On March 24th, the issue of "Questions and Answers of the Shanghai Stock Exchange (" Questions and Answers "(" Audit Questions and Answers (II) ") was issued on the 24th of March. The question and answer to the audit includes 16 questions covering the ownership of shareholders. listed companies, the definition of actual operators, "three types of shareholders" and a gambling agreement, and other concerns on the market.
The SSE has stated that, on the basis of audit practice, it will summarize its experience in a timely manner and complement and improve the questions and answers on the review of the issue and listing.
In principle, a gambling agreement must be settled prior to filing
"The audit question and the reply (2)" stressed that PE, VC and other institutions agreed on a valuation adjustment mechanism and, in principle, require the issuer to clarify the gambling agreement before the declaration.
However, a gambling agreement that meets the following requirements must not be cleared: first, the issuer does not act as a party to the gambling agreement; secondly, there is no agreement on a gambling agreement that could lead to changes in supervisory rights third, the gambling agreement is not linked to market value; Fourthly, there is no serious impact on the issuer's ability to resume business or other factors that seriously affect the rights and interests of investors.
"The existence and implementation of a gambling agreement can lead to the instability of the company's equity ratio. The exceptions listed on the Shanghai Stock Exchange, the second article is clear and the actual operator of the company can not be the result of the existence of a gambling agreement. who is concerned about the Scientific Committee, told reporters.
In this "Audit question and answer (2)" a number of issues include the issuer's actual controller and controlling stake.
Among them, in the case of the history of the issuer, trade unions, shareholder stockpiles, etc. The Shanghai Stock Exchange stressed that, according to the terms of the issue, the issuer's clear control right and the issuing shareholder or the actual operator is a shareholder ownership of the employees. If the assembly or trade union has shares, it must be cleaned.
»A joint-stock company does not have the status of a legal person and has no qualification to become a shareholder and the promoter of the company listed on the stock exchange as a shareholder of a public limited-liability company is in a disagreement with the establishment and functioning of the trade union, which may adversely affect the ordinary activities of the trade union. Impact. "The lawyer mentioned above.
Regarding the work of the actual operator, "The audit question and the answer (2)" also emphasized that the actual operator is the subject of supervision by the company. When determining ownership of the company's control, it should be based on the principle of finding the truth from the facts, taking into account the company's actual state and the issuer's main identification code, as confirmed by the issuer's shareholders.
If the issuer's capital is relatively diversified, but there is a controlling ratio of one shareholder in the amount of 30%, in the absence of evidence of the opposite, the shareholder should in principle be defined as the majority shareholder or the actual operator.
In addition, in all of the following circumstances, the sponsor institution further clarifies whether to avoid issuing or controlling conditions and issue a special opinion with the identification of the actual controller: the company finds that there is an actual operator, but other shareholders have a higher share of ownership and the actual operator. The share is close, competition or potential competition between the company controlled by the shareholder and the issuer, the first largest shareholder has almost 30%, the share of other shareholders is not high and is relatively scattered, and the company finds that there is no actual controller. .
"Some companies prior to listing so that they have not identified any actual operator, can escape the actual operator of the company and other issues that meet the conditions for inclusion in the list."
In the "Audit question and answer (2)", the Shanghai Stock Exchange also stressed that the sponsor institution and the lawyer of the issuer should focus on whether the company's supervisory rights have changed in the last three years and there is a suspicion that the actual scope of the determination the controller is adapted to the conditions for issuing. They strictly understand and carefully carry out the verification and disclosure of information.
Standardize the list of listed companies
In the "audit questions and answers (II)", the Shanghai Stock Exchange also submitted verification opinions on the situation in which quoted companies share their funds with the Kechuang Committee from different angles.
Among them, the sponsor institution and the lawyer must verify and express the opinion of the issuer on the following issues: the issuer's background in acquiring assets of the listed company, the decision-making procedures, the approval procedures and the disclosure of information, regardless of whether it is in accordance with the laws and regulations , the Articles of Association of both parties to the transaction and whether there are disputes or possible disputes between the CSRC and the stock exchange regarding the requirements for the supervision and disclosure of information of listed companies, historical positions and the legality of the directors, supervisors and senior management of the issuer and its related parties in the stock company and its parent company. Regulatory, in case of breach of the prohibition of competition when those funds are transferred, the issuer's directors, supervisors and senior management are listed in a listed company and whether there is a relative with the listed company and its directors, supervisors and senior management personnel. And other close relationships, if there is such a relationship, whether the above mentioned staff evades the vote or take effective measures to protect the interests of unrelated shareholders during the implementation of appropriate decision-making procedures.
In addition, the institution's sponsor and the lawyer of the issuer must verify and express their opinion, and after the transfer of funds has been made, whether the issuer and its related parties and the company listed on the stock exchange, disputes or disputes in relation to the above transfer of funds, the issuer and its related customers. Whether directors, supervisors, senior management and listed companies have any damage to the legitimate interests of the listed company and its small and medium-sized investors in the transfer of the abovementioned assets, is the issuer from the time when the assets a listed company listed on the stock exchange and issuer's assets The proportion of the relationship, the role of the issuer's production and management, listed companies listed on the stock exchange, the subsidiaries listed in the Committee on Science and Technology, or complying with the relevant regulations .
"Currently, on the stock market A, many listed companies have assets that meet the requirements for the board of science and technology. In fact, according to" audit questions and answers (II) ", this part of the funds is met if they are certain conditions have been met. Demolition on board the Science and Technology Committee contributes to the building of the science and technology committee.
"Three types of shareholders" are greeted
"Audit Questions and Answers (II)" emphasized that if an issuer forms "three types of shareholders" during the listing of the national share transfer system, such as a contractual fund, a trust plan or asset management plan, the intermediary and the issuer should verify the disclosure of the relevant information , including verification. Confirm that the controlling shareholder, the actual controller and the first major shareholder of the company do not belong to "three types of shareholders"; the verification confirms that the "three types of shareholders" of the issuer are legally established and validly existing and are involved in the effective supervision of the National Financial Supervision Department and are in accordance with the regulations. The controller also registers and registers procedures for approval, filing or reporting, and the issuer discloses the transitional arrangements for "three types of shareholders" and the relevant issues to the issuer in accordance with the "Management Opinions on Managing Asset Management of Financial Institutions". For the impact of further business, the intermediary agency reviews and issues clear opinions on the above issues, and the issuer discloses information to "three types of shareholders" as required, and the sponsoring institution and the lawyer respond to the supervisory shareholder, the actual manager, directors, supervisors and senior management. Staff and their close relatives have now issued and forwarded directly or indirectly to signatories in "three types of equity for verification and issued a clear opinion, verifying that the agency had to have" three shareholders "on reasonable measures to ensure compliance with the existing period lock-up and reduction of regulatory requirements.
The above-mentioned Bao Dai presented to the rapporteur that in the IPO procedure "three types of shareholders" became obstacles to the listed company due to problems such as leverage and unclear problems with shareholder penetration, but in accordance with the requirements of "Audit questions and responses (II) ", the Kechuang Committee launched an overview of" three types of shareholders ", which is also good for many of the three new companies that plan to be successful.
In addition, "Audit questions and answers (II)" also mention ten important situations affecting the issuer's ability to continue to operate, and also requires that the sponsor institution and the accountant of the rapporteur analyze and evaluate in detail the specific performance, the degree of impact and the expected the results of the above situation and a comprehensive assessment. Does it significantly negatively affect the ability of the issuer to continue to operate, carefully provide its opinion on the verification and asks the issuer to fully disclose any further business risks.
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