Strictly Control The Chaos Such As Holding Shares On Behalf Of The Stock Exchange

IPO shareholders demand further compaction.

Recently, a core member of a securities firm disclosed to the reporter of the 21st century economic report that the Shenzhen Stock Exchange has recently issued a "notice on relevant matters concerning the implementation of the supervision of shareholders' information disclosure of enterprises listed on the gem" to various securities companies, which has made it clear how to implement the shareholders' information disclosure for the IPO projects on the gem.

It is also understood that the Shanghai Stock Exchange has further clarified the regulatory requirements for shareholders' trust of IPO enterprises in view of the scientific and technological innovation board market.

On February 5, this year, China Securities Regulatory Commission (CSRC) officially issued the guidelines on the application of regulatory rules on information disclosure of shareholders of enterprises applying for IPO (hereinafter referred to as the guidelines), which has made normative requirements on the verification and disclosure of shareholders' information of IPO enterprises and the locking of new shareholders' new shares. After that, Shanghai and Shenzhen stock exchanges have further answered relevant questions.

According to some investment bank personnel in the industry, a series of new regulations of the regulatory authorities are designed to adapt to the new changes in the registration system reform, and tighten the restrictions on holding shares on behalf of others, taking shares by surprise and abnormal shares. "However, it is still very difficult to penetrate and verify the issuers' shareholders to the ultimate holders, especially in the case of holding shares on behalf of shareholders and holding shares at different levels by LP".

"Overweight" of exchange regulation

"In practice, investors hide behind the nominal shareholders of the enterprises to be listed by means of equity proxy holding and indirect shareholding by multi-layer nested institutional shareholders, forming" shadow shareholders ". When the enterprises are close to listing, they acquire shares at a low price, and obtain huge benefits after listing. There may be a series of problems such as power and money trading and interest transmission." Prior to that, Wu Nianwen, deputy director of the issuance department of the CSRC, said at the regular press conference of the CSRC.

After the implementation of the guidelines, Shanghai and Shenzhen stock exchanges also made more detailed explanations and requirements for the above problems in the IPO credit process.

To be specific, the issuer shall issue a special commitment for the information disclosure of the company's shareholders in accordance with the requirements of the guidelines, and disclose the relevant contents in the prospectus.

However, sponsors and lawyers of IPO projects need to conduct comprehensive and in-depth verification in accordance with the requirements of the guidelines, and issue special verification reports on shareholders' information disclosure. In the special verification report, the sponsor and the lawyer should also explain the way of verification, and issue a clear positive conclusion on the verification issues, and can not issue non affirmative opinions such as "not found".

In addition, the notice requires that the issuer shall remove the situation of holding shares on behalf of others or illegally holding shares in accordance with the law before reporting, and financial products such as private investment funds shall be put on record or included in the supervision.

Shenzhen Stock Exchange specially pointed out that the exchange will not accept the application if it fails to submit the special commitment and special verification report as required and fails to complete the correction within the specified time.

In addition to the enterprises to be declared, the Shenzhen Stock Exchange also requires the issuers, sponsors and lawyers of the issuers to submit the "special commitment" and "special verification report" for the enterprises under examination on the gem before February 5. In addition, if the project under review has the situation of holding shares on behalf of others or illegal holding of shares, or the financial products such as private investment funds have not been put on record or included in the supervision, they shall be lifted according to the provisions of the guidelines, or be filed and included in the supervision as soon as possible, so as not to affect the subsequent audit process.

It is worth mentioning that the notice of Shenzhen stock exchange is also attached with the requirements for information disclosure and verification of shareholders. In particular, more specific verification requirements are put forward for four categories of matters, namely, holding shares on behalf of others, purchasing shares by surprise, abnormal share price, and shareholders' eligibility.

      Among them, the issuer needs to explain whether there are such situations as holding shares on behalf of others in the historical evolution; whether new shareholders have been added through capital increase and share transfer within 12 months before the declaration; whether there is obvious abnormal situation of shareholder's share price in the historical evolution; whether the subject directly or indirectly holds the issuer's shares has the shareholder qualification stipulated by laws and regulations, and intermediary with this issuance Whether there is kinship, association, entrusted shareholding, trust shareholding or other interest transfer arrangements between the institution and its responsible persons, senior managers and handling personnel; whether the shareholders of the issuer conduct improper benefit transfer with the shares of the issuer.

Problems of equity holding on behalf or credit

The increasingly detailed regulatory requirements have brought great pressure on securities investment banks to carry out penetrating inspection.

A senior investment bank in Beijing said that from the perspective of supervision, the current routine operation can no longer be used in the verification of shareholders' information of IPO enterprises, and "comprehensive and in-depth verification" is needed to "ensure the authenticity, accuracy and completeness of intermediary conclusions".

According to reports, before the promulgation of the new regulations, the supervision will also require the sponsor institutions to penetrate the verification and step by step to the ultimate natural person, SASAC and listed companies. In general, the sponsor will choose to penetrate into the final equity holders in the IPO link, and sign the commitment letter layer by layer to eliminate the situation of equity proxy holding, unqualified shareholders and interest transmission in the shareholder structure of the issuer.

"It's not going to work now. The regulatory authorities should require substantial review of the shareholders of the issuer and the equity structure that penetrates upward. This will also bring huge workload to investment banks. " "If it's just a lot of work, it's OK to say," said the senior investment banker. "It's very difficult to find out some private agents who are not personally speaking out or being reported. It is also difficult for LP (limited partners) to find out at all levels, and GP (general partner) can find out, so it is not a problem that investment banks can solve by increasing their work. "

However, there are also relevant directors of investment banking business of domestic securities companies, who said that at present, in terms of shareholder penetration verification, investment banks and law firms cooperate to handle, and the workload is acceptable. "The shareholders of listed companies also cooperate with each other. After a thorough investigation, the audit by the regulatory authorities will be faster."

In addition to the penetrating review of shareholders, the guidance also focuses on modifying the contents of the "surprise share purchase", in which the time of "surprise share purchase" is extended from 6 months before the declaration to 12 months before the declaration, and the lock-in period remains unchanged for 3 years.

However, for this change, the person in charge of private equity institutions in Beijing believes that, due to the influence of the pilot registration system, the equity price gap in the primary and secondary markets has gradually narrowed. "At present, there are also some cases of new shares breaking out. Pre IPO investment is no longer a capital guaranteed business, and equity institutions are more in line with the regulatory trend to" invest early and invest small. ". Therefore, the impact on PE / VC firms is relatively limited by the tightening of the regulatory layer's sudden shareholding. "

      Zhang Shudong, deputy general manager and managing partner of Shanghai international venture capital equity investment fund management Co., Ltd., analyzes that under ideal circumstances, it is assumed that the audit, meeting and registration will take nine months. In view of the guidance, new shareholders should promise that their new shares will not be transferred within 36 months from the date of acquisition, and investors will rush into shares 12 months in advance before the IPO declaration The actual lock-in period is 15 months after the shares are listed, and the stocks of non surprise investors also need to be locked for 12 months.

"Unless the IPO materials are submitted in the second month after becoming a shareholder, the difference in lock up period is not so big, it is not the difference between one year and three years. And in many projects, it is actually a small number that can realize IPO within the expected time Zhang Shudong said.