Tuesday, December 14, 2010

Equity Division reform management approach to full-text

<P> Related News: </ P> <P> compared with the split share structure reform pilot project management methods to adjust for five shares of half the people think the stock market into investment opportunities is not fully fulfill its commitments before the transfer of shares shall not be tradable share reform of listed companies .Administration of full management practices share reform of listed companies released </ P> <P> Chapter I General Provisions </ P> <P> the first to regulate the share reform of listed companies, and promote capital market reform and stable development, protection of investment .legitimate rights and interests, according to the "Company Law", "Securities Law", "Provisional Regulations on stock issuance and transaction management," "the State Council on promoting the capital market reform and stable development of a number of opinions" and the Commission, the SASAC, the Ministry of Finance .The People's Bank, the Ministry of Commerce, "on the split share structure reform of listed companies guidance," the relevant provisions of the regulations. .</ P> <P> second split share structure reform of listed companies, through non-tradable shareholders and tradable shareholders the balance of interests between the consultative mechanism to eliminate the transfer of shares A-share market the process of institutional differences. .</ P> <P> third share reform of listed companies to follow an open, fair and impartial manner, the A-share market-related shareholder of equal consultation, mutual understanding and good faith, on the basis of their own decisions. .China Securities Regulatory Commission (CSRC) according to the split share structure reform and related activities of the main parties to supervise management, organization, direction and coordination to promote the split share structure reform. .</ P> <P> fourth stock exchange under the China Securities Regulatory Commission's mandate and the provisions hereof, and split share structure reform of listed companies to implement first-line supervision of the work, coordinate and guide the reform of listed companies tradable services, for non-tradable shares .related procedures can be traded. .</ P> <P> Stock Exchange and the securities registration and settlement companies shall operate in accordance with this approach to develop guidelines for the conduct of the share reform of listed companies (the "Company") for services related to business, the relevant parties to fulfill the information .disclosure obligations, to honor the original commitment to reform and corporate reform of non-tradable shares after the sale of shares in the behavior of the implementation of continuous monitoring. .</ P> <P> Chapter procedures </ P> <P> Article tradable share reform companies to move, in principle, by all the non-tradable shareholders unanimously agreed to propose; failed to reach consensus can also be .individually or jointly hold the company by a two-thirds of the shareholders of non-tradable shares. .To reform the non-tradable shares to move, to be commissioned in writing to the Board of Directors A-share market to convene a meeting of relevant shareholders (hereinafter referred to as the relevant shareholders meeting) to consider the share reform of listed companies plan (hereinafter referred to as the reform program.) .</ P> <P> related to the convening of the shareholders meeting, voting and information disclosure issues, the implementation of a listed company with reference to the relevant provisions of the General Assembly by the relevant shareholders to vote on the classification of the reform program. .</ P> <P> Article VI of the Board of Directors received a written non-tradable shares after the commission should be employed to help sponsor the program and issue a recommendation to develop reform submissions, employ a law firm split share structure reform of the co-operation related matters .verification to verify compliance and legal opinion. .</ P> <P> Article VII Board of Directors, non-tradable shares, the sponsor and the sponsor representative, law firms and lawyers handling should be a clear written agreement signed confidentiality obligations, the parties agreed before the public in the reform program .shall not disclose related matters. .</ P> <P> Article VIII Board of Directors shall appoint the sponsor of the reform program and the convening of the technical feasibility of the timing of the relevant shareholders meeting to seek views on the stock exchange. .</ P> <P> stock split share structure reform of operational guidance, balance control the rhythm of reform, consultation to determine the relevant shareholders meeting time. .</ P> <P> Article IX Stock Exchange in accordance with the agreed schedule, the board issued a notice of meeting of relevant shareholders meeting to announce the reform of the instructions, the independent directors of opinion letter, sponsor's opinion, legal opinion, to apply for shares .suspension. .