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The Shenzhen Stock Exchange's main board and small and medium-sized board standardized operation guidelines are combined into one _ regulations

Release Time:2021-07-21 Topic:The main principles and rules of securities trading Reading:9 Navigation:Stock Liao information > Comprehensive > The Shenzhen Stock Exchange's main board and small and medium-sized board standardized operation guidelines are combined into one _ regulations phone-reading

Second, the main points of the revised content analysis

Based on the current Shenzhen Stock Exchange’s main board and the small and medium-sized board standard operation guidelines are not exactly the same content, this revision of the Shenzhen Stock Exchange The impacts of listed companies on the Main Board and SME Board are also different. Xin Gongjun sorted out the impact of this revision on the main board and small and medium-sized listed companies, and helped the friends of the Dong Office to quickly review the main points of the revision.

(1) Impact on the main board and small and medium-sized listed companies

1. Cancel the two meetings Qualification Verification of Supervisory Senior Candidates

The draft for comments deletes the requirement that the board of directors and the board of supervisors should verify the qualifications of directors, supervisors, and senior candidates. People exercise self-discipline and public supervision through written commitments.

2. Delete the requirement that the secretary of the board of directors be held concurrently by Dong Gao

Delete the draft for comments The requirement that the board secretary (encourage/should) be held by a listed company’s director, deputy general manager, person in charge of finance, or other senior management personnel specified in the company’s articles of association has been implemented.

3. Strengthen the reporting obligations and appointment management of directors, supervisors and senior managers

The draft for comments adds to the directors, supervisors, and senior directors the new obligation to report to the Exchange and take measures when they discover violations of laws and regulations by shareholders, actual controllers, or other behaviors that harm the interests of the company; new disclosure of the untrustworthiness of directors, supervisors and senior candidates Claim.

4. Narrow the scope of disclosure of information on share changes

The consultation draft no longer requires the close relatives of directors, supervisors, senior executives, securities representatives and their close relatives to disclose information on share changes.

5. Strengthen the independence requirements for controlling shareholders and related parties of actual controllers p>

In the draft for comments, there are new regulations that require controlling shareholders and related parties of actual controllers not to affect the company's financial independence, asset integrity and institutional independence in any way, and not to occupy company funds. The party implements illegal activities such as capital occupation to provide a supervisory start.

6. Delete the requirement that the shares obtained from the allotment have the same restriction period as the original restricted stocks

In the consultation draft, the lock-up arrangement for shares acquired by shareholders of restricted shares due to allotment will no longer be implemented.

7. Relax the restriction period for large shareholders to increase their shareholding by crawling

The basis for the draft for comments The China Securities Regulatory Commission’s "Notice on Matters Concerning the Increase in Shareholding of Major Shareholders, Directors, Supervisors, and Senior Management of Listed Companies" of the Company, abolished that shareholders holding 30% or more of the shares must be "one year after the occurrence of the above-mentioned facts" "Further restrictions on crawling holdings will be implemented.

8. Strengthen the duties and obligations of independent financial advisors

The current normative operation guidelines stipulate the responsibilities of sponsors in terms of fundraising management and the removal of restricted shares. The draft for comments adds the duties and obligations of independent financial consultants in related matters, and urges intermediaries to give full play to "The role of gatekeeper.

9. Revise the relevant regulations on performance forecasts and performance reports

The draft for comments clarifies that listed companies are not generally required to disclose performance reports, and clarifies the standard for major differences in the performance reports of main board listed companies (20%). For the new cases of main board and small and medium-sized listed companies that should be revised in performance forecasts, for small and medium-sized board listings The company has added new situations where performance forecasts should be made.

10. Unify the review standards for securities investment and derivative transactions

The review criteria for securities investment and derivatives transactions in the consultation draft are basically the same as the listing rules, and it is clear that hedging business only needs to be submitted to the board of directors, and derivatives related transactions need to be submitted to shareholders Conference.

11. A new section "Providing Guarantee" is added to specifically regulate guarantee matters

Regarding external guarantees, the "Listing Rules", "Guidelines" and memorandums have provisions, but it is not easy for listed companies to understand and comply. The "Providing Guarantees" section has been added to the draft for comments. Relevant regulatory requirements are unified. The main changes are as follows:

(1) It is clear that the related guarantee, Regulatory requirements such as external guarantees of holding subsidiaries;

(2) SME boards newly added to holding subsidiaries or joint ventures , When the associated company provides guarantees, it can carry out the provisions of quota estimation; it is no longer mandatory to require other affiliated shareholders of the guaranteed object to provide equal guarantees in proportion, and at the same time strengthen disclosure.

12. Reduce the restrictive requirements during the replenishment period of raised funds

Provisions on not making high-risk investments or providing financial assistance to others within 12 months after the permanent replenishment of funds.

