Our reporter Wu Xiaolu
The strictest new rules for reducing holdings in history have officially landed.Crashbandicootnsanetrilogy! On May 24, in order to implement the "opinions of the State Council on strengthening Supervision and preventing risks and promoting the High-quality Development of the Capital Market" and "opinions on strengthening the Supervision of listed companies (for trial implementation)", and to further standardize the behavior of share reduction, the CSRC formally issued the interim measures for the Administration of share reduction by shareholders of listed companies (hereinafter referred to as the measures for share reduction) and relevant supporting rules.
Shareholder reduction involves many stakeholders, is concerned by investors, is more related to market order and fairness, and affects transaction expectations, so it is of great significance to further improve the system of shareholding reduction.
From the perspective of the level of rules, the "measures for reduction" has been upgraded to departmental rules and regulations, and the legal level has been upgraded. From the perspective of the revised content, on the one hand, the new rules further regulate the reduction behavior of major shareholders, especially controlling shareholders and actual controllers, urge them to focus on the development and operation of the company, pay attention to the return level of investors, and reduce the space for arbitrage reduction.CrashbandicootnsanetrilogyOn the other hand, the new regulations, in accordance with the principle that substance is more important than form, strengthen penetrating supervision, comprehensively close possible loopholes in rules, strictly prevent all kinds of detour reduction, and weave a dense institutional network. In addition, the new regulations refine violations, clarify the corresponding regulatory measures for illegal reduction, and clarify market expectations.
Market participants believe that the "reduction measures" have been adjusted and improved around the outstanding problems reflected by the market in recent years, reflecting the tone of focusing on "public" and based on "strict", and will effectively safeguard the "three public" principles of the market. curb illegal holdings reduction, at the same time release policy warmth and good, protect the legitimate rights and interests of medium and small investors, stabilize market expectations, and protect the smooth operation of the market. Boosting investor confidence will help consolidate the foundation for the stable and healthy development of the capital market.
Strictly standardize the reduction of major shareholders
After this revision and improvement, the capital market reduction rules have two distinct characteristics: first, the "reduction measures" are unveiled in the form of regulations, the legal rank is upgraded, the authority and binding force are enhanced, and the market expectation is more clear.
Secondly, the rule system of reduction is more clear and hierarchical. At the CSRC level, rules and regulations as basic requirements and general provisions; the simultaneous revision of the rules on the Management of shares of listed companies held by Directors, Supervisors and Senior managers of listed companies and their changes, and the unmodified reverse pegging regulations for the reduction of venture capital funds, as special provisions, constitute the institutional framework of "1x 2".
On the day of the release of the "measures for reduction", the guidelines on reduction and inquiry transfer were revised simultaneously at the exchange level to link up with the regulations of the CSRC and further refine the relevant requirements.
From the perspective of the revised content, in order to maintain the stability of trading expectations of all parties in the market, the "measures for share reduction" is basically the same as the original "several provisions on the reduction of shares held by shareholders and Dong Jiangao of listed companies". It retains the pre-disclosure requirements for the reduction of major shareholders, as well as the core provisions that are more mature in practice, such as "crawling" reduction and the proportion limit of share reduction before IPO.
On this basis, the "reduction measures" continue to strictly regulate the reduction of major shareholders, and further strengthen the restrictions on the reduction of major shareholders from three aspects. The first is to increase the pre-disclosure obligations of major shareholders before their holdings are reduced through bulk transactions; the second is to make it clear that the secondary market reduction of controlling shareholders and actual controllers is linked to the stock price performance and dividends of listed companies, so as to strengthen the restrictions on shareholding reduction and avoid harming the interests of investors; the third is to require major shareholders not to reduce their holdings under major illegal circumstances and strengthen restrictions on violations of laws and regulations.
Since August last year, regulators have regulated the reduction of holdings by controlling shareholders and actual controllers. According to Wind statistics, the major shareholders of listed companies have reduced their holdings so far this year by 432%.Crashbandicootnsanetrilogy.43 billion yuan, down 77% from the same period last yearCrashbandicootnsanetrilogy.88%.