</ P> <P> Article notice from the relevant shareholder meeting within ten days from the date of release, the board shall assist the non-tradable shares by investors, seminars, media briefings, online road shows, visits to institutional investors, seeking release .opinion letters and other methods, with the A-share market tradable shares (hereinafter referred to as "tradable shares"), full communication and consultation, also announced the hotline, fax and e-mail, solicit the views of holders of tradable shares, the reform program .the formation of a broad shareholder base. .</ P> <P> Article XI of non-tradable shares and tradable shares in accordance with the preceding article, communication and consultation procedures required to complete, not to adjust the reform program, the board shall make a public announcement and apply for resumption of trading stock; adjustments to the program of reform ., should guide the reform, the independent directors opinion letter, the sponsor submissions, legal opinions and other documents to make adjustments or supplement and notice, the applicant company's shares resume trading. .</ P> <P> shares resume trading after the company shall not re-adjustment and reform programs. .</ P> <P> Article XII meeting of relevant shareholders meeting, the board shall apply for the stock suspension. .During the suspension period from the time the relevant record date of shareholders meeting the next day to the end of reform, the date of the prescribed procedures. .</ P> <P> Article XIII of the relevant board of directors before the meeting the shareholders shall be published in designated newspapers and magazines related to shareholder meetings held not less than twice the prompt announcement. .</ P> <P> voting delegate assembly meeting of shareholders related to matters handled by the company board of directors. .</ P> <P> Article XIV of the Board of Directors shall attend the shareholders meeting of relevant shareholders vote on the technical arrangements to provide online voting. .Internet voting no less than three days. .</ P> <P> Article XV of non-tradable shares tradable share reform the implementation of the balance of interests on the price of arrangement (the arrangement of the price) is subject to approval of state-owned assets supervision and administration, it shall vote in the relevant shareholder meeting before the start of the network to obtain and .Notice of ratification. .</ P> <P> Article XVI meeting of relevant shareholders vote reform program, subject to shareholders voting by two-thirds of the voting rights held, and after voting shares in circulation more than two-thirds of the voting rights held .passed. .</ P> <P> reform of Article XVII to obtain the relevant shareholders meeting vote, the board of directors within two working days notice should be related to the voting results of shareholders meeting. .</ P> <P> Stock Exchange board of directors shall, in accordance with the agreed schedule, announced the implementation of reform programs and the company's shares resume trading matters. .</ P> <P> foreign investment enterprise approval certificate held by a company with foreign shares of banking companies, approval of the reform program management issues related to foreign investment, the company announced reform program should be made before the implementation of the relevant departments of the State Council for approval documents. .</ P> <P> Article XVIII reform program has not been voted by the relevant shareholders meeting, the Board shall be announced within two working days the results of the relevant shareholders meeting to vote and apply for resumption of trading stock on the announcement day. .</ P> <P> reform program has not been voted by the relevant shareholders meeting, shareholders can be non-tradable shares after three months, in accordance with the provisions of Article V of this approach re-commissioned by the Board of Directors convened on split share structure reform, the relevant shareholders meeting. .</ P> <P> abnormal conditions of Article XIX of listed companies tradable share reform, according to the following principles: </ P> <P> (a) of the relevant parties suspected of using company information to the split share structure reform of insider trading .investigation is being placed on file in the investigation before the end of the reform; </ P> <P> (b) of the company stock market manipulation is suspected of being criminal investigation, or the stock body or person suspected of being held illegally concentrated in .reform of the risk can be eliminated; </ P> <P> (c) the controlling shareholder of the company's interests are being invaded suspected criminal investigation, but there are viable options to solve the problem of encroachment, can be reformed; </ P> <P> .(d) the presence of other abnormalities, and approved by the CSRC, for reform. .</ P> <P> Diershitiao issued overseas listed foreign shares, foreign shares listed on domestic A-share market listed companies, shareholders of the A-share market-related negotiation of non-tradable shares in the A-share market shares can be traded issues .. .