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Collection: How to do the lock-up period and reduction of shares for 6 types of shareholders in listed companies|Summary of rules _ Securities Account

Release Time:2021-07-20 Topic:Stock purchase order Reading:10 Navigation:Stock Liao information > Technology > VCs > Collection: How to do the lock-up period and reduction of shares for 6 types of shareholders in listed companies|Summary of rules _ Securities Account phone-reading

Article 44 of the Securities Law stipulates that shareholders, directors, supervisors, and senior managers who hold more than 5% of the shares of a listed company shall purchase the company’s stocks or other equity securities After selling within 6 months, or buying again within 6 months after selling, the income from this shall belong to the company, and the company’s board of directors shall recover its income. However, the securities company holds more than 5% of the shares due to the purchase of the remaining stocks after the package sale, and other circumstances stipulated by the securities regulatory agency of the State Council are excluded.

The above are the universal rules of the "Company Law" and "Securities Law" on shareholder transfer restrictions. On this basis, the Securities Regulatory Commission issued the "Capital Holding of Directors, Supervisors and Senior Management of Listed Companies". The Rules for the Management of Company Shares and Changes, the Shanghai Stock Exchange’s Stock Listing Rules, the Shenzhen Stock Exchange’s Stock Listing Rules and other regulatory documents have further strengthened the application of the above rules.

In addition, since listing on the NEEQ is not a public offering of shares, shareholders of companies listed on the NEEQ are not subject to the aforementioned lock-up period.

2. Share calculation rules

The shares held by shareholders shall be calculated in accordance with the following rules:

a) Shareholding ratio of shareholders , The listed company’s RMB common stocks (A shares), RMB special stocks (B shares), and overseas listed stocks (including H shares, etc.) should be calculated in a consolidated manner, but preferred shares are not included. b) The number of shares reduced by shareholders and the percentage of shares reduced by shareholders, only the number of shares reduced by shareholders of A shares is calculated. c) If some shareholders open multiple securities accounts, the shareholding of each securities account shall be combined; if the shareholders open a customer credit securities account, the shareholding of the customer credit securities account and the ordinary securities account shall be combined. Where shareholders open multiple securities accounts and customer credit securities accounts, the amount of shares that can be reduced in each account shall be determined according to the proportion of the number of shares in each account. d) The shareholding ratios of major shareholders and those acting in concert should be calculated together. e) The share rights and interests enjoyed by employees in the employee stock ownership plan shall not be combined with the shares held by the employees themselves. However, if the employee and the employee stock ownership plan constitute a concerted person, their shareholding shall be combined.

3. Order of share reduction

If major shareholders and other specific shareholders hold shares from multiple sources, they will be considered as priority if they are within the specified reduction ratio Shares that are subject to the restrictions on the reduction of holdings shall be reduced; outside the scope of the prescribed reduction ratio, it shall be deemed as priority to reduce the holdings of the shares not subject to the restrictions of the reduction. However, if the shareholding is reduced by means of transfer by agreement, the shareholdings that are not subject to the restrictions on the reduction of holdings shall be given priority.

In addition, the reduction of its shares shall be in the following order: a) Pre-IPO shares held by the company; b) Non-public offering shares held by listed companies, of which priority is calculated Lifting of the shares with the earlier time limit; c) holdings of shares obtained through centralized auction trading on the stock exchange

It is important to emphasize that major shareholders reduce their holdings of listed companies that they bought through centralized auction trading on the stock exchange Shares, shareholders (non-major shareholders or those who do not hold senior positions as directors and supervisors) who reduce their holdings of shares acquired as a result of equity incentives, and shareholders who reduce their holdings of preferred shares are not subject to the restrictions of the reduction rules.

4. Share reduction rules

Shareholders holding more than 5% of the shares reduce their holdings of shares that are not acquired through centralized bidding, and hold If shareholders with less than 5% of the shares reduce their holdings of Pre-IPO shares or non-public offering of shares, the following reduction rules apply:

In addition to the above-mentioned traditional transfer methods, since its opening in July 2019, Shareholders of companies listed on the Science and Technology Innovation Board can also transfer their Pre-IPO shares through the following channels:

Finally, in After the shareholders’ lock-up period expires, if the company’s shareholders want to reduce their shareholding, they must follow the relevant procedures prescribed by the China Securities Regulatory Commission and the Shanghai and Shenzhen Stock Exchanges, and disclose the reduction plan in advance, the progress of the reduction in the event, and the results of the reduction after the event.

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Special rules for share reduction of specific shareholders

1. Controlling shareholders and actual controllers p>

The shares held by the relatives of the controlling shareholder and the actual controller of the company shall be locked in accordance with the shareholder or the actual controller himself.

