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Topic: Heavyweight! The CSRC issued new regulations on share reduction to strictly regulate the share reduction of major shareholders and prevent bypass share reduction

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Wind Wande

Recently, the CSRC officially issued the Interim Measures for the Administration of Share Reduction by Shareholders of Listed Companies (hereinafter referred to as the Measures) and related supporting rules. It clearly stipulates that the reduction of controlling shareholders and actual controllers is linked to the market performance and dividend distribution of listed companies; All kinds of "fancy" share reduction, such as technical divorce share reduction, refinancing lending, and securities lending share reduction, will be comprehensively regulated, and illegal share reduction will be severely cracked down, making offenders pay a "painful" price.

　　 // The Most Strict New Regulation on Shareholding Reduction in History Released //

There are 31 articles in the Measures for the Management of Shareholding Reduction, which have three main characteristics:

　　 1. Strictly regulate the reduction of major shareholders. Clarify that the controlling shareholders and actual controllers shall not reduce their shares through centralized bidding transactions or block transactions under the circumstances of breaking the distribution, breaking the net, and failing to meet the dividend standards; Increase the pre disclosure obligation of major shareholders before reducing their holdings through block trading; The persons acting in concert with the major shareholders are required to abide by the shareholding reduction restrictions together with the major shareholders.

　　 2. Effectively prevent detour underweight. Require the transferee of the agreement transfer to lock up for six months; Clarify that all parties shall continue to jointly abide by the shareholding reduction restrictions after the stock split due to divorce, dissolution, division, etc; Clarify that judicial enforcement and default disposal of pledge financed funds and bonds shall be subject to relevant share reduction requirements according to different ways of share reduction; It is prohibited for major shareholders to sell securities or participate in derivatives transactions with the Company's shares as the subject matter; It is prohibited to refinance and lend restricted shares and sell securities borrowed by shareholders of restricted shares.

　　 3. Detailed provisions on liability for violations. Clarify that illegal share reduction can be ordered to buy back and turn over the price difference to the listed company, and list the specific circumstances that should be punished. In addition, it also strengthened the obligations of the secretary of the listed company and the board of directors.

　　 // Reduction of A-share holdings in recent years //

Wind data shows that 556 important shareholders of listed companies have reduced their holdings since this year. The total net reduction was 3.184 billion shares, with a reference market value of 40.953 billion yuan. With the release and implementation of new regulations on shareholding reduction, the scale of shareholding reduction is expected to further decline in the later period.

　　 Looking at the reduction of holdings in recent five years, In the first four years, the annual reduction of holdings of listed companies exceeded 300 billion yuan, but the good sign is that the annual reduction of holdings is decreasing rapidly. In the first five months of this year, the scale of shareholding reduction has dropped significantly to around 40 billion yuan, and it is expected that the annual scale will not exceed 100 billion yuan, hitting a new low in recent years.

　　 // Reduction of new rules is beneficial to A-share market //

　　 Yang Delong, chief economist of Qianhai Kaiyuan Fund, believes that the new rules regulate the reduction of large shareholders from many aspects, fully protect the interests of small and medium-sized investors, and help boost investors' confidence. By regulating the reduction of large shareholders' holdings, the institutional loopholes in the market are also blocked, which can better restrict the behavior of large shareholders, reduce capital outflows, and promote the high-quality development of China's capital market. At present, China's capital market is gradually off the bottom, but market confidence still needs to be gradually restored, Regulating the reduction of large shareholders is an important aspect of boosting investor confidence, and also an institutional guarantee to push the A-share market out of the slow and long bull market.

　　 Tian Lihui, president of the Financial Development Research Institute of Nankai University, said that the issuance of the two rules, namely, the Measures for the Administration of Shareholding Reduction and the Rules for the Change of Shareholdings of Directors, Supervisors and Senior Management, was an important measure for capital market supervision, It can further regulate the shareholding reduction of shareholders, directors, supervisors and senior executives of listed companies, and maintain the fairness, impartiality and stability of the market. The two rules restrict the reduction of large shareholders' holdings under specific circumstances, strengthen the pre disclosure before the reduction of block transactions, and propose preventive measures for detour reduction, which helps prevent large shareholders from taking advantage of information to make improper reduction and damage the interests of small and medium-sized investors.

In addition, the rules clearly regulate the share reduction of major shareholders and directors, supervisors and senior executives, and improve market transparency, which is an important measure to combat market manipulation and insider trading. At the same time, the specific punishment measures and circumstances for illegal share reduction were also clarified this time, which improved the enforceability of the rules and could deter potential violations.

　　 // Foreign capital flows into the Chinese market //

　　 Recently, many foreign institutions have adjusted their positive views on the A-share market, Goldman Sachs raised the target point of CSI 300 from 3900 to 4100, Compared with the current point, there is about 15% room for growth, which is the target point at the end of this year.

　　 Coincidentally, JPMorgan Chase also maintains an optimistic outlook on the A-share market. Liu Mingdi, chief Asia and China stock strategist of JPMorgan Chase, said that since February this year, a series of new measures taken by the regulatory authorities have stabilized the confidence of domestic and foreign investors, including In order to relieve the pressure on leveraged funds, the State Council issued the third "National Ninth Article", which proposed to strictly control the access to issuance and listing, increase delisting efforts, and strengthen the supervision of cash dividends, all of which stimulated the upward trend of the A-share market.

　　 With the sound of "optimistic", foreign investors are also voting with real gold and silver. Wind data display, Since 2024, the accumulated net inflow of northbound funds has reached 88.684 billion yuan, significantly exceeding the net inflow of 43.704 billion yuan of northbound funds in 2023. In addition, recent repurchase announcements of several listed companies show that compared with the end of the first quarter, foreign institutions such as JPMorgan Chase and Merrill Lynch International have increased their positions in A-share listed companies.