The Ten Major Initiatives Of The SFC Are Upgrading The &Nbsp Of Mergers And Acquisitions, And The Decline Or Fall Of Shell Value.
China Securities Journal reporter was informed that in order to implement the State Council's opinions on promoting mergers and reorganizations in August 2010, the China Securities Regulatory Commission (CSRC) has established a huge work plan to promote mergers and acquisitions in the capital market, including ten very sensitive arrangements, such as promoting overall listing, preventing insider trading, perfecting the stop and resume licensing system and information disclosure system. The China Securities Regulatory Commission (CSRC) has overall deployment, formulating specific operation plans one by one, coordinating relevant supporting rules, and launching a mature one.
The decision of the China Securities Regulatory Commission (CSRC) on Revising the relevant provisions of major asset reorganization and supporting financing of listed companies (Draft for consultation), which involves regulating and guiding the listing of backdoor, improving the system of issuing shares to buy assets, and supporting the financing of mergers and acquisitions, is a part of this huge plan.
"We must fully respect the wishes of enterprises, fully mobilize the enthusiasm of enterprises, and guide and encourage enterprises to participate in mergers and acquisitions voluntarily and voluntarily by improving relevant industry planning and policies and measures." The CSRC head of relevant departments said that in the future, the China Securities Regulatory Commission will continue to introduce measures to further promote the market-oriented reform of mergers and acquisitions in the capital market, improve the market pricing mechanism, improve relevant regulations and supporting policies, and support enterprises to make use of the capital market to carry out mergers and reorganization, and promote industrial integration and industrial upgrading.
Mergers and acquisitions
Relying on the capital market, China's iron and steel, aviation, telecommunications, coal, medicine and other industries have carried out large-scale integration and realized the overall listing of group assets, which has promoted effectively. Industrial concentration Upgrading and structural adjustment. " Shang Fulin, chairman of the China Securities Regulatory Commission (CSRC), holds that mergers and acquisitions in capital markets play an increasingly important role in China's economic restructuring and industrial upgrading.
In recent years, with the completion of the split share structure reform, the basic system of China's capital market has been further improved, and the activities of mergers and acquisitions of listed companies have become increasingly active. Capital market mergers and acquisitions have played an increasingly important role in China's economic structural adjustment and industrial upgrading. There are six positive changes:
Major asset restructuring management measures have been formulated or revised in succession to provide institutional safeguards for market development in the light of circumstances. Two, the gradual formation of the common interests of shareholders has provided a strong impetus for the listed companies to gather high-quality assets; three, the price discovery mechanism in the capital market has been further improved, providing a market pricing platform for asset transactions and asset securitization, improving the efficiency of the capital market in eliminating backward production capacity and optimizing the allocation of resources in order to promote industrial integration and industrial technological progress; and four, since the implementation of issuing shares in 2006 to purchase assets and exchange and merger, the shares of listed companies have become the means of payment for assets transactions, innovated the way of mergers and acquisitions, reduced transaction costs and improved market efficiency, and under the full circulation system, the function of resource allocation in the capital market has been further improved. First, the rules are constantly improving, the management measures for acquisition of listed companies, and listed companies. Five, the total number of mergers and acquisitions of listed companies has increased, the scale of transactions has increased, and the ways of innovation have been enriched. Six, a number of crisis companies have solved the risks of the company by means of mergers and acquisitions, and maintained the stability of the capital market and society through mergers and acquisitions.
The integrated merger and acquisition of listed companies represents the future development direction of mergers and acquisitions, and is an inevitable choice for the listed companies to become bigger and stronger. In recent years, the function of capital market mergers and acquisitions has played a positive role in promoting the "adjustment of structure and industry" in the real economy, but there are also some factors that affect the function and performance of capital market mergers and acquisitions.
There are still insufficient financing support to improve the performance of mergers and acquisitions. First, compared with the mature market, China's financing tools and tools for mergers and acquisitions are very single. The support for bridge loans, M & A loans and M & a funds is very limited, and the examination and approval links are also more complex, which fails to play a full role.
Mergers and acquisitions are low in decision-making and valuations. To some extent, the decision of mergers and acquisitions in China also involves a relatively long chain of examination and approval of the competent departments, a large number of industry controls, and a contradiction between market-oriented operation. The overall marketization degree of China's economy is not enough and the limitation of intermediary practice level makes the contradiction between the public interest of asset valuation and the effectiveness of market discovery price.
