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After April this year,Videopoker247After soliciting opinions, this Friday (May 24), the CSRC formally issued the interim measures for the Administration of share reduction by shareholders of listed companies (hereinafter referred to as the measures for the Administration of share reduction), and the rules for the Management of shares and their changes held by Directors, Supervisors and Senior managers of listed companies (hereinafter referred to as the rules for the change of shareholdings). The two rules shall enter into force as of the date of promulgation.
The above "management measures for shareholding reduction" and "shareholding change rules" have been called by many people in the industry as "the strictest new rules for shareholding reduction in history". Compared with the previous reduction rules, the new rules increase the pre-disclosure obligations of major shareholders before they are reduced through bulk transactions, and make it clear that the secondary market reduction of controlling shareholders and actual controllers is linked to the stock price performance and dividend situation of listed companies; comprehensively block all kinds of bypass reduction channels such as technical divorce reduction, financial reduction and so on. For the illegal reduction of shares by major shareholders, they may be ordered to buy back the shares of illegal reduction and hand over the price difference to the listed company.
For the above new rules, some brokerage analysts believe that the new rules are issued in the form of regulations for the first time, and the legal rank has been significantly raised. In addition, the formal draft of the new rules will block the arbitrage space through more detailed and stringent regulatory measures, which will help to build a healthy ecology of the A-share market.
The measures for the Administration of Stock reduction have been upgraded and released.
On Friday, the Securities Regulatory Commission issued the "Management measures for shareholding reduction" and "rules for changing shareholdings". In this regard, the CSRC said that the reduction system is an important basic system of the capital market. In order to implement the requirements of the recent relevant documents on comprehensively improving the rule system of shareholding reduction, strictly standardizing the shareholding reduction of major shareholders, especially the controlling shareholders, and actual controllers, and resolutely preventing all kinds of detour reduction, the CSRC drafted the measures for the Management of shareholding reduction on the basis of several provisions on share reduction by shareholders and Supervisors of listed companies (hereinafter referred to as the "shareholding reduction regulations"), and revised the "rules for share holding changes" at the same time.
There are 31 administrative measures for stock reduction, which generally maintain the basic framework and core content of the provisions on share reduction, upgrade the original normative documents to regulations, and improve the relevant contents in view of the outstanding problems reflected by the market.
The first is to strictly regulate the reduction of major shareholders. Make it clear that the controlling shareholder and the actual controller shall not reduce their holdings through centralized bidding trading or bulk trading under the circumstances of breaking, net breaking, substandard dividends, etc., and increase the pre-disclosure obligations of major shareholders before they are reduced through bulk transactions; the concerted actors of major shareholders are required to abide by the restrictions on shareholding reduction together with major shareholders.
The second is to effectively prevent detour reduction. The transferee of the agreement is required to lock up for six months; it is clear that after the shares are divided due to divorce, dissolution, division, etc., all parties continue to abide by the restrictions on share reduction; it is clear that judicial enforcement and default disposal of pledged margin trading shall apply the relevant reduction requirements according to the different ways of reduction; major shareholders are prohibited from selling securities or participating in derivatives trading with the company's shares as the subject matter. Refinancing and lending of restricted shares and short selling of restricted shares by shareholders are prohibited.
The third is to refine the provisions of liability for violations. It is clear that for illegal reduction, measures can be taken to order repurchase and hand over the price difference to the listed company, and enumerate the specific circumstances that should be punished. In addition, the obligations of listed companies and secretaries of the board of directors have been strengthened.
In addition, the "measures for the Management of shareholding reduction" also makes it clear that controlling shareholders and actual controllers are not allowed to reduce their holdings in listed companies and in cases of their own violations, and general major shareholders are not allowed to reduce their holdings in cases of violations of laws and regulations.
