Category: Money tips Release Date: 2007-07-05
Listed companies through the implementation of non-public offering of shares capital increase may be due to employee incentive stock repurchase
Promoter of shares by the three-year lock-up period was reduced to 1 year
Holding more than 5% shareholders and executives spread within six months, the sale of company stock returns to be confiscated
Directors shall not exceed the total number of directors within 1 / 2
China Securities Regulatory Commission recently released a newly revised "charter guidelines for listed companies", new edition of the guidelines in 1997 based on the guidelines, under the new Company Law and Securities Law enacted in the spirit of the comprehensive revision and strengthening of shareholders the right to appeal, the provisions of the directors and senior management positions in executing the Company's loss caused by illegal and irregular, the shareholders have the right to initiate proceedings in accordance with procedure.
The new guidelines on the "shares", "shareholders and shareholder meeting" and the "Board" three parts of a more substantial adjustment, modify the capital increase and repurchase provisions. Regarding the composition of the board of directors, then the provisions of directors within the total number of directors shall not exceed 1 / 2.
The new guidelines, the company made possible public offering of shares to existing shareholders of bonus, provident fund Zhuanzengguben form, but also can be a way of non-public offering of shares to increase capital.
In the share repurchase, in addition to reducing the company's registered capital and merge with other companies, at "award shares to employees of the Company" or "shareholders because the shareholders of the General Assembly made to the merger, separation resolution, dissent and require the company to acquire its shares The "two kinds of cases, a listed company may also acquire shares of the Company.
The new guidelines will sponsor shares from lock-up period of 3 years to 1 year. Tung, supervisors and senior management from holdings of prohibited provisions, "During his tenure may not be transferred within the" to "the stock market since the company after a year and may not be transferred within six months," and "transfer of part of a year shall not exceed the total number of shares held by 25%. " In addition, the guidelines also clear directors, supervisors, executives, and holds more than 5% of shares of a shareholder of the purchase within 6 months after they sell (or sold within 6 months after they bought) Company revenue generated by the stock should be owned company, the board has the responsibility to recover the proceeds.
The new guidelines strengthen the shareholders the right to appeal in the "shareholders and the shareholders of the General Assembly," chapter provides general meeting of shareholders, board of directors to convene the procedures and the resolution non-compliance, it may request the court. 180 consecutive days or more either alone or combined hold more than 1% stake in the company's shareholders the right to request the board of supervisors or directly to the directors, senior executives to the company due to losses caused by breach proceedings.
The persons concerned in particular suggest that listed companies in actual operation, should pay close attention to three aspects: First, in order to avoid manipulation associated with the shareholders, the new guidelines remove the disqualification of the past associated with the exceptional nature of the provisions of the shareholders. To avoid a vote of shareholders in the association will result in shareholders of General Assembly resolutions can not be passed, the "Guide" does not allow re-connected transactions in accordance with the procedures of non-voting, the company can only seek to convene more non-associated shareholders of participants, to meet again to vote. Second, in order to prevent insider control and limit the number of internal directors, part-time office manager or other executive directors and staff representatives, held by the directors, aggregate shall not exceed the total number of directors of the 1 / 2. Third, in order to prevent accounting firms and listed companies, collusion fraud, "Guide" provides that the employment behavior of accounting firms must be decided by the general meeting of shareholders, the board shall not be conducted before the decision to appoint general meeting of shareholders.
Securities and Futures Commission in the notification that a new version of the guidelines from the release date of the implementation of the guidelines listed companies should release its first general meeting of shareholders, the right to make consequential amendments to the Constitution. IPO, the Company submitted the application materials should be new guidelines on the content of drafting or revision of the Constitution.