The comprehensive prevention and control mechanism of insider trading and market manipulation has not yet been established. On the one hand, compared with the mature market, there is a big gap between insider trading and market manipulation in the capital market. We have a big gap in the identification of the law, the effectiveness of enforcement and the supervision experience, which has affected the credibility of the market and the improvement of regulatory deterrence. On the other hand, the objective existence of the long decision-making system and the unclear control relationship between private enterprises has provided room for the insider trading and market manipulation in the merger and reorganization activities, and objectively increased the difficulty of supervision.
The tax system supporting mergers and acquisitions is not yet perfect. The current tax system has some policy support for mergers and acquisitions, but it supports mergers and acquisitions compared with mature markets. taxation system Lack of systematicness and flexibility, there are still some gaps with the requirements of the "30 financial requirements", and to some extent, it is difficult to adapt to the needs of market innovation and development of mergers and acquisitions.
Relevant management policies involving cross-border mergers and acquisitions of listed companies need to be improved. There are many problems existing in cross-border mergers and acquisitions, such as many aspects of cross-border mergers and acquisitions, high entry threshold for foreign investment, sluggish channels of increase and decrease, and to some extent, it is difficult to adapt to the need of Chinese enterprises to allocate resources in the international capital market. {page_break}
The stock registration system supporting the innovation of M & A needs to be improved. In order to support the innovation and innovation of stock right registration and registration system, we need further improvement. In order to support innovation in mergers and acquisitions, there is often a simple procedure for registering item company in the mature international market.
We need to further improve the system convergence between judicial reorganization and market-oriented mergers and acquisitions. Because the focus of interest protection is different, there is a certain degree of institutional gaps in the process of judicial reorganization and merger supervision in China. There is a lack of interest balance mechanism between the protection of creditors and the protection of public investors' rights and interests.
Promote the improvement of ten arrangements for mergers and acquisitions in succession
In August 2010, the State Council issued the opinions on promoting enterprise merger and reorganization (Guo Fa No. 27), explicitly proposed to give full play to the role of capital market in promoting enterprise restructuring, and accelerate the transformation of the mode of economic development and the adjustment of economic structure. In order to implement the work plan and requirements of the development of Article 27, the China Securities Regulatory Commission organized a special work to improve the capital market M & A by focusing on the effective implementation of the capital market function, supporting the merger and reorganization, and better serving the overall requirements of the national economy. On the basis of extensive listening and suggestions, we should give priority to supporting the M & A activities that conform to the national industrial policies, favorable industries integration and structural optimization, and form the ten work arrangements for standardizing the merger and reorganization of the capital market.
據悉,這十項工作安排具體為:一是進一步加大資本市場支持并購重組的力度,拓寬并購重組融資渠道,規范、引導市場機構參與上市公司并購重組;二是進一步支持上市公司創新并購重組方式;三是進一步推動部分改制上市公司整體上市,解決同業競爭、關聯交易等歷史遺留問題;四是進一步規范、引導借殼上市活動;五是進一步完善相關規章及配套政策,健全市場化定價機制;六是進一步推動建立內幕交易綜合防治體系,有效防范和打擊內幕交易;七是進一步完善停復牌制度和信息披露工作,強化股價異動對應監管措施;八是進一步加大中介機構在并購重組中的作用和責任,提高中介執業的效率和質量;九是進一步規范和改進并購重組行政審批工作,進一步完善并購重組審核委員會和專家咨詢委員會制度;十是進一步優化上市公司并購重組外部環境。
The director of the relevant departments of the China Securities Regulatory Commission said that the ten work arrangements focused on promoting the reform of the market oriented M & a reform, which involves the basic system construction at all levels of the supervision of the listed companies: both internal and external systems; both self-regulation and relevant market norms; it involves both recent work objectives and long-term work objectives; it involves both temporary and temporary measures, and fully reflects the general requirements of combination of both sides and both sides.
