and continuous monitoring duties, the formation of the Listing Division of the Shanghai and Shenzhen Stock Exchange, the Securities Regulatory Bureau, "Trinity", "mutual checks and balances" of the working mechanism. .<P> - M & A reorganization of category review and improve audit efficiency and CSRC <P> matters under the M & A review and audit the degree of difficulty degree of sophistication of M & A business will be divided into three grades, and a reasonable set review .process, saving distribution of audit resources and reduce audit links and time, improve the efficiency of M & A review. .<P> First gear, on the material available and found no major problems, only need to submit will not need to consult within the project can be concluded, including the transfer of such executive summary of the exemption and acquisitions, through greater transparency, the implementation of open standards ., simplify procedures, the working mechanism of process optimization. .The second tranche of the Audit Committee do not need to re-submit the application materials, including general procedures for exemptions and acquisition of shares in issue does not involve a major reorganization of assets, through open standards, improve the feedback process and the topics will be collegial process, proper levels of detail. .The third file, the Audit Committee of the restructuring required to submit the application materials, including the major assets of more than the statutory ratio of reorganization, to issue shares to buy assets, merger, division spin-off projects such as innovation, strict procedures, strict standards, according to the law review. .</ P>.
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