Frontier of Financial Trust Business
(No. 3, 2020, No. 114 in total)
Shanghai Bar Association
Trust Business Research Committee
Chief Editor: Li Xianming
Editor in charge: Li Xianming and Hu Xinyu
March 2020 Financial Trust Business Frontier 2020 Issue 3, Total Issue 114
1. The latest regulations express
Decision on Amending the "Implementation Rules for the Non-public Issuance of Shares by Listed Companies"
China Securities Regulatory Commission Announcement (2020) No. 11
The "Decision on Amending the Detailed Rules for the Implementation of the Non-public Issuance of Shares by Listed Companies" is hereby promulgated , which shall come into force on the date of promulgation.
China Securities Regulatory Commission
February 14, 2020
Decision on Amending the "Implementation Rules for the Non-public Issuance of Shares by Listed Companies"
First, the first amended as follows: "In order to regulate the non-public offering of shares of listed companies act in accordance with" the public listing of the Division Issuance of Securities "" GEM listed company securities issuance Interim Measures "(hereinafter referred to as" tube management approach ") of For relevant regulations, these rules are formulated."
Second, to amend Article VII: "" management approach "alleged" pricing benchmark "refers to the issue price calculation base date pricing benchmark based non-public offering of shares issued on the first day of the listed company shall not.. Low Issue shares at the price of the reserve price.
"Listed company board resolution in advance to determine the full release objects, and belong to one of the following circumstances, given the price reference date may be on the non-public offering of shares of the board of directors announcement, the shareholders' meeting publicly announce the date or the date of issue the first day of subscription The shares of the company shall not be transferred within 18 months from the end of the issuance:
"(1) The controlling shareholder, actual controller or related party controlled by the listed company;
"(2) Investors who have obtained actual control of the listed company by subscribing to the shares issued this time;
"(3) Domestic and overseas strategic investors that the board of directors intends to introduce.
"20 days before the pricing benchmark stock price is calculated as follows: before 1 pricing benchmark ten trading days average trading price = total 20 trading days before the pricing benchmark stock trading / pricing benchmark before the twenty trading The total daily stock trading volume."
Third, Article 8 is amended as follows: "Release objects belonging to the situation outside of the second paragraph of Article 7 of these Regulations, the listed company shall obtain the approval issued after approval to competitive bidding to determine the issue price in accordance with the provisions of these Rules grid and distribution Objects. The shares subscribed by the issuing objects shall not be transferred within six months from the date of the end of the issuance. “If the board of directors decides part of the issuance objects, the part of the issuance objects shall not participate in the bidding, but shall accept the bidding results; and it shall be clear if the bidding is not passed. the case of the way the issue price of produce, whether following the continued participation of the subscription, and the subscription price determined number of principles. ”Frontiers of Financial Trust Business Issue 3, 2020, Issue 114
4. Article 9 is amended to read: "The "Administrative Measures" mentioned that "the target of issuance does not exceed thirty-five" refers to the legal person, natural person or other legal investment organization that has subscribed for and obtained the non-public issuance of shares not exceeding thirty. Five.
"Securities investment fund management companies, securities companies, qualified foreign institutional investors in RMB qualified border foreign institutional investors to subscribe for its more than two product management, and as a release object.
"Trust companies can only subscribe with their own funds as the target of issuance."
5. Article 10 is deleted.
6. Article 12 is changed to Article 11, and amended to read: "If the board of directors decides on the specific issuance target, the listed company shall sign a conditionally effective share subscription contract with the corresponding issuance target on the day or the day before the board meeting .
"Subscription contract in the preceding paragraph shall specify the issue number of shares to be subscribed objects or number of intervals, the subscription price or pricing principle, limited sales period, and agreed this issue is a listing of the Board of Directors, the shareholders' meeting approved by the China Securities Regulatory Commission and quasi Will be approved, and the contract shall take effect."
VII, Article 13 is changed to Article XII, amended as: "to make a non-public offering of shares of a listed company board of directors vote resolutions should meet the following requirements:
"(A) shall determine the pricing benchmark this issue in accordance with the provisions of these rules, and drew the shareholders' approval.
"(2) Where the board of directors resolves to determine the specific issuance target, the resolution of the board of directors shall determine the specific name of the issuance target and its subscription price or pricing principle, the number of subscriptions or the quantity range, and the restriction period; the conditional shares signed by the issue target and the company shall become effective The subscription contract shall be approved by the board of directors.
"(3) If the resolution of the board of directors does not determine the specific issuance target, the resolution of the board of directors shall specify the scope and qualifications of the issuance target , pricing principle, and sale restriction period.