If the issuer does not have or is difficult to identify the actual controller, it shall be sorted according to the shareholding ratio from high to low until the cumulative total number of shares is not less than 51% of the total number of shares before the issuance. The above shareholders shall also Compare with the shareholders or actual controllers themselves for lock-up.

Except for employee stock ownership plans, shareholders holding less than 5% of shares, non-largest shareholders and qualified venture capital fund shareholders [1].

(1) Lock-up period

Generally, the lock-up period of pre-IPO shares held directly or indirectly by the controlling shareholder and the actual controller is 36 Months, counted from the day when the issuer’s shares are listed. If the closing price of the company’s stock for 20 consecutive trading days is lower than the issue price within 6 months after listing, or the closing price at the end of the 6-month period after listing is lower than the issue price, the lock-up period for holding the company’s shares is automatically extended by at least 6 Months. During the 36-month lock-up period, the controlling shareholder and the actual controller may not transfer, entrust others to manage, or propose the issuer to repurchase shares.

However, if one of the following situations occurs, after the controlling shareholder and the actual controller apply, and the exchange agrees, the pre-IPO shares held by the controlling shareholder and the actual controller directly or indirectly hold a lock-up period of 12 Months:

a) Both parties to the transfer have an actual control relationship, or are controlled by the same controller; b) Because the listed company is in crisis or facing serious financial difficulties, the transferee’s proposed reorganization plan to save the company obtains the The company’s general meeting of shareholders approved and approved by relevant departments, and the transferee promised to continue to comply with the above commitments (this article only applies to companies listed on the Shenzhen Stock Exchange, excluding GEM); c) other circumstances identified by the exchange (this article only applies to Companies listed on the Shenzhen Stock Exchange).

(2) Shareholding reduction rules

When the controlling shareholder and actual controller of a listed company reduce their holdings, in addition to the aforementioned universal rules, Under the following two circumstances, the holdings shall not be reduced:

First, the holdings shall not be reduced from the date of the relevant decision until the company’s stocks are terminated or resumed from listing:

a) Listed companies are subject to administrative penalties by the China Securities Regulatory Commission for fraudulent offerings or violations of major information disclosure; b) Listed companies are transferred to the public security organs for suspected crimes of fraudulent issuance or suspected violations of disclosure or non-disclosure of important information; c ) Other major illegal delisting situations (this article only applies to companies listed on the Shanghai Stock Exchange).

In addition, if a listed company discloses that the company has no controlling shareholder or actual controller, its largest shareholder and the actual controller of the largest shareholder shall comply with the above regulations.

Second, the circumstances under which no reduction is allowed (including shareholders holding more than 5% of shares):

a) Listed companies or major shareholders[ 2] are suspected of securities For futures illegal crimes, during the period when the case was filed for investigation by the China Securities Regulatory Commission or the judicial organ, and less than 6 months after the administrative penalty decision or criminal judgment was issued; b) Major shareholders were subject to securities trading for violating the rules of the stock exchange The public condemnation is less than three months old; c) Other circumstances stipulated by laws, administrative regulations, departmental rules, regulatory documents and the business rules of the Shanghai and Shenzhen Stock Exchange.

(3) Special regulations on the SSE Science and Technology Innovation Board

For companies listed on the Science and Technology Innovation Board, their controlling shareholders and actual controllers must also follow special lock-ups Period and reduction rules, that is, if the company is not profitable when it goes public, before the company realizes profit, the pre-IPO shares held directly or indirectly by the controlling shareholder and the actual controller will be locked up for 3 full fiscal years from the issuer’s stock listing Calculated from the date.

In the 4th and 5th fiscal year from the date of listing of the company’s stocks, the number of pre-IPO shares to be reduced each year shall not exceed 2% of the company’s total shares; after the company has achieved profitability, it may be released from the current year’s annual report Reduce pre-IPO shares from the next day.

Finally, if one of the following situations occurs, the controlling shareholder and actual controller shall not reduce their holdings by non-public transfer:

a) Within 30 days before the announcement of the regular report of the Sci-tech Innovation Company ( If the announcement date of the periodic report is postponed due to special reasons, it shall be counted from 30 days before the original appointment announcement to the day before the actual announcement); b) Science and technology company’s performance forecast and performance report within 10 days before the announcement; c) As far as possible to the science and technology company The date when a major event that has a significant impact on the trading price of stocks occurs or in the decision-making process, and within 2 trading days after legal disclosure; d) Sci-tech companies are within the period of periodic report disclosure but have not yet disclosed the periodic report; e) China Other periods specified by the China Securities Regulatory Commission and the Shanghai Stock Exchange.

