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According to the CSRC's work plan for comprehensively deepening the implementation of the reform of the NEEQ, the NEEQ issued the second batch of 6 business rules on January 3, 2020, including Rules for Stock Offerings to Specified Investors of the NEEQ, Rules for Information Disclosures of Companies Listed on the NEEQ, Rules for Corporate Governance of Companies Listed on the NEEQ, Guidelines for the Listing Review, Guidelines for the Listing Application Document Content and Format Guidelines, Guidelines for Stock Offerings to Specific Investors of the NEEQ.
Having considered the public comments and the two higher-level regulations named Measures for the Supervision and Management of Unlisted Public Companies and Measures for the Information Disclosure Management of Unlisted Public Companies, the following rules have been revised and improved.
Rules for Stock Offerings to Specified Investors of the NEEQ absorbed the concept of the IPO registration system and optimized the review mechanism of stock offerings to specified investors; removed the limit of 35 new shareholders in a single issuance; allowed offering stocks at the time of listing, introduced self-service issuance, improved the authorized issuance mechanism, and improved financing efficiency; allowed issuers to use the raised funds after completing capital verification to reduce the cost of idle funds. Compared with the draft for public comments, the final "Rules for Stock Offerings to Specified Investors of the NEEQ" clarifies that the issuer must not have uncompleted share repurchases before the implementation of stock offerings to specified investors; adjusted the proportion of shareholding for shareholders to recuse from voting under certain circumstances. At the same time, in order to avoid ambiguity, the wording of the restricted sale of new shares offering stocks at the time of listing was adjusted.
Rules for Information Disclosures of Companies Listed on the NEEQ makes differentiated arrangements for the information disclosure requirements of listed companies at different market tiers to effectively improve the quality of information disclosure of listed companies. Compared with the draft for public comments, the final version has been adjusted in the following aspects: corrections and public apologies are required when the actual figure is in 20% difference from the performance bulletins or forecast; reduce the burden of disclosure for companies at the Base Tier. The disclosure of quarterly reports is no longer encouraged, and the disclosure of periodic reports will be further simplified in the future; adjust the types of interim report items to be consistent with the Measures on Information Disclosure Management of Non-listed Public Companies.
Rules for Corporate Governance of Companies Listed on the NEEQ adhere to bottom-line supervision and differentiated supervision. On the basis of basic operation requirements of public companies and considering the degree of public shareholding and ownership dispersion, NEEQ makes a differentiated corporate governance arrangements for NEEQ Select, Innovation and Base Tier companies. Compared with the draft, the final rules have been adjusted in the following: unifying the requirements for holding time of the annual shareholder general meeting of listed companies across three tiers; prohibiting cross-shareholding, and clarifying the holding subsidiary of a listed company shall not obtain shares of the listed company; limiting the number of directors serving concurrently as senior management personnel to no more than one-half of the total number of directors. This applies only to the NEEQ Select companies; clarifying the exemption of transaction items within the scope of the consolidated statements of listed companies from performing review procedures in accordance with regulations.
The NEEQ has simultaneously revised the Guidelines for the Review of Listing and Guidelines for the Contents and Formats of Listing Application Documents to clarify the institutional arrangements for companies offering stocks at the time of listing or to enter into the Innovation Tier when listing, optimized the listing review mechanism, unified the content and format requirements of listing application documents; amended the Guidelines for Stock Offerings to Specific Investors of the NEEQ, optimized the business process for stock offerings to less than 200 specific investors, and refined the business processes for stock offerings to more than 200 specific investors, and for self-service issuance and authorized issuance.
At present, the NEEQ is steadily advancing the issuance of the NEEQ reform business rules. The remaining 17 business rules including public offering have been revised or formulated, and will be issued and implemented after performing relevant procedures.