严格规范大股东减持 有效防范绕道减持

Our reporter Tian Peng

Trainee reporter Mao Yirong

On May 24, the CSRC issued the Interim Measures for the Administration of Share Reduction by Shareholders of Listed Companies and the Rules for the Administration of the Shares of the Company Held by Directors, Supervisors and Senior Managers of Listed Companies and Their Changes to further standardize the share reduction. On the same day, Shanghai and Shenzhen Stock Exchanges, on the basis of soliciting opinions in the earlier stage, revised and improved the relevant business guidelines and officially released them focusing on three aspects: comprehensively improving the shareholding reduction rule system, strictly regulating the shareholding reduction behavior of major shareholders, and effectively preventing bypass shareholding reduction.

Specifically, the SSE issued the Self regulatory Guidelines for Listed Companies of the Shanghai Stock Exchange No. 15 - Reduction of Shareholdings by Shareholders, Directors, Supervisors and Senior Managers, and the Self regulatory Guidelines for Listed Companies of the Shanghai Stock Exchange Science and Technology Innovation Board No. 4 - Inquiry Transfer and Placement Guidelines of Shanghai Stock Exchange China Securities Depository and Clearing Co., Ltd. on Share Reduction by Shareholders of Science and Technology Innovation Board Listed Companies through Inquiry Transfer and Placement to Specific Institutional Investors (revised in May 2024); Shenzhen Stock Exchange issued the "Shenzhen Stock Exchange's Self regulatory Guidelines for Listed Companies No. 18 - Reduction of Shareholdings by Shareholders, Directors, Supervisors and Senior Managers" and the Shenzhen Stock Exchange's Self regulatory Guidelines for Listed Companies No. 16 - Transfer of Shares by Inquiry and Placement of Shareholders of GEM Listed Companies Shenzhen Stock Exchange China Securities Depository and Clearing Co., Ltd. GEM Listed Companies Shareholders Inquiry and Placement Transfer of Shares Business Guidelines.

Strengthen supervision on the reduction of major shareholders

Focusing on the reduction of shares held by directors, supervisors and senior managers, Shanghai and Shenzhen Stock Exchanges integrated the relevant contents of the business rules for early reduction of shares, and made targeted specifications for the prominent issues reflected by the market. At the same time, research and evaluate the opinions and suggestions received during the public consultation, adopt reasonable opinions and suggestions, and adjust and improve accordingly.

Specifically, the first is to strengthen the supervision of major shareholders' shareholding reduction. For example, it is clear that the major shareholders and their concerted actors should jointly comply with the provisions on the reduction of major shareholders' shareholding; The controlling shareholders, the actual controllers and the persons acting in concert shall jointly abide by the regulations on share reduction of the controlling shareholders and the actual controllers. At the same time, it is clear that shareholders should calculate the shareholding ratio and judge the identity of major shareholders by combining their ordinary securities accounts, credit securities accounts and the shares of the same listed company held in other people's accounts with the company's shares lent through refinancing but not yet returned or sold through agreed repurchase securities transactions.

The second is to optimize the restricted scope and situation of the prohibition of reducing holdings. For example, if a listed company is suspected of violating the law and committing crimes in securities and futures, and has been investigated by the CSRC or the judicial authorities, or has been subject to administrative punishment or sentence for less than six months, this amendment will adjust the scope of shareholders that are prohibited from reducing their holdings to controlling shareholders, actual controllers and their persons acting in concert, directors and supervisors, and other subjects, and compact the responsibility of "key minority". In addition, it is clear that major shareholders, directors, supervisors and senior executives who have been subject to administrative punishment by the CSRC and who have not paid the fines and confiscations in full shall not reduce their holdings, except as otherwise provided by laws and administrative regulations or when the reduction funds are used to pay fines and confiscations.

Third, strictly prevent the use of securities lending and refinancing to reduce holdings by bypass. First of all, it was clarified that major shareholders and directors, supervisors and senior executives should not sell shares of the company through securities lending, and should not carry out derivatives transactions with the company's shares as the subject matter of the contract. Secondly, it is clear that shareholders who hold limited shares or whose shares cannot be reduced shall not lend such shares through refinancing or sell shares of the Company through securities lending; If the shareholders have unsettled stock financing contracts of listed companies before obtaining restricted shares, they shall close them.