"Unspecified number (four) of non-public offering of shares, the board of directors shall specify the number of zones between (including upper and lower limits). It should also be clear resolutions of the Board, shares of listed companies in Japan resolutions of the Board of Directors to issue between the ex-dividend date, In case of ex-dividend, whether the issuance quantity and the reserve price are adjusted accordingly
"(5) The resolution of the board of directors shall specify the upper limit of the amount of funds raised this time, the total amount of funds to be invested in the project, the amount of funds invested this time, and the financing channels for the remaining funds. The funds raised are used to supplement working capital or repay bank loans. specific supplement working capital or to repay bank loans shall be stated amount; raise funds for the acquisition of assets, the counterparty should be clear, the underlying asset, pricing principles and other things . item "financial trust business frontier in 2020 of 3, total 114 period
Chapter IV Approval and Issuance
Article XVII after shareholders approved the issuance of listed companies may submit to the China Securities Regulatory Commission issued line application documents. Frontiers of Financial Trust Business Issue 3, 2020, Issue 114
The application documents shall be prepared in accordance with the relevant provisions of the "List of Application Documents for Non-public Issuance of Stocks by Listed Companies" in Annex 1 of these Rules .
Article XVIII sponsor and issuer counsel should perform their duties with due diligence, of the non-public performance of duties of due diligence compliance Development Bank stocks application carefully. The issuance sponsorship letter issued by the sponsor and the legal opinion issued by the issuer’s lawyer shall issue clear and conclusive opinions item by item in accordance with the provisions of the China Securities Regulatory Commission , and shall specify the verification process and factual basis for each conclusion.
Article XIX China Securities Regulatory Commission in accordance with the procedure laid down "management approach" review of non-public offering of shares ticket application. Listed company received China Securities Regulatory Commission issued the Audit Committee on this issue were approved, or the result has not been adopted, it shall make an announcement on the next trading day, and explained in the announcement, the company received to be made by CSRC After the decision of approval or disapproval, it will be announced separately.
Diershitiao listed companies to obtain approval approval shall, within the validity period of the approval, in accordance with the "card offering relevant provisions of the bond issuance and underwriting management approach" (CSRC Decree No. 144). Listed companies receive announcement made the decision after approval by China Securities Regulatory Commission, the issuer shall announce the sponsor and publicly listed companies and sponsors designated to handle the person in charge of this issue and its effective connections of the formula.
Listed companies, sponsors of non-public offering of stocks or provide investment value to No specific object of the study, shall not be used in any public way, and not before the board of directors of listed companies on the development of non-public announcement of the date of the resolution line stock.
Twenty determine a board resolution issued specific object, a listed company to obtain approval granted later, we shall issue shares in accordance with Article VII of the agreed rules and the provisions of Article VIII and subscription contracts.
Article 22 The Board of Directors resolution is not determined the specific issue objects, made in China Securities Regulatory Commission after approval approval, selected by listed companies and sponsors over the life time of approval of the issuance; from the date of issue in the day before the start of the sponsor The person shall provide a subscription invitation letter to specific objects that meet the conditions.
Article 23 subscription invitation send a list of objects shall be established by the listed companies and sponsors set.
Italy has submitted the subscription after the subscription list of objects in addition to sending invitations should contain bulletin board resolution to book investors outside the 20 shareholders before the company, should also includes "securities issuance and underwriting management office following consultation provisions of law" conditions Price target:
(1) No less than 20 securities investment fund management companies;
(2) No less than ten securities companies; Frontiers of Financial Trust Business 2020 Issue 3, Total Issue 114
(3) No less than five insurance institutional investors.
Article 24 shall be in accordance with the invitation to subscribe for a fair and transparent principles, agreed in advance to select hair line objects, to determine the subscription price, distribution and other operational rules number of Subscription. The invitation to subscribe for and purchase offer sheet made reference to the model in Annex 2 of the Rules, send a public listed stamped Division, signed by the sponsor representatives.