13. Newly-added raised funds are used for changes Exceptional circumstances

It is clearly stated in the draft for comments that the implementation entity's change between the listed company and its wholly-owned subsidiary is not a change in the use of raised funds.

14. Simplify the procedures for the use of surplus raised funds

The draft for comment no longer distinguishes individual projects or all projects The savings and whether it is used for other fund-raising projects, but according to the amount and proportion of the size of the application of different review procedures.

15. Consolidate the institutional basis for commitment management

The draft for comment no longer includes commitments Limited to the commitments made to regulators, listed companies or other shareholders, and include commitments to other objects such as listed companies’ shareholding companies into the scope of supervision; no longer limit the commitment to shareholders and actual controllers, and the company and its directors Supervisors, restructuring parties, equity holders of operating entities that purchase assets and other entities are also included in the category of promisers.

16. Requirements for adjusting cash dividends

There will be cash dividends in the draft The conditions should be changed to the requirement that cash dividends are used for profit distribution, and the reasons should be fully disclosed if the conditions are not available for cash dividends.

17. Extend the time limit for the annual report briefing session

The annual report in the draft for comments The time limit for the explanatory meeting was extended from 10 trading days to 15 trading days after the annual report was disclosed to allow sufficient time for the company to prepare. For companies listed on the Main Board, there is a new requirement for holding annual report briefings.

(2) Only affect the main board listed companies

1. Convene shareholders on their own The general meeting removes the rule obstacles

The draft for comments deletes the requirement that the company disclose the convening notice and hire a lawyer to issue legal opinions when convening a general meeting of shareholders. Shareholders convene a general meeting of shareholders on their own to remove regulatory obstacles.

2. Incorporate into the nomination and resignation regulations of the SME Board "Guidelines"

For listed companies on the Main Board, the draft adds that if directors, supervisors and senior executives are nominated as candidates again within 3 years after leaving office, they should disclose the reason for the appointment and the situation of the company’s stocks after leaving office; the chairman and general manager are in office In case of resignation during the period, the independent director shall verify the reasons and express opinions.

(3) Only affect the small and medium board listed companies

1. Modify the cumulative voting Applicable requirements of the regulatory system

The draft for comments shall implement the revised "Code of Corporate Governance for Listed Companies", which stipulates that a single shareholder owns more than 30% of the shares Of companies should adopt a cumulative voting system. In addition, it is no longer mandatory.

2. Relaxation of corporate governance regulations

Solicitation In the draft opinion, it is deleted that the supervisors who have served as directors or executives in the past two years shall not exceed 1/2 of the total number of supervisors, the supervisors nominated by a single shareholder shall not exceed 1/2 of the total number of supervisors, and shareholders holding more than 1% of the shares may propose independent director Provisions for questioning or dismissal of recommendations.

3. Improve the disclosure requirements of controlling shareholders and actual controller share changes

In the draft for comments, the requirement that controlling shareholders and actual controllers should disclose every 1% increase or decrease of shares is deleted, reducing the situation where controlling shareholders and actual controllers should publish reminder announcements in advance when selling shares.

4. New financial aid reference implementation terms

In the draft for comments, the new financial assistance refers to the implementation clause, that is, in addition to providing funds, the provision of physical or intangible assets, bearing expenses for others, provision of asset use rights for free or low prices, and payment of high proportions of advance payments are also included The scope of supervision.

5. Applicable to the relevant regulations of the main board "Major Daily Operation Contract"

While the draft was included in the memorandum of major daily operations contracts, it coordinated with the main board to adjust the disclosure standards for major daily operations contracts and added 12-month cumulative requirements.

6. Simplify the review process for idle fund-raising investment products

In the draft for comments It no longer distinguishes whether the issuer is a commercial bank, and both are submitted to the board of directors for deliberation.

7. Revise asset impairment or write-off asset review and disclosure requirements

The review process for asset impairment or write-off assets in the Guidelines for the Small and Medium-sized Board was deleted from the consultation draft, and it was clarified that asset impairment or write-off assets accounted for more than 10% of net profit and exceeded 1 million yuan and should be disclosed in a timely manner It also makes special requirements for companies to identify signs of goodwill impairment and conduct goodwill impairment tests at least annually.

8. Delete the request for a public apology meeting

No longer in the draft for comments The company is required to hold a public apology meeting when it is subject to administrative punishment or public reprimand.

This revision is of great significance and has many points. Xin Gongjun will continue to provide in-depth interpretation for everyone after the official release of the guidelines. Please continue to pay attention to the official WeChat account of Xin Gong Consulting! Xin Gongjun’s warm reminder: Friends who want to learn from the past, don’t miss the summary of the revised points in the attached table below!

Attached table

List of main board and small and medium board standard operation guidelines revision points

—End

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Label group:[Shenzhen Stock Exchange] [shareholder] [small and medium board

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