Generally speaking, compared with the previous reduction rules, the new rules increase the pre-disclosure obligations of major shareholders before they are reduced through bulk transactions, and make it clear that the secondary market reduction of controlling shareholders and real controllers is linked to the stock price performance and dividend situation of listed companies. major shareholders are required not to reduce their holdings under major illegal circumstances, and the concerted actors of major shareholders are treated as major shareholders. At the same time, all kinds of detour reduction channels such as technical divorce reduction and financing reduction should be completely blocked; for acts such as illegal reduction and bypass reduction of major shareholders, the parties may be ordered to buy back the illegally reduced shares within a certain period of time, and hand over the price difference to the listed company.
Securities firmVideopoker247The legal rank of the new rules has been significantly improved
With regard to the focus of the above new regulations, Huatai Securities recently issued a research report pointing out that the landing of this reduction system is the further implementation of the relevant requirements of the new "National Nine articles", which has two major characteristics as a whole. First of all, the measures for the Administration of shareholding reduction generally maintain the basic framework and core contents of the provisions on the reduction of shares held by shareholders and Supervisors of listed companies, and on this basis, the original normative documents are upgraded to rules and regulations, and the legal rank is significantly enhanced. authority and binding force have been enhanced. Secondly, the reduction rule system is further improved, clear and hierarchical, the "shareholding change rules" is revised, and the exchange reduction guidelines and inquiry transfer guidelines are revised at the same time, which together constitute a complete institutional framework for shareholding reduction. In content, the rules highlight the concept of maintaining fairness and strict regulation, which helps to stabilize the trading expectations of all parties in the market.
It is worth noting that the new rules precisely block the arbitrage space of all kinds of detour reduction by major shareholders, and comprehensively regulate the new detour reduction means such as refinancing and lending, short selling, derivatives trading and so on.
According to the summary of Huatai Securities, the new rules specify that major shareholders are not allowed to sell the company's shares on securities, so as to ensure the fairness of transactions among medium and small investors, and that they are not allowed to carry out derivatives trading with the shares of the company as the subject matter of the contract. prevent borrowing derivatives to reduce their holdings in disguise If it is made clear that the shares are within the limited transfer period or that there is a situation in which the shares may not be reduced, the shareholders shall not carry out re-financing and lending or short selling, so as to prevent them from evading the holding time limit; before requiring shareholders to obtain shares with a limited transfer period, it is necessary to terminate the existing securities trading contracts and avoid circumventing the restrictions through advance layout. In this regard, Huatai Securities believes that the relevant rules help to strengthen market fairness, promote the investment function of the capital market to further play, and contribute to the cultivation and development of patient capital and long-term capital.
Guotai Junan pointed out in the latest research report that the official draft of the above-mentioned new regulations on reducing holdings has adopted more detailed and strict regulatory measures to block the arbitrage space for reducing holdings, maintain market trading order, and build a healthy ecology in the A-share market.
The scale of net reduction in industrial capital fell significantly year-on-year
In recent years, through the continuous regulation of reduction behavior, the scale of reduction of shareholders in listed companies has now reached a historical low.
According to statistics from Shen Wan Hongyuan, the net reduction of industrial capital this week was 200 million yuan, mainly reducing its holdings in industries such as utilities, real estate, and power equipment. The overall reduction scale was only higher than 15 percent in the past 70 weeks.videopoker247.7% of the time.
In fact, since the middle of last year, the scale of net capital reduction in the A-share industry has dropped significantly. From January to July last year, industrial capital reduction activities were relatively frequent. Based on the weekly net reduction scale, there were not a few net industrial capital reduction scale exceeding 10 billion yuan in a single week within the interval. However, since August last year, the scale of net industrial capital reduction has shrunk significantly. From January to February this year, there were many cases of weekly net increases in industrial capital holdings.
According to statistics from Shen Wanhongyuan, in the past four weeks, the net reduction of industrial capital in a single week has been 300 million yuan, 1.1 billion yuan, 900 million yuan, and 200 million yuan respectively, which have dropped significantly compared with the same period last year.
According to statistics from Ping An Securities, as of May 26 this year, the net reduction of major shareholders in 2024 will be approximately 6.8 billion yuan, while in 2022 and 2023 it will exceed 420 billion yuan and 330 billion yuan respectively, indicating that the policy effect is obvious.
Cover picture source: Vision China-VCG41184154345