</ P> <P> twenty-one A-share market held by non-tradable shares of listed companies overseas listed companies, the price of the arrangements on the decision-making procedures should be consistent with the articles of association and offshore disposal of assets of the company listed in the regulations. .</ P> <P> A-share market held by non-tradable shares of listed companies in domestic listed companies, their price on the arrangements for decision-making process shall comply with stock exchange business rules and articles of association of the company asset disposal requirements. .</ P> <P> Chapter reform program </ P> <P> twenty-two reform programs should take into account the interests of all shareholders and long-term interests of sight will help the company develop and market stability, according to the actual situation ., holdings of shares by controlling shareholders, buy back shares of listed companies, the default of the original non-tradable shares of the actual conditions of the sale, the default back to the sales price, the put option and other feasible measures to stabilize the stock. .</ P> <P> twenty-three non-tradable shares in the commitment made in the reform program should be with the stock exchanges and securities registration and settlement companies to implement the technical supervision adapted to the conditions, or provided by the commitment to fulfill commitments .security measures. .Non-tradable shares should be made in writing to faithfully carry out the promised statement. .</ P> <P> twenty-four non-tradable shares does not fully fulfill its commitments may not be transferred until the shares they hold. .However, the assignee agrees and is able to fulfill its commitments on its behalf, except. .</ P> <P> twenty-five reform programs should not oppose or express consent of the non-tradable shares held by shareholders of the treatment, a legitimate and viable solution to be described. .</ P> <P> twenty-six split share reform and asset restructuring with the company, re-side by injecting quality assets, the assumption of debt, etc., in order to achieve profitability or financial position of the company as consideration arrangements to improve its asset restructuring .the share reform program and the program should follow the approach and the relevant provisions of China Securities Regulatory Commission. .</ P> <P> Chapter reform the original non-tradable shares sold </ P> <P> 第二 seventeen Reform, former non-tradable shares after the sale of shares shall be abide by the following provisions: </ P .> <P> (a) Since the date of implementation of the reform program, within twelve months may not be listed in the trade or transfer; </ P> <P> (b) of the total shares of listed companies held more than five percent of the original .non-tradable shares, after the expiration of the previous paragraph, by the former Stock Exchange of non-tradable shares sold, the sale of shares of the total number of Zhangaigongsi ratio shall not exceed twelve months in the five per cent in the second .twelve months shall not exceed ten percent. .</ P> <P> 第二 eighteen of the original non-tradable shareholders to sell a large amount of shares held, investors can use to placing a specific way. .</ P> <P> 第二 nineteen reform program after the implementation of the management of shares held by foreign shareholders shall be further requirements. .</ P> <P> Chapter V Information Disclosure </ P> <P> split share structure reform, the third ten relevant disclosure obligations, he shall perform the information disclosure obligations in a timely manner, true, accurate and complete disclosure of information, ensure that .Disclosure of the information is not false records, misleading statements or material omissions. .</ P> <P> 第三十一条 notice shall specify the relevant shareholders meeting of holders of tradable shares in the rights of the share reform and the exercise of right of way, conditions and period. .</ P> <P> 第三 twelve share trading reform should include the following: </ P> <P> (a) the company's capital structure since the establishment of the formation and successive changes; </ P> <P> .(b) proposed to move the split share structure reform of non-tradable shares, on the number of shares they hold, and whether the proportion of ownership dispute, the pledge to freeze the situation description; </ P> <P> (c) .non-tradable shares held by the company on its number of shares, proportion and relationship between the instructions; </ P> <P> (d) non-tradable shares, the total number of shares held by more than five percent of non- .tradable shareholders of the actual controller, the reform on the bulletin board two days before the specification tradable shares held by the company as well as trading companies within six months prior to the case of tradable shares instructions; </ P> <P> .