The Shanghai And Shenzhen Stock Exchange To Standardize The Share Pledge Letter: Set Up The Grading And Phased Disclosure Requirements.

In 2018, influenced by many factors, the high risk of A share pledge increased at a time and became a hot spot of market concern. After a year of risk resolution, the problem of high proportion of pledge has eased, but it still affects the market.

Against this background, in order to further guide the large shareholders to reasonably control the proportion of pledge, on October 25th evening, the Shanghai and Shenzhen Stock Exchange issued a notice to amend the interim announcement to guide the announcement of stock pledge of forty-sixth listed companies (freezing, degrading and thawing) (hereinafter referred to as the "announcement").

On the whole, the Shanghai and Shenzhen Stock Exchange has basically agreed on the revision of the notice, and has classified and phased disclosure requirements for the high proportion of pledge and freeze, and gradually strengthened the information disclosure content of the high proportion pledge of controlling shareholders. At the same time, in view of the possible adverse effects of share pledge, freezing, compulsory liquidation or transfer on the company's production and operation and internal governance, we should refine the disclosure of risk disclosure and risk prevention and control measures, and introduce the "third party" verification mechanism.

Close to the regulator told the twenty-first Century economic news reporter, "after the risk of the pledged market investigation, A shares pledged to liquidate the risk eased significantly. It is because of the consideration of last year's situation that we hope to guide the pledge through information disclosure. On the one hand, we should guide the controlling shareholders to assess their creditworthiness and the risks that may be brought about by pledge financing, and proceed cautiously to share pledge. At the same time, it also allows investors to judge risks more rationally.

Generally speaking, the Shanghai and Shenzhen Stock Exchange's contents of the announcement are basically the same. - Gan Jun photo

Revised contents "focus".

In twenty-first Century, the economic report combing reporters found that this revision mainly involves 4 Changes:

The first is to establish a differentiated and differentiated pledge system for share pledge; the two is the disclosure requirements for new shares frozen; the three is to increase the disclosure requirements of the shares when they are forced to liquidate or transfer risks; and the four is to introduce the "third party" verification mechanism.

Among them, the hierarchical and differentiated letter system is a bright spot. The new version of the notice is aimed at the possible risks of controlling shareholders' high proportion pledge. The pledge ratio of controlling shareholders or the largest shareholder is 50% and 80% as the standard of risk stratification of pledge. It stipulates different contents of different pledge ratio and forms a differentiated letter request.

The specific requirements include: the total number of pledge shares of controlling shareholders exceeds 50%, stipulates that every pledge should be disclosed. Moreover, new requirements for disclosing the key information such as cumulative financing, financing purposes, repayment sources of funds and capital solvency, as well as the impact of high proportion pledge on production and operation are added.

More than 80% of the pledge ratio also requires further disclosure of shareholders' detailed creditworthiness, the reasons and necessity of a high proportion of pledge, and the precautionary measures to be taken.

The disclosure of the risk of forced liquidation or transfer of shares is also the content of this amendment. Last year, due to the overall downward trend of the market, many pledged shares were closed. This amendment requires relevant shareholders to disclose the ability of performance, the ability of additional guarantee and the measures to resolve risks.

In fact, from the industry point of view, apart from the company itself, the third party intermediaries play an important role in the pledge business. Some securities companies ignore the risk management and control blindly expand the stock pledge business and other issues have long attracted the attention of regulators. Recently, the local Securities Regulatory Commission has conducted on-site verification of the 9 companies with large increase in stock pledge this year, and intends to take relevant regulatory measures according to the problems identified.

The reporter noted that in this revision, additional disclosure requirements were also imposed when the shares were forced to liquidate or transfer risks, and the "third party" verification mechanism was introduced. In addition to the board of directors, board of supervisors and independent directors, the sponsor and financial advisers are required to verify and comment on the impact of these risks on listed companies, and strengthen the responsibility of "key minority" and intermediary organizations.

Pledge risk eased significantly

For the issue of stock pledge, which is a common concern in the market, what is the response of the letter to the letter?

"The company's pledge is an important reference for my investment. The stocks I bought are low in pledge rate." A Shenzhen personal investor told reporters, "the previous letter about pledge is relatively simple, for example, I would like to know the controlling shareholder's credit situation, so we need to find it through other ways. Now it seems clear at a glance, it must be more standardized."

An investment bank in Shanghai was concerned about the introduction of the "third party" verification mechanism. The source told reporters: "last year, the risk of pledge was relatively high. There were also some reasons for the blind expansion of some of the more aggressive small and medium brokerages, and the wind control admittance was not perfect, which led to a large-scale exposure of risks in the background of intensified market fluctuations. This strengthening of the responsibility of intermediaries is also conducive to enhancing the understanding of securities firms' risk and to digest the stock, while supplemented by a more secure and prudent pledge business.

As the main carrier of the A share, whether it is encountering or witnessing the stock burst, the company has a completely new understanding of the stock pledge risk.

"As a company that has just landed in the capital market, it did not have a clear understanding of stock pledge before, especially on the overall risk. Through this wave of experience last year, we will consider this matter more carefully and have a reasonable control over the rate of pledge. A senior executive of a Shanghai Stock Exchange told reporters.

It is worth noting that with the introduction of various measures at the regulatory level and the active digestion of securities companies, the risk of stock pledge business has shown a trend of overall controllability this year.

The data disclosed by the Shenzhen Stock Exchange in response to press questions showed that as of October 15, 2019, the market value of Shenzhen stock pledge fell by 20.12% compared with the beginning of the year, and the proportion of the largest shareholder's pledge ratio exceeded 80% was reduced by 68 compared with the beginning of the year.

According to the data compiled by reporters, the amount of mortgage repayment in Shanghai stock market is also reduced by nearly 50 billion yuan compared with the beginning of the year, and the proportion of performance guarantee has increased by more than 20 percentage points over the beginning of the year.

According to China securities registration Clearing Corp data, as of October 8th, the number of shares in the A share market was 601 billion 222 million shares, the number of shares pledged in the market accounted for 9.02% of the total share capital, and the market value of the market mortgage was 4 trillion and 541 billion 477 million yuan, and the overall level of pledge was significantly relieved compared with the beginning of the year.

The notice of the Shanghai Stock Exchange said that the new guidelines on pledge declaration should be strictly followed, and that shareholders of listed companies, especially controlling shareholders, should be urged to carefully assess and carry out the pledge to support the risk of controlling shareholders and related securitization, and foster a good atmosphere to focus on the main business and steady operation, so as to jointly promote the quality of listed companies.