attachment1:
List of application documents for non-public issuance of shares by listed companies
Chapter One Issuer’s Application Report and Related Documents
1-1 Issuer application report
1-2 Resolutions of the Board of Directors and General Meeting of Shareholders
1-3 The non-public stock offering plan
1-4 Other relevant information disclosure documents announced
Chapter 2 Documents issued by sponsors and lawyers
2-1 Securities issuance sponsorship letter issued by the sponsor
2-2 Sponsor's due diligence report
2-3 Legal opinion issued by the issuer's lawyer
2-4 Issuer's lawyer work report
Chapter III Financial Information Related Documents
3-1 The issuer’s financial report and audit report for the most recent year and the most recent financial report
3-2 Comparative financial statements for the last three years (including consolidated statements and parent company statements)
3-3 The financial report and its audit report and asset appraisal report of the most recent year related to the acquisition of assets
3-4 Supplementary opinions of the issuer’s board of directors, accounting firms and certified public accountants on the non-standard unqualified audit report of the listed company for the most recent year and the first period
3-5 Special report of the accounting firm on the use of the previous raised funds. Financial Trust Business Frontiers, 2020 Issue 3, Total Issue 114
Chapter 4 Other Documents
4-1 Approval, approval or filing documents of relevant departments for investment projects with raised funds
4-2 Regulatory opinion issued by the competent authority of a specific industry
4-3 Approval documents of the relevant competent department of the State Council on the introduction of overseas strategic investors
4-4 Conditionally effective share subscription contract
4-5 Asset transfer contract with effective conditions
4-6 Explanation for the preparation of the letter of commitment by all the directors of the issuer on the authenticity, accuracy and completeness of the relevant application documents :
The previous application file directory is the minimum requirement for the issuance application documents, according to China Securities Regulatory Commission audit need to be, issuers and intermediaries may be required to replenish the material. If certain materials are not applicable to the issuer, it is not necessary to provide it, but a written explanation should be provided. When the sponsor submits the application documents, one original, three copies and electronic documents shall be submitted for the initial submission .
Annex 2:
The "Subscription Invitation" and "Subscription Quotation" template [*]The non-public issuance of shares of a company limited by shares subscription invitation has been approved by [*] Co., Ltd. (referred to as "the company" or "the company") [*] ] Extraordinary shares general meeting (the "shareholders' Meeting") approved, the investor intends to specific non-public offering (the " offering"). This issuance has been approved by the China Securities Regulatory Commission. A subscription invitation letter (referred to as the "invitation letter ") is issued , and your company/you are sincerely invited to participate in this issuance subscription. The following are the specific matters of this issuance subscription,
Please read carefully:
1. Subscription object and conditions
1. Subscription object
The subscription object for this issuance is [*].
2. Subscription quantity
The minimum effective subscription quantity for each specific investor shall not be less than [*] million shares, and the number exceeding [*] million shares must be an integral multiple of [*] million shares. The maximum number of subscriptions for each specific investor shall not exceed [*] million shares.
3. Subscription price
The price of this issuance is determined according to the procedures and rules stipulated in the third part of this invitation.
2. Subscription schedule
1. After receiving this invitation, if your company wants to subscribe, it should fax the attachment "Subscription Quotation" to our company (fax number ) before [*]year[*]month[*]day[*] : [*]). Frontiers of Financial Trust Business Issue 3, 2020, Issue 114
2. The Company received a "subscription quotation," according to the relevant provisions of China Securities Regulatory Commission and the first of this invitation to determine the price of the offering procedures and rules provided for in Part Three, the final allocation of shares issued and the number of target amount, and After confirming the above results, issue the "Payment Notice" to the final issuers as soon as possible.
3. Release the object receive "payment notice", should be within the prescribed time limit "payment notice" will recognize the purchase shall be remitted to the account designated by the Company (the specific account: [*]). If the subscription payment does not arrive on time, it shall be deemed to have given up the subscription.
3. Procedures and rules for determining the issue price, the target of issuance and the number of shares to be distributed
1. The price declared this time
The declared price should not be less than [*] yuan per share. (Subscribers can increase the amount of [*] yuan based on the price and the number of subscription shares
The declared price is determined in the form of integer multiples, and the price declared by each subscriber does not exceed three levels. )
2. Subscription confirmation procedures and rules
(The sponsor and the listed company should clearly inform the procedures and rules for confirming the final subscription price, the issuance target and the allocated amount. The procedures and rules should be fair and just, and comply with the relevant regulations of the China Securities Regulatory Commission)
Four, special tips
1. All subscribers who decide to participate in this subscription must sign and confirm and affix the official seal to the "Subscription Quotation" attached to this invitation , and put the "Subscription Quotation" on [*]year[*]month[*]day[ *] Fax to our company before the hour.
2. Any subscriber who is determined to be the final target of the issuance must remit the subscription money in full to the account designated by the company at the time specified in the "Payment Notice" . In order to ensure that the subscription money can reach the designated bank account in full within the specified time , please prepare the remittance as soon as possible after receiving the fax of this invitation.
3. The invitation to the appended "purchase quotations" unconditional confirmation, once people accept the declaration that the law legal effects.
4. The issuance of this invitation, the receipt of the "Subscription Quotation", the issuance of the "Payment Notice", the issuance price, the issuance target and the confirmation of the number of allocated shares and other subscription matters are legally witnessed by the [*] law firm . If the "Subscription Quotation" is signed by an authorized representative, a power of attorney signed by the legal representative must be attached.
(Source: China Financial News, February 19, 2020)