"the regulatory authorities to strengthen the supervision of the reduction of holdings and further standardize the reduction of major shareholders are important measures to improve the basic system of the capital market and enhance the efficiency of supervision. it is of great significance to protect the rights and interests of investors and promote the healthy and stable development of the capital market. it also helps to guide market participants to follow the rules, comply with the rules, and promote the high-quality development of the capital market." Dong Zhongyun, chief economist of AVIC Securities, told the Securities Daily.
Block all kinds of detour and reduce holdings
In view of the detour reduction behavior concerned by the market, the "reduction measures" comprehensively block all kinds of bypass reduction channels. With the increasing improvement of the reduction system, the possibility of detour reduction continues to decrease. In view of the new problems such as "technical divorce" reduction and financing reduction in the market last year, the CSRC stepped in in time to plug the loopholes.
On this basis, the "reduction method" systematically combs and standardizes the possible detour reduction from the point of view of shareholder identity, transaction mode, various tools and so on. At the same time, a "bottom" clause has been set up to make it clear that major shareholders are not allowed to circumvent the restrictions on the reduction of holdings in any way.
"these new restrictions are aimed at preventing and cracking down on bypass reduction and ensuring the fairness and transparency of the market." Tian Lihui, dean of the Institute of Financial Development of Nankai University, told the Securities Daily that these measures will help prevent market participants from evading the rules of reduction by changing their identities or trading methods, so as to protect the interests of investors and maintain market order. At the same time, measures such as banning major shareholders from participating in derivatives trading with the stock of the company as the subject matter can prevent improper reduction by using complex financial instruments, and further strengthen the supervision of internal personnel of listed companies. improve the level of corporate governance.
Step up efforts to crack down on violations
At the level of administrative law enforcement, on the one hand, the "measures for shareholding reduction" defines the corresponding regulatory measures, especially strengthening the use of administrative regulatory measures to order correction, and can order the parties to buy back shares that have been illegally reduced within a certain period of time, and hand over the price difference to the listed company.
Since the beginning of this year, the regulatory authorities have stepped up the supervision of illegal reduction, and the number of cases in which shareholders of listed companies have been ordered to repurchase or administrative penalties have been increasing. During the year, more than 10 listed companies, including Laifen and Wanye Enterprises, issued a notice saying that the relevant shareholders had repurchased shares that had been illegally reduced, and promised to hand over all the proceeds generated by the repurchase of the shares to the listed companies.
In the eyes of industry insiders, the administrative supervision measure of ordering repurchase has many advantages: first, it can be implemented quickly, which has the effect of correcting violations in a timely manner and avoids the relatively long waiting time of traditional punishment methods; second, it can make the violator not only unable to benefit, but may pay greater costs and costs; thirdly, it enhances the effectiveness of the supervision measures, and the parties need to come up with real money, which plays a preventive and deterrent role in advance; Finally, paying the price difference can compensate minority shareholders and benefit the company.
On the other hand, the "Measures for Reduction of Shares" details the violations that should be subject to administrative penalties, which helps shareholders fully understand the types of violations, facilitates supervision and enforcement, and embodies the concept of strict supervision. Those who refuse to correct them in time or if the circumstances are serious will be punished in accordance with the law. Coupled with the self-regulatory measures of the exchange, in the future, the supervision and enforcement of illegal reduction of holdings will form a multi-level punishment system.
Market participants believe that compared with the previous ones, the new regulations provide more detailed and strict regulations on illegal reduction of holdings; in terms of penalties, the new regulations also provide more targeted and more specific penalty measures for violators. It is believed that under strict supervision, the phenomenon of illegal sales reductions will be reduced in the future.
Tian Lihui said that in the context of strict supervision, illegal sales reductions are expected to decrease. By ordering violators to buy back illegally reduced shares and pay the price difference to listed companies, as well as imposing administrative penalties for serious violations, regulators will effectively increase the cost of violations, enhance the deterrent power of the new regulations, and help shape a good market ecology.