2. Directors, supervisors and senior managers

(1) Lock-up period

Company directors, supervisors and The lock-up period for the company's shares held by senior management personnel is within 1 year from the date of listing of the company's stock and within 6 months after leaving the company. If the closing price of the company’s stock for 20 consecutive trading days is lower than the issue price within 6 months after listing, or the closing price at the end of the 6-month period after listing is lower than the issue price, the lock-up period for holding the company’s shares is automatically extended by at least 6 Months (this extension does not include supervisors).

(2) Shareholding reduction rules

The company’s directors, supervisors, and senior management personnel shall take up their posts if they resign before the term of office expires. During the term of office determined at the time and within 6 months after the term of office expires, the number of shares transferred each year shall not exceed 25% of the total number of shares of the company held by him; if the shares held by him do not exceed 1,000 shares, there is no proportional restriction. However, if the following two situations occur, they are not allowed to reduce their shareholdings:

First, from the date when the relevant decision is made until the company’s stocks are terminated or resumed, they must not reduce their shareholdings:

a) Listed companies are subject to administrative penalties by the China Securities Regulatory Commission for fraudulent offerings or violations of major information disclosure; b) Listed companies are transferred in accordance with the law on suspicion of fraudulent offerings or on suspicion of illegal disclosure or non-disclosure of important information Public security organs; c) Other major illegal delisting situations (this article only applies to companies listed on the Shanghai Stock Exchange).

Second, the circumstances under which no reduction of holdings is allowed:

a) During the investigation by the China Securities Regulatory Commission or by the judicial authorities for suspected violations of securities and futures crimes , And less than 6 months after the administrative penalty decision or criminal judgment is made; b) The director, supervisor, and senior executive has been publicly condemned by the exchange for less than 3 months for violating the business rules of the stock exchange; c) laws, administrative regulations, Departmental rules, regulatory documents, and other circumstances stipulated by the firm’s business rules.

Finally, the company’s articles of association may also impose other restrictive provisions on the transfer of the company’s shares held by the company’s directors, supervisors, and senior executives, and the company’s directors, supervisors, and senior executives may reduce the amount within 2 years after the lock-up period expires. In case of holding shares, the price at which the shareholding is reduced shall not be lower than the issue price.

(3) Special regulations on the SSE Science and Technology Innovation Board

For companies listed on the Science and Technology Innovation Board, their directors, supervisors, and senior management also Special lock-up period and share reduction rules must be followed, that is, if the company is not profitable when it is listed, the company’s pre-IPO shares held by directors, supervisors and senior management will be locked up for 3 full fiscal years before the company realizes profit. Calculated from the date of stock listing. Those who resign during the aforementioned period shall continue to abide by these regulations.

After the company achieves profitability, the company’s directors, supervisors and senior management can reduce their holdings of pre-IPO shares from the day after the annual report of the year is disclosed.

Finally, if one of the following situations occurs, the controlling shareholder and actual controller shall not reduce their holdings by non-public transfer:

a) Within 30 days before the announcement of the regular report of the Sci-tech Innovation Company ( If the announcement date of the periodic report is postponed due to special reasons, it shall be counted from 30 days before the original appointment announcement to the day before the actual announcement); b) Science and technology company’s performance forecast and performance report within 10 days before the announcement; c) As far as possible to the science and technology company The date when a major event that has a significant impact on the trading price of stocks occurs or during the decision-making process, and within 2 trading days after the legal disclosure; d) Other periods specified by the China Securities Regulatory Commission and the Shanghai Stock Exchangebetween.

(4) Special Regulations on the Growth Enterprise Market of the Shenzhen Stock Exchange

For companies listed on the Growth Enterprise Market, their directors, supervisors and senior executives must also follow special lock-ups Term and reduction rules, that is, if the company has been listed for less than one year, the company’s directors, supervisors and senior managers will automatically lock 100% of the company’s shares.

If the company has been listed for more than one year, the company’s directors, supervisors and senior managers will automatically lock up 75% of the shares that are not subject to sales restrictions; newly added shares that are subject to sales restrictions will be counted as secondary The calculation base of the annual transferable shares.

The "base of transferable shares" here refers to the shares registered on the last trading day of the previous year. If the unlocked quota appears to be a decimal, round to the nearest whole number; if the balance of shares held is less than 1,000 shares, This year's transferable share quota is the number of shares held by the company.