The fourth is to optimize the regulatory requirements for the reduction of holdings by agreement transfer and non transaction transfer. In order to prevent the shareholders from evading the restriction of share reduction through agreement transfer and non transaction transfer, this amendment makes it clear that the transferee shall not reduce its transferred shares within 6 months after the transfer through agreement transfer, judicial transfer, deduction and other non transaction transfer; If the transferor does not have the status of major shareholder due to the transfer, it shall continue to comply with the requirements of share reduction quota and pre disclosure within six months. If the transferor does not have the status of controlling shareholder and actual controller due to the transfer, it shall also comply with the provisions of not reducing its shares in the case of net breaking and dividend distribution not meeting the standards within six months.

Fifth, optimize the information disclosure requirements in the whole process of shareholding reduction. First, a new pre disclosure requirement was added. If major shareholders, directors, supervisors and senior executives reduce their holdings through block trading, they should make pre disclosure 15 trading days in advance. Second, the time interval of the reduction plan will be adjusted from a maximum of six months to three months. At the same time, it is no longer required to disclose the progress of reduction when the time or quantity is more than half. Third, it is clear that major shareholders, directors, supervisors and senior executives should disclose relevant announcements within two trading days after receiving the notice from the People's Court that they will dispose of their shares through the secondary market. At the same time, strengthen the supervision responsibility of the Board of Directors, require the Secretary of the Board of Directors to inspect the shareholding reduction of major shareholders, directors, supervisors and senior executives quarterly, and report to the Exchange in case of any violation of laws and regulations.

Sixth, specify the specific application requirements of the shareholding reduction rules under specific circumstances. First, it should be clarified that if shareholders of listed companies participate in the subscription or subscription of ETF shares to be reduced, the provisions on the reduction of shares through centralized bidding transactions should be applied by reference. Second, if it is clear that the shareholder donates shares, the provisions on share reduction by means of negotiated transfer shall apply mutatis mutandis, except for the transfer proportion and the lower limit of the transfer price. Third, it should be clear that the controlling shareholders, actual controllers and their concerted actors of the transfer company when it is listed on the exchange and the relisted company when it is relisted on the exchange should apply the relevant provisions in the case of break outs on the basis of the opening reference price of the shares on the first day of listing and relisting on the exchange, and at the same time, it should specify the application and reduction requirements of specific shareholders of the relevant company.

Strictly prevent detour underweight

In order to further standardize the transfer of shares by shareholders of listed companies on the Science and Technology Innovation Board and GEM through inquiry transfer and allotment, prevent detour reduction, and maintain market confidence, the Shanghai and Shenzhen Stock Exchanges also revised and issued relevant guidelines in accordance with the CSRC's Opinions on Strengthening the Supervision of Listed Companies (for Trial Implementation) and other provisions, and in combination with practical operation.

Specifically, the first is to strictly regulate the inquiry transfer of controlling shareholders and actual controllers. If it is clear that the company has broken its hair, broke its net profit or failed to meet the standard of dividend distribution, the relevant controlling shareholders, actual controllers and their persons acting in concert shall not conduct inquiry transfer, which shall be consistent with the main restrictions on controlling shareholders and actual controllers to reduce their shares through centralized bidding and block trading, so as to prevent regulatory arbitrage and stabilize market expectations.

Second, avoid detour underweight. Strengthen supervision in accordance with the principle of substance over form. If the transferee is required to transfer the transferred shares through inquiry within the transfer restriction period specified in the relevant guidelines, it is not allowed to lend the shares through refinancing, nor sell the shares of the listed company through securities lending. Before the transferee transfers the transferred shares through price inquiry, there is an unsettled securities lending contract for the shares of the listed company, The securities lending and settlement contract shall be closed before the relevant shares are obtained to strengthen the binding force of the system.

The third is to optimize the transaction transfer process. Improve the disposal procedures and information disclosure requirements for abnormal share transfer, and clarify that in case of insufficient number of transferable shares (including judicial freeze) before the completion of inquiry transfer, the securities company shall promptly notify the inquiry object and re determine the transfer result after removing the corresponding shares, Shareholders participating in the transfer shall disclose relevant information and the re determined transfer result in a timely manner.

The fourth is to do a good job in connecting the window period regulations. Make a good connection arrangement with the provisions of the Administrative Rules on the Shares of the Company Held by Directors, Supervisors and Senior Managers of Listed Companies and Their Changes of the CSRC on the prohibition of buying and selling shares during the window period of directors, supervisors and senior managers, and improve the relevant provisions of the relevant guidelines on the prohibition of participating in the inquiry and transfer during the window period.