IPO shareholders penetrate and verify: Who does not have the qualifications of shareholders?

Foreword:

In February 2021, the CSRC issued the "Application Guidelines for Regulatory Rules — Regarding the Disclosure of Shareholders' Information Disclosure for the First Listed Enterprise", which requested the issuer to commit and disclose whether there is "the owner of the owner who prohibits the holding of shares directly or indirectly holds the issuer's shares". The situation, and the intermediary agencies are required that the intermediary agencies have penetrated the holders of companies or limited partnerships of companies or limited partnerships to the final holder and verify their shareholders' qualifications for their shareholders or limited partnerships. The Shanghai Stock Exchange and the Shenzhen Stock Exchange immediately issued a notice on the disclosure of the shareholders 'information disclosure of the starting enterprise, and further expanded the scope of the inspection of shareholders' qualifications to all the subjects that directly or indirectly holding the issuer's shares.

In practice, in order to avoid affecting the IPO process, some issuers have not fully grasped the structure of penetrating the equity structure or even the "which subjects that prohibit shares in the law and regulations", that is, blindly promise to disclose that there is no negative holding subject, and it does not have a negative shareholder. As everyone knows, it may involve false commitments and false information disclosure.

The author intends to sort out the scope of the current law and regulations that prohibit shares, and combined with practical introduction to the handling of the common "shareholder qualification issues" in the inspection of shareholders to penetrate the verification, in order to discuss it together.

1. Laws and regulations are prohibited from holding shares.

(1) Natural person

(2) Non -natural person

2. Through the qualifications of shareholders

(1) Civil servants, party and government cadres, etc. indirectly hold issuer shares through private equity funds

It is worth thinking that the "Civil Servant Law" prohibits civil servants from violating relevant regulations to engage in business profit activities, and CICC Circular 27 and No. 6 Zhongfa. Is the fund engaged in camps? After being retrieved by the author, no relevant prohibition of civil servants investing in private equity funds was found. At the same time, according to the (1) Notice of the General Office of the General Office of the Central Committee of the Communist Party of China on the issuance of "Several Provisions on the Personal Securities Investment Behavior of the Staff of the Party and Government": " Fund ... "(2) Article 4 of the" Leading Cadre Report Personal Related Event ":" Leading cadres shall report the following income, real estate, investment and other matters: (4) In other ways holding stocks, funds, investment insurance, etc. "can be seen that leading cadres engaged in fund investment have not been prohibited but have the obligation to report.

The author believes that the original intention of the relevant legislation is to prohibit civil servants and party and government cadres from impact the influence of and undermine the fair competition of the market economy through their status. It belongs to financial management, and the author preliminary judgment believes that civil servants, party and government cadres, etc. indirectly holding issuers shares through private equity funds are not prohibited by regulations.

(2) Log canceling the main processing

Logging out the legal status of the main body has been eliminated, and it is not qualified to hold an enterprise equity/shares. In the individual projects run by the author, due to the irregularities of some companies' cancellation procedures or failing to fulfill the procedures for industrial and commercial changes in time, there are individual cancellation companies in the subject of indirect holding of issuers. Communicate with the upper -level shareholders of the cancellation company, and coordinate these upper -level shareholders based on the liquidation plan of the cancellation company in accordance with the specific proportion of the equity of the upper shareholders of the issuer held by the cancellation enterprise and register the corresponding industrial and commercial changes to eliminate the indirect of the issuance of the issuance Logged out of shareholders.

(3) Through verification and qualifications of overseas shareholders

In practice, there are a certain number of overseas entities directly and indirect shareholders who are planning to IPO directly and indirect shareholders. The intermediary agencies actively communicate with the issuer and their upper -level shareholders so that the intermediary agencies can accurately penetrate the overseas entities in the issuer's direct and indirect shareholders. In the author's project, the overseas entity is considered by the authorities. , The issuer still does not cooperate with the relevant information under the repeated coordination of communication, but the shareholder has certain specialties. The main body of its overseas shareholders is mostly well -known investment institutions and foundation. After fully explaining and disclosing the relevant background, it was also recognized by the review teacher.

At the same time, which country or region should the "laws and regulations" in the laws and regulations stipulated in the laws and regulations be applied? If the main body of the shareholders is the main body of the domestic, of course, it is applicable to Chinese laws and regulations, but if it is an overseas entity, the author understands that the laws and regulations applied to these subject shareholders should be corresponding to overseas laws and regulations. At this time For the appropriate qualifications of sexual exhibition opinions, the intermediary agencies should pay attention to employment from the perspective of diligence and exemption from the perspective of diligence and exemption.

(4) Treatment in the case of "unable to penetrate"

Due to the limitation of verification and/or shareholders' negative cooperation of verification, it is usually encountered that individual shareholders are still "unable to penetrate" in the issuer and intermediary agencies. References for intermediary colleagues, project A: related "unable to penetrate" shareholders (indirect) penetration computing calculation shareholding is small, and the price of relevant shareholders' shares does not have obvious abnormalities. Specific reasons that cannot be penetrated, etc.; Project B: Although the price of "unable to penetrate" shareholders does not have obvious abnormalities, the penetration calculation holding shares reached a certain proportion, and the shareholders of the "cannot penetrate" shareholders choose to hold it before it holds it before it holds it. On the first floor, the equity of the shareholders of the people ’s indirect shareholders has been transferred. Under this situation, the intermediary agency should pay attention to fully verify the authenticity of the transfer of equity, whether there is controversial or potential disputes, whether there is an agent or other interest arrangements. (5) "The final holder" of penetrating the verification

Due to the supervision notice of the disclosure of shareholders' information disclosure of the Shanghai and Shenzhen Stock Exchange requirements, all the shareholders' qualifications of all direct or indirect owners' shares of the issuer shall be checked, and intermediaries need to penetrate the issuer's shareholders through the layers of the final holder. Regarding this, the definition and understanding of the "final holder" in previous practice is different. The mainstream approach is to penetrate into natural people, listed companies or government agencies.

