On October 8, the Beijing Stock Exchange announced that in order to resolutely implement the requirements of the “Opinions on High-Quality Construction of the Beijing Stock Exchange” (hereinafter referred to as the “Opinions”), under the overall guidance of the China Securities Regulatory Commission, after soliciting opinions from all parties in the market , Beijing Stock Exchange revised the “Beijing Stock Exchange Guidelines for the Continuous Supervision of Listed Companies No. 7 – Transfer of Boards” (hereinafter referred to as the “Guidelines for Transfer of Boards”), which are now released for implementation.
The Beijing Stock Exchange stated that the transfer mechanism involves the coordinated development of multi-level capital markets and is related to the vital interests of investors. Therefore, this revision of the “Guidelines for Board Transfer” attaches great importance to the protection of investors’ rights and interests, and strives to form an orderly, standardized and normalized transfer arrangement. Let’s look at the specific points:
Point 1: Guide listed companies to start steadily
The “Transfer Guidelines” stipulate that listed companies that are willing to transfer should start from the perspective of achieving long-term healthy development and effectively returning investors, carefully evaluate whether they meet the conditions for transfer, and select a sponsor with good professional quality to start a steady process. , Promote the board transfer work.
Article 3 points out that when listed companies plan to transfer matters related to board transfer, they should do a good job in confidentiality and control the scope of insiders. Controlling shareholders, actual controllers, directors, supervisors, senior managers and other insiders of insider information of listed companies are not allowed to buy or sell company securities, leak inside information, or recommend others to buy or sell company securities before relevant information is disclosed.
Article 5 requires that when a listed company selects a sponsor, it shall comprehensively consider factors such as the sponsor’s experience in the initial public offering and listing business of the sector it intends to transfer to, as well as its professional quality, and fully understand the sponsor’s competency.
Point 2: Consolidate the “gatekeeper” responsibilities of intermediaries
The “Guidelines for Transfer of Boards” specifically require that the sponsor should be diligent and responsible, fully understand the company’s situation, and on this basis sign a sponsorship agreement with the company and report it in a timely manner to help the company make solid preparations for the transfer of shares and achieve a stable start and stable transfer of shares. Advance.
Article 5 not only sets out requirements for listed companies to select sponsors, but also sets out requirements for sponsors to undertake business. It is pointed out that “sponsor institutions should effectively perform their sponsorship responsibilities, comply with the requirements of laws, regulations and industry self-discipline standards, strictly implement internal control systems, fully understand the company’s operating conditions and risks, and make independent professional judgments on whether the company meets the conditions for transfer, and use this as a basis. Sign a transfer sponsorship agreement with a listed company.”
Point 3: Further streamline the transfer procedures
After the sponsor submits the filing documents, the Beijing Stock Exchange will conduct a completeness check in accordance with regulations, carry out stock transaction verification, and communicate and coordinate with the Shanghai and Shenzhen Stock Exchanges on the important regulatory matters involved. After the relevant work is completed, the company can convene a board of directors and shareholders meeting to review the board transfer matter. This procedural arrangement lays a solid foundation for preparation before starting the board transfer process and helps ensure that the company promotes the board transfer work more smoothly and efficiently.
Article 6 of the “Guidelines for Transfer of Boards” clarifies the reporting materials that sponsor institutions should provide to the Beijing Stock Exchange:
(1) Transfer sponsorship agreement;
(2) A special explanation from the sponsor, including the due diligence investigation status of the listed company that meets the conditions for the proposed sector;
(3) Self-examination report on stock trading, including the listed company and its controlling shareholders, actual controllers, directors, supervisors, senior managers, sponsors and other entities who are aware of the transfer information, as well as the immediate family members of the aforementioned persons in planning the transfer. The trading situation of the listed company’s stocks from the date of the listing matter to the date of signing the transfer sponsorship agreement;
(4) Other documents required by the Exchange.
Point 4: Strengthen supervision of “key minorities”
The “Guidelines for Board Transfer” require controlling shareholders, actual controllers, directors, supervisors and senior management to promise that the company will “not reduce their holdings” during the transfer period, and prevent relevant entities from using “deceptive” transfers to make profits and harm the rights and interests of investors. At the same time, we will strengthen the supervision of abnormal transactions and severely crack down on illegal activities such as insider trading and market manipulation.
Article 11 stipulates that a listed company shall, within ten trading days from the date of review and approval of the disclosure of the board of directors’ resolution on matters related to the intended application for transfer of shares, submit the insider reporting documents through the insider reporting system.
Article 12 stipulates that after the listed company reports relevant documents, the North Exchange will initiate the secondary market stock transaction verification process and continue to supervise the stock transactions at each subsequent stage. The Beijing Stock Exchange can require listed companies and sponsors to submit stock trading descriptions and express clear opinions on whether insider trading is suspected and whether it will affect this transfer. If the verification results show that there are obvious abnormalities in the stock trading of a listed company and the listed company and the sponsor are notified of the verification conclusion, the listed company should in principle suspend the transfer of shares, but there is evidence that the relevant abnormal transactions will not affect the transfer of shares. Except.
In addition, the Beijing Stock Exchange specifically emphasized that if the transfer is suspected of illegal activities such as insider trading and is investigated by the China Securities Regulatory Commission or the judicial authorities, the listed company should suspend the promotion of the transfer and shall not submit the transfer matter to the board of directors. or the shareholders’ meeting for review.
The Beijing Stock Exchange also pointed out that it has worked with the Shanghai and Shenzhen Stock Exchanges to improve the transfer supervision and coordination mechanism to promptly and properly resolve new situations and new problems encountered by market parties during the transfer process. Relevant collaborative arrangements focus on market demand and will further smoothen the board transfer mechanism, realize forward-moving services, and promote the improvement of the quality of board transfer work. This optimization of the transfer mechanism will not only help strengthen the interconnection of multi-level capital markets, but also provide multiple paths for the development and growth of companies listed on the Beijing Stock Exchange. After the “Transfer Guidelines” are released, listed companies that are willing to transfer can carry out transfer-related work such as selecting and hiring sponsor institutions in accordance with the regulations.
In the next step, the Beijing Exchange will continue to adhere to the principles of marketization and rule of law, strengthen the protection of investors’ rights and interests, effectively maintain the smooth operation of the market, promote the long-term positive role of the transfer mechanism, and further unite the capital market to serve the real economy and support scientific and technological innovation. .
(Source of article: Daily Economic News)
Article source: Daily Economic News
Original title: Beijing Stock Exchange revised the transfer guidelines: Strictly crack down on the use of transfer insider trading, market manipulation and other illegal activities
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2023-10-08 13:30:06
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