(5) Special regulations for the SME board of the Shenzhen Stock Exchange

For companies listed on the SME board, its directors, supervisors and senior management personnel must also Follow the special lock-up period and shareholding reduction rules, that is, the company’s directors, supervisors and senior management personnel shall not exceed the total number of shares of the company held by them in the secondary market within 12 months after reporting their departure. 50%.

If the company has been listed for less than one year, the company’s directors, supervisors, and senior management will automatically lock 100% of the company’s shares.

If the company has been listed for more than one year, the company’s directors, supervisors and senior managers will automatically lock up 75% of the shares that are not subject to sales restrictions; newly added shares that are subject to sales restrictions will be counted as secondary The calculation base of the annual transferable shares.

The "base of transferable shares" here also refers to the shares registered on the last trading day of the previous year. If the unlocked quota appears to be a decimal, round to the nearest whole number; if the balance of shares held is less than 1,000 shares, the current year The transferable share quota is the number of shares held by the company.

3. Core technical personnel

In addition to the universal rules, the regulations on the disposal of core technical personnel’s shares are mainly reflected in the science and technology sector of the Shanghai Stock Exchange.

(1) Lock-up period

The lock-up period for the company’s pre-IPO shares held by the company’s core technical personnel is within 1 year from the date of the company’s stock listing and after resignation Within 6 months.

If the company is not profitable when it goes public, the lock-up period of the company’s pre-IPO shares held by the company’s core technical staff is 3 full fiscal years before the company realizes profitability, starting from the date of the company’s stock listing. Those who resign during the aforementioned period shall continue to abide by these regulations.

(2) Rules for reducing holdings

After the company achieves profitability, the company’s core technical personnel can reduce holdings from the day after the annual report of the year is disclosed. IPO shares.

Within 4 years from the expiration of the sales restriction period, the company’s core technical personnel shall not transfer more than 25% of the total pre-IPO shares of the company at the time of listing, and the reduction ratio can be used cumulatively . However, if the following circumstances occur, the company’s core technical personnel shall not reduce their holdings by non-public transfer:

a) Within 30 days before the announcement of the periodic report of the science and technology company (if the announcement date of the periodic report is postponed due to special reasons, the original appointment shall be made Counted from 30 days before the announcement day, to the day before the actual announcement); b) Within 10 days before the announcement of the performance forecast of the science and technology company and the performance bulletin; c) Since the occurrence of a major event that may have a greater impact on the trading price of the science and technology company’s stock Or during the decision-making process, and within 2 trading days after the disclosure according to law; d) Other periods specified by the China Securities Regulatory Commission and the Shanghai Stock Exchange.

4. New shareholders before and after declaration

New shareholders before and after declaration refer to shareholders who acquired the company’s shares through capital increase and share expansion within 6 months before the company’s listing declaration , And shareholders who have obtained the company’s shares through capital increase and equity transfer after the company’s listing declaration and before the IPO.

For shareholders who join within 6 months before the company’s listing declaration, the lock-up period of the company’s shares held by them is 3 years, starting from the day the company completes the business registration procedures for capital increase and share expansion ; If the shares acquired by it are transferred from the controlling shareholder or actual controller, the lock-up period of the company’s shares held by it shall be locked in accordance with the shares held by the controlling shareholder or actual controller.

For companies that join new shareholders through capital increase and equity transfer after the company’s listing declaration, the company shall in principle withdraw the application and re-declare, but if the following conditions are met, The company does not need to re-declare, but the lock-up period for the shares held by the new shareholders is 3 years, starting from the date of the company’s listing:

a) The equity change did not cause the actual controller to change, and the issuer’s equity structure was not affected. Stability and sustained profitability are adversely affected; b) New shareholders are generated due to inheritance, divorce, enforcement of court judgments or arbitrations, implementation of national laws and policies, or led by the people's government at the provincial level or above; c) New shareholders promise their holdings Shares shall not be transferred or traded within 36 months after listing (except for inheritance and divorce)

5. Venture capital fund shareholders

Venture capital funds refer to A venture capital fund registered with the China Securities Investment Fund Association.

(1) Lock-up period

The company’s shares held by venture capital fund shareholders follow the conventional 1-year lock-up period; however, if the IPO issuer has no actual controller, If the shares held by them are in the top 51% of the total shares and do not meet the exemption treatment, the lock-up period of 36 months shall be followed.