On April 25, 2021, the Shanghai Stock Exchange Science and Technology Board Listing Audit Center issued the "Understanding and Application of the" The final holder "in the verification of shareholders' information inspection", which clarified the specific scope of the "final holder" and confirmed that except for natural persons , "The final holder" also includes public companies such as listed companies (including overseas listed companies) and new third board listed companies, state -owned controlling or management entities (including public institutions, industrial funds controlled by state -owned entities, etc.), collective ownership enterprises, overseas overseas Government investment funds, university donation funds, pension funds, public welfare funds, and public asset management products. At the same time, this document also stipulates the problem of verification of foreign shareholders that the intermediary agencies that are difficult to deal with in the practice of shareholders penetrating inspection. It is clear that the intermediary agencies can confirm that the investors of foreign shareholders do not exist in the domestic subject, and fully demonstrate the foreign shareholders of the foreign shareholder. There is no obvious abnormality in the price of the issuer, and the foreign shareholders can be regarded as "the final holder". However, it is worth noting that because domestic intermediaries have more restrictions on overseas verification methods, the standards for the "appropriate verification method" are still blurred, and the intermediary agencies are further explored.

(6) Putting on the extension of the verification

In the individual projects organized by the author before, the pre -reviewer teacher requested whether to further verify the direct and indirect natural person shareholders of the China Securities Regulatory Commission and its dispatch agencies, the stock exchange, the securities registration and settlement institution, the China Securities Association, the China Securities Investment Fund Industry Industry The association and other regulatory agencies/self -discipline organizations. On April 19, 2021, the CSRC officially issued a document requesting to strengthen the system resignation personnel investing in the supervision of listed companies. During the disclosure of shareholders' information disclosure, the issuer and intermediary agency special reporting of the SFC's system resignation personnel shares. The IPO applications invested by personnel, the Securities Regulatory Commission has accepted normally, and strictly promoted the review and review procedures according to law.

The author believes that the aforementioned inspection requirements are not only related to shareholders' qualities, but also to urge intermediaries to verify whether there are behaviors such as incorrect benefits through IPOs. The author also asked the intermediary colleagues to add the above verification points to the shareholders penetrating the verification matters.

Conclusion

Shareholders' penetration verification is not a new requirement of supervision. This time the regulatory increase requires the intermediary agency to penetrate layer penetration and conduct a substantial verification and publish clear opinions and clearly put forward "cannot simply take the relevant agency or individual's commitment as the basis" to further compact the responsibility of the intermediary agency agency agency agency agency. Essence As for the background, the author dare not speculate, and shareholders penetrate the verification of the basic skills of the securities legal business. I hope that through the combing of this article, it will provide a reference for the intermediary shareholders of the intermediary colleagues to penetrate the verification work. At the same time, it is also recommended that the issuer must make relevant commitments with the intermediary agency with a prudent and objective verification to avoid making false and false commitments and information disclosure in the case of blindly pursuing the IPO process.

Remarks in the article:

[1] The specific scope of civil servants can be refer to the "Regulations on the Scope of Civil Servants", which was formulated by the Organization Department of the Central Committee of the Communist Party of China on December 23, 2019 and released on March 3, 2020. Article 111 of the Civil Servant Law: The leading members of this Law refer to the leaders of the organs, excluding those in the authority of the organization in the authority.

[2] "The General Office of the Central Committee of the Communist Party of China and the General Office of the State Council on the implementation of the" Provisions of the Central Committee of the Communist Party of China and the State Council on Further stop the business and enterprises of party and government organs and party and government cadres "(several issues" (China Office [1986] Article 6) Article 6: The "Provisions on the Central Committee of the Communist Party of China and the State Council on Further stop the business and business of party and government agencies and party and government cadres in business, and run enterprises. Children and spouses of cadres above the level (including the county level) or above ...

[3] Integrity Regulations Article 2: These regulations are applicable to members of the leadership team of state -owned wholly -owned enterprises, state -owned controlling enterprises (including state -owned financial enterprises and state -owned controlling financial enterprises) and their branches. The "Implementation Measures for the Implementation of the Correspondence of State -owned Enterprise Leaders" in the "Implementation Measures of the State -owned Enterprise Leaders" stipulates that these measures are applicable to: (1) members of the leadership team of central enterprises and their wholly -owned or holding subsidiaries; (2) Central enterprises And members of its wholly -owned or holding subsidiaries' branches. The above -mentioned personnel are collectively referred to as leaders at all levels of central enterprises [4] "The State Council State -owned Assets Supervision and Administration Commission on Implementation of" Notice on Regulating State -owned Enterprise Stocks and Investment "(Notice on Issues" Article 1: State -owned enterprises referred to in the "Standard Opinions" refer to the state -owned and state -owned and state -owned controlling enterprises (including absolute control and relative holding) enterprises and its authorized business units (branches) at all levels. The middle -level managers above the enterprise refer to the board members of the state -owned enterprises, members of the board of supervisors, senior operating managers, members of the party committee (party group) leadership team, and the deputy staff of the corporate functional departments. Persons who return to the original middle level or above the middle level or above, or after retirement as the middle level or above management positions, are also within the scope of the specifications of the "Standard Opinions"

Source: Deheng Law Firm, Wang Junzhe Yan Yanpeng, reproduced this article out of the purpose of passing more information. If there is an error or infringe your legitimate rights and interests, please leave a message, we will correct and delete it in time, thank you

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