The implementation and implementation of the ten work arrangements is a systematic and long-term work. The CSRC's overall deployment will formulate specific operational plans one by one, coordinate the related rules and make one mature one. The decision on Revising the relevant provisions of major asset reorganization and supporting financing of listed companies (Draft for comment) released last week is an important part of the ten work arrangements, which involves three aspects: regulating and guiding the backdoor listing, improving the system of issuing shares to buy assets, and supporting the supporting financing of mergers and acquisitions. {page_break}
Improve the value of backdoor threshold "shell" or decline
Backdoor listing is a way to use the capital market merger and reorganization system to achieve listing. It usually refers to the behavior that the acquirer obtains the control right of the listed company, or at the same time, carries out major asset reorganization to the listed company. Overseas mature markets have no prohibitions on backdoor listing. They usually set up regulatory requirements for backdoor listing according to the IPO standards and procedures. Because of different IPO standards, the regulatory requirements for backdoor listing are different.
According to the new regulations, backdoor listing is intended to implement the IPO convergence standard. First, it is required that the operation entities of the corresponding business entities should be returned for more than 3 years. The net profits of the last 2 accounting years are all positive and totaling more than 20 million yuan; two, after the completion of the backdoor listing, the listed companies should comply with the relevant provisions of the CSRC governing and regulating the operation, and be independent of the controlling shareholders, the actual controllers and other enterprises in the business, assets, finance, personnel and institutions. There is no competition or unfair correlation between the controlling shareholders, the actual controllers and other enterprises controlled by them. Three, it is required that the backdoor listing should meet the requirements of the national industrial policy, and it should be separately listed in the specific industries such as finance, venture capital and so on, which is separately stipulated by the China Securities Regulatory Commission.
The industry expects that the new regulation will prompt the decline of the value of "shell". This is because, on the one hand, the threshold for backdoor listing is improving, and on the other hand, the access of IPO is getting more and more smooth, and the number of new shares issued and the amount of funds raised are increasing. Statistics show that in the two years of 2009 and 2010, there were 677 enterprises in the A share market, IPO, which is close to the number of IPO enterprises in 2004-2008 years and 5 years. One of the important reasons for such a change is IPO's restart and the opening of the growth enterprise board.
In the past, backdoor listed companies were mainly private enterprises. With the large number of private enterprises going to the small and medium sized boards and gem boards in the future, the power of backdoor listing will be greatly weakened. It is hard for the Shanghai and Shenzhen stock markets to deduce the old trend of backdoor listing again, but only sporadic individual cases.
"Encourage listed companies to use equity, cash and other financial innovations as means of payment for mergers and acquisitions, broaden the financing channels for mergers and acquisitions, and improve the efficiency of mergers and acquisitions." The CSRC head of relevant departments said that the CSRC supported the merger and acquisition of supporting financing.
Guo Fa 27 did put forward the idea of supporting eligible enterprises to finance mergers and acquisitions through issuing stocks, bonds and convertible bonds, and encouraging listed companies to use equity, cash and other financial innovations as means of payment for mergers and reorganization. The draft solicitation paper proposes to allow listed companies to issue shares to purchase assets and support financing operations simultaneously, relieving the policy restrictions of separate operation of the two parties, and achieving a single acceptance and approval. It is beneficial for the listed companies to broaden the financing channels for mergers and acquisitions, help reduce and buy the reorganization audit links, and improve the market efficiency of mergers and acquisitions.
In addition, the draft also perfected the system rules for issuing shares to purchase assets. After the completion of the split share structure reform, mergers and acquisitions have been implemented through issuing shares to buy assets, which has become the mainstream trend in the market of mergers and acquisitions, especially in mergers and acquisitions which aim at improving industrial concentration and resource allocation efficiency and realizing large-scale and intensive operation. In order to improve the efficiency of market allocation of resources, the draft opinion clearly stipulates that the issue of shares to the specific shareholders of the controlling shareholder, the actual controller or the related party whose control is related to the purchase of assets shall not be less than 5% of the total share capital of the listed company after issuance. The number of shares issued is less than 5% of the total share capital of the listed company, and the transaction amount of the main board and small and medium-sized board listed companies to purchase assets should not be less than 100 million yuan, and the trading volume of the listed companies on GEM is not less than 50 million yuan.
It is reported that the draft has supplemented the standards and conditions for the purchase of assets by a listed company to the controlling shareholder, the actual controller or the related party whose control is related to it. This is to further improve and perfect the system provisions for issuing shares to purchase assets, which is conducive to reducing the restructuring cost and improving the efficiency of reorganization, and is conducive to the deep integration and industrial upgrading of the listed companies, which is conducive to the implementation and implementation of the national industrial policy.
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