(e) the share reform program of the specific content; </ P> <P> (f) non-tradable shares to fulfill our commitments on its description of measures to provide security; </ P> <P> (g) share .Reform of the possible impact of corporate governance; </ P> <P> (h) share-trading reform may involve risks and appropriate treatment options; </ P> <P> (nine) for the provision of professional split share structure reform .sponsor services, law firm name and contact information; </ P> <P> (j) the sponsor agencies, law firms on its board of directors announced two days before the specification of reform tradable shares held by the situation .and the sale of the company six months before the description of tradable shares of the situation; </ P> <P> (k) other matters should be explained. .</ P> <P> 第三 thirteen sponsor submissions should include the following: </ P> <P> (a) non-tradable shares of listed companies without ownership dispute, pledge, freezing conditions and the situation of reform .the impact of program implementation; </ P> <P> (b) implementing a reform program of the outstanding shares of the company equity impact assessment; </ P> <P> (c) of the split share structure reform documents verification conclusions; < ./ P> <P> (d) commitment to reform programs related to the feasibility analysis; </ P> <P> (e) the possibility of impact on the sponsor sponsor the impartial performance of duties of the case description; </ P> < .P> (f) the sponsor should be noted that other matters; </ P> <P> (g) Sponsor conclusions and reasons. .</ P> <P> 第三 fourteen letters should include the views of independent directors on corporate governance reform program the improvement of the protection of legitimate rights of the shareholders, the impact of long-term development of the situation and other important matters. .</ P> <P> thirty-fifth meeting of shareholders articles notice, the relevant result of the voting shareholders meeting, voting delegate solicitation letter, summary of share-trading reform shall specify the newspaper disclosed. .</ P> <P> share-trading reform, independent directors opinion letter, sponsor's opinion, legal opinion, the implementation of the share reform program should be in the company website and company listing on the HKEx website full disclosure. .</ P> <P> stock exchange column should be set on its Web site to provide free split share structure reform of listed companies disclosure of information services. .</ P> <P> thirty-sixth Article of the share reform program involves holdings or holdings of shares of shareholders, leading to shareholders, a change in control of the total number of shares, and shall abide by the "Administrative Measures for Acquisition of Listed Companies", " .Changes in Shareholdings in Listed Companies Information Disclosure "and the regulations; caused by the implementation of the reform program of the tender offer obligation, upon application, may be exempted from obligations to fulfill the tender offer. .</ P> <P> thirty-seventh company shall in the non-tradable shares can be traded after the completion of registration within two working days, in the specified newspapers published in the company split share structure reform, changes in the shares after the report. .</ P> <P> 第三 eighteen share reform program implementation, the original non-tradable shares held by shareholders of sales limit expires, the company shall be published in advance to know three days notice. .</ P> <P> 第三 nineteen held more than five percent of the shares control of the company's original non-tradable shares, sold through the Stock Exchange in the number of shares each to the total number of shares by the company short .should be in the occurrence of the two working days from the date of announcement to make, no need to stop the sale of shares during the announcement. .</ P> <P> Chapter agency </ P> <P> fourth ten split share structure reform is to provide professional services agency shall comply with laws and regulations, faithfully perform their duties in good faith, diligence, maintenance .company and shareholders, not to use occupational status based units and individuals seek illegitimate interests. .</ P> <P> 第四十一条 sponsor shall perform the following duties: </ P> <P> (a) assist in the formulation of reform programs; </ P> <P> (ii) due diligence matters related to the program of reform .survey; </ P> <P> (c) of the reform program to verify the documents verified; </ P> <P> (d) the implementation of non-tradable shares on the price of the arrangements, the ability to fulfill commitments to express their views; </ .P> <P> (v) issued by the sponsor's opinion; </ P> <P> (VI) to assist in the implementation of reform programs; </ P> <P> (g) assist in the development and implementation of price stabilization measures; </ P> .<P> (h) of the relevant parties to fulfill our commitments to continuous supervision. .</ P> <P> forty The recommendation institution and its major shareholders, actual controllers and related parties of the following important relationship, it may not be the company's share-trading reform of the Sponsor: </ P> < .P> (a) of the sponsor and its major shareholders, actual controllers and important related parties combined shares of listed companies held more than seven percent; </ P> <P> (b) of the listed company and its major shareholders, actual .controller, an important related parties or controlled by the sponsor holds the shares total more than seven percent; </ P> <P> (c) the sponsor or sponsor representative directors, supervisors, managers, other senior management personnel held .shares of listed companies, listed companies in the office, which may affect the impartial performance of the case of sponsor responsibilities. .