(2) Shareholding reduction rules

The shareholders of venture capital funds are listed in eligible companies[3], or invested in early-stage enterprises, small and medium-sized enterprises. Enterprises or high-tech enterprises that reduce their holdings of the issuer’s pre-IPO shares after listing on the Shenzhen Stock Exchange shall follow the following reduction rules:

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6. Foreign investors

If a foreign investor makes a strategic investment to obtain A shares of a listed company, the share lock-up period is 3 years. However, when investors make strategic investments, they should meet the following requirements:

a) Obtain A shares of listed companies by means of transfer by agreement, directional issuance of new shares by listed companies, and other methods required by national laws and regulations; b) Investment can be made in installments, The proportion of shares acquired after the completion of the initial investment is not less than 10% of the company’s issued shares, unless there are special regulations for special industries or approved by relevant competent authorities; c) A shares of listed companies acquired shall not be transferred within 3 years; d ) For industries where the foreign investment shareholding ratio is clearly stipulated by laws and regulations, the investor's shareholding ratio in the above-mentioned industries shall comply with relevant regulations; it is an area where foreign investment is prohibited by laws and regulations, and investors are not allowed to invest in listed companies in the above-mentioned areas; e ) Involving state-owned shareholders of listed companies, they shall comply with the relevant regulations on state-owned assets management.

In addition, the above-mentioned foreign investors should also meet the following requirements:

a) A foreign legal person or other organization established and operated in accordance with the law, with stable finances, good credit standing, and mature management experience; b) Overseas The total actual assets are not less than 100 million US dollars or the total overseas actual assets under management is not less than 500 million US dollars; or the total overseas actual assets of its parent company is not less than 100 million US dollars or the total overseas actual assets under management is not low Less than 500 million US dollars; c) There is a sound governance structure, a good internal control system, and a standardized business behavior; d) No major punishment by domestic and foreign regulatory agencies (including its parent company) in the past three years.

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Finally

Through combing, we can see that the company chooses different listing sectors, the proportion of shares held by shareholders is different, the identity of shareholders is different, and the shareholders hold positions in the company. Different positions will affect the applicable rules for the lock-up period and share reduction. At the same time, in practice, there are also shareholders of listed companies convicted of illegally reducing their holdings, and even causing the company's stock price to plummet, triggering a chain reaction. Therefore, it is very necessary for the shareholders of listed companies and their managers to understand the corresponding legal regulations.

However, since such transactions are not isolated and static, it is still necessary to make careful decisions based on the actual situation of the company, reduce holdings in compliance with regulations, and fully disclose in practical operations, so as to realize the interests of listed companies, shareholders and investors Balance.

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[1] "Venture investment fund shareholders who meet certain conditions" refer to venture capital funds that meet all of the following conditions: 1) When the venture capital fund invests in the IPO enterprise for the first time, the IPO enterprise has been established for less than 60 months; 2) When the venture capital fund invests in the IPO enterprise for the first time, the IPO enterprise also meets the following conditions: The labor and social security department at or above the county level where the enterprise is located Or approved by the social insurance fund management unit, the number of employees does not exceed 500; according to the annual consolidated financial statements audited by the accounting firm, the annual sales do not exceed 200 million yuan, and the total assets do not exceed 200 million yuan; 3) As of the initial issuance of the enterprise issuance application Material receiving day, start a businessThe investment fund has invested in the enterprise for 36 months; 4) According to the "Interim Measures for the Supervision and Management of Private Equity Investment Funds", it has been filed as a "venture investment fund" with the Securities Investment Fund Association of China; 5) The fund manager of the venture capital fund It has been registered with the China Securities Investment Fund Industry Association, standardized its operations and became a member of the China Securities Investment Fund Industry Association. According to Article 2 of the "Questions and Answers on Issuance Supervision—Regarding the Lock-up Period Arrangement for Venture Capital Fund Shareholders in First-issuance Enterprises," the certification procedures for venture capital funds that meet certain conditions are: the venture capital fund shareholders submit a written application to the sponsor, and the sponsor After checking with the issuer’s lawyer and deeming that it meets the relevant certification standards, the sponsor shall submit a written application to the issuance review department of the CSRC after receiving feedback on the relevant initial project. The issuance review department of the CSRC shall consult relevant functional departments of the CSRC when determining Views. [2] Major shareholders refer to shareholders who hold more than 5% of the shares of a listed company. [3] "Eligible enterprise" refers to: ①The company was established for less than 60 months when the investment was first accepted; or ②The number of employees in the enterprise did not exceed 500 when the investment was first accepted, according to the annual consolidated financial statements audited by the accounting firm , With annual sales of no more than 200 million yuan and total assets of no more than 200 million yuan; or ③As of the date of acceptance of issuance application materials, the enterprise has obtained high-tech enterprises in accordance with the "Administrative Measures for the Recognition of High-tech Enterprises" (Guoke Fahuo [2016] No. 32) Technology Enterprise Certificate.

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