</ P> <P> forty The recommendation institution should designate a sponsor representative in charge of a company share-trading reform of the sponsorship. .The sponsor representatives voting procedures in the relevant shareholders meeting prior to the completion of other listed companies shall also be responsible for the split share reform sponsorship. .</ P> <P> forty-fourth The recommendation institution's legal representative, sponsor representative should sign the sponsor's opinion, bear the corresponding legal responsibility. .</ P> <P> forty-fifth law firm and legal opinion signed by the attorney shall perform the following duties: </ P> <P> (a) of the split share structure reform in the main body to verify the legitimacy of .; </ P> <P> (b) with the reform program on legal matters relating to verification; </ P> <P> (c) with the reform program of legal documents relating to the verification; </ P> <P> .(d) the content of the reform program of the legitimacy and implementation of procedures to express their views; </ P> <P> (e) issue legal opinions. .</ P> <P> forty-sixth law firm, signed the legal opinion of counsel, it shall not provide professional services to the share reform of listed companies that may affect the impartial performance of duties of the relationship. .</ P> <P> Forty-seventh The recommendation institution and sponsor representatives, law firms and the legal opinion signed by the lawyer, issued by the sponsor should ensure that their submissions, there is no false legal opinions, .misleading statements or material omissions. .</ P> <P> Chapter VII of the regulatory measures and legal responsibilities </ P> <P> forty-eighth Any unit or individual shall not use the share reform of listed companies of insider information in securities trading, the share of listed companies should not be used .reform of market manipulation, not fabricated, dissemination of information on share-trading reform of listed companies of false information. .The above acts, the China Securities Regulatory Commission investigated and dealt with according to law; serious suspected of a crime shall be transferred to judicial organs for criminal liabilities. .</ P> <P> forty-ninth stock exchange on split share structure reform should be market transactions during the implementation of special control exceptions found suspected insider dealing and market manipulation, and shall promptly report to the CSRC to stop and investigate. .</ P> <P> fifth ten in the split share structure reform commitment in the failure to fulfill commitments to shareholders, its stock publicly condemned, the CSRC shall order it to make corrections and take related administrative regulatory measures; to .the legitimate interests of other shareholders damage, they shall bear relevant legal liabilities. .</ P> <P> 第五十一条 sponsor and sponsor representatives as split share structure reform of the relevant documents to submit any false record, misleading statement or major omission, or failure to perform due diligence, continuous supervision obligations ., its stock publicly condemned, the CSRC shall order it to make corrections; the circumstances are serious, its sponsor and the sponsor representative from the list of removed. .</ P> <P> fifty law firm and signed the legal opinion of counsel, for the share reform issued by the existence of the legal submission of false records, misleading statements or material omissions, or fails to perform .verification obligations, the CSRC shall order it to make corrections; circumstances are serious, suspended the issuing of securities business in the legal documents. .</ P> <P> 第 fifty-three companies and their non-tradable shares, the fund management companies, securities companies, insurance companies, asset management companies, the use of improper means to interfere with other investors in the normal decision-making, manipulating the results of the relevant shareholders meeting to vote ., or the improper exchange of interests, the CSRC shall order it to make corrections; circumstances are serious, determined primarily responsible for the Shichangjinru who shall not hold a certain period or permanently listed companies and securities business organizations, senior management positions. .</ P> <P> Chapter VIII Supplementary Provisions </ P> <P> thereof shall be formulated by the China Securities Regulatory Commission is responsible for interpretation and amendment. .</ P> <P> fifth These Measures shall come into force the day of release. ."Split share structure of listed companies on the reform issues related to notice" (Zheng Jian Fa 〔2005〕 32), "On the second batch of listed companies to do the split share structure reform pilot work-related issues," (Zheng Jian Fa 〔2005〕 .42) shall be repealed simultaneously. .</ P>.

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