Take advantage of the new regulations to reduce their holdings before they land? Over the weekend, 33 listed companies issued announcements to reduce their holdings, which may be a misunderstanding

Finance Associated Press

2024-05-27 17:49Published on the official account of Cailianpress, a subsidiary of Shanghai Poster Industry Group

Finance Associated Press, May 27 (Reporter Yan Jun) The draft for comments was only about a month, and the strictest new regulations on shareholding reduction in history were issued on May 24, the "Interim Measures for the Management of Shareholding Reduction by Shareholders of Listed Companies", "Rules for the Management of the Company's Shares Held by Directors, Supervisors and Senior Managers of Listed Companies and Their Changes", as well as the revised guidelines for the reduction of shareholdings of listed companies and the guidelines for the transfer of inquiries at the exchange level, constitute the A-share reduction system.

Regulators have a custom of releasing important documents on Friday afternoons, and in the eyes of the industry, this move is to not open on the weekend, giving the market time to fully digest policy expectations. However, this time, with the release of the new rules on reducing holdings, more than 30 listed companies issued intensive announcements on reducing their holdings over the weekend, and the saying of "taking advantage of the new regulations to reduce their holdings quickly" fermented over the weekend, which also caused a lot of discussions.

Is a listed company so blatantly exploiting market loopholes? What is the truth?

Some market participants do not agree with the statement of "taking advantage of the new regulations to reduce holdings quickly", the Financial Associated Press reporter learned from a number of industry insiders, first of all, the "Interim Measures for the Management of Shareholders of Listed Companies Reducing Their Shareholdings" published on the website of the China Securities Regulatory Commission clearly stated that the measures will be implemented from the date of promulgation, and the chairman of the China Securities Regulatory Commission Wu Qing will be issued on May 24, which also means that since May 24, the new regulations on shareholding reduction will take effect; Secondly, many of the non-major shareholders who announced their shareholding reduction over the weekend were not greatly affected by the new regulations, so they could not be forcibly related to the new regulations.

33 listed companies issued announcements on reducing their holdings

Over the weekend, the announcement of the reduction of shareholdings of listed companies once again became the focus of market discussion.

According to the statistics of the Wind announcement, from the day of the implementation of the new regulations on May 24 to the weekend, 33 A-share listed companies issued announcements related to the reduction of holdings.

It is precisely because of such intensive announcements that rumors of "surprise reduction before the official implementation of the new rules on shareholding reduction" have been triggered, and the fermentation of a weekend has been interpreted as "bearish". However, this may not be the case.

Some industry insiders told the Financial Associated Press reporter that first of all, there is no transition period for the new shareholding reduction regulations, but can be implemented from the date of announcement, during the public opinion draft, for the actual controller, controlling shareholders and directors, supervisors and senior executives of the key minority of the reduction has been regulated, the divorce reduction, refinancing reduction has been standardized, the landing of the official document is within market expectations.

Secondly, the new regulations on shareholding reduction are more about the scope of constraints on the controlling shareholders, major shareholders and actual controllers, directors, supervisors and senior "key minority", although there are a lot of shareholding reduction announcements over the weekend, but the controlling shareholders do not reduce their holdings much, and more are the pre-disclosure of the non-largest shareholder's shareholding reduction, the progress of the shareholding reduction and other announcements.

According to the statistics of the reporter of the Financial Associated Press, among the 33 shareholding reduction announcements, only Shenglong shares involved the controlling shareholder, and its controlling shareholder, Shenglong Group, and the employee shareholding platform Shengdal, who acted in concert, had a shareholding reduction plan. In addition, there are also concerted actors of Fangsheng Pharmaceutical's actual controller, and shareholders with a shareholding ratio of less than 5% have disclosed their shareholding reduction plans.

Among the remaining more than 30 shareholding reduction announcements, there are 16 shareholders holding more than 5% of the shares but not the largest shareholder, such as Shenzhen Gas, Xinli Financial, SWS, and First Pharmaceutical Holdings, disclosing their shareholding reduction plans or announcing the progress of their shareholding reductions, as well as Lingrui Pharmaceutical, Jida Zhengyuan, Jianye Co., Ltd., and China Micro Corporation and other 6 companies are directors, supervisors, senior executives, and senior managers of the pre-disclosure and progress of shareholding reduction. In addition, companies including Maixinlin and Haosen Intelligent disclosed the reduction of shareholders holding less than 5% of the shares.

What are the key points of the new rules on reducing shareholdings?

Some industry insiders said that the purpose of the new regulations on shareholding reduction is to strictly regulate the shareholding reduction behavior of shareholders, guide shareholders to invest for a long time, reasonably choose the way to reduce shareholdings, control the scale and rhythm of shareholding reduction, and reduce the market impact.

From the perspective of the new regulations on shareholding reduction, it is the focus of supervision to regulate major shareholders and strengthen the risk sharing and benefit sharing between the "key minority" of directors, supervisors and senior executives and the company.

Strictly regulate the shareholding reduction behavior of major shareholders, directors, supervisors and senior entities, and the first is to strictly manage the shareholding reduction of major shareholders. It is clearly determined that the number of shares of the company that have been refinanced and lent by major shareholders or sold but not repurchased in agreed repurchase securities transactions is calculated on a consolidated basis, and the major shareholders are required to continue to jointly comply with the shareholding reduction restrictions within six months after the termination of the concerted action relationship, so as to prevent major shareholders from circumventing the restrictions by virtue of the concerted action relationship; The second is to further clarify the requirements for controlling shareholders and actual controllers to reduce their shareholdings. It is clarified that the reduction of holdings in the secondary market by controlling shareholders and actual controllers is linked to the stock price performance and dividends of listed companies, and the constraints on shareholding reduction are strengthened to avoid harming the interests of investors; The third is to integrate and strengthen the norms for directors, supervisors and senior executives to reduce their holdings.

Another key regulation is to prevent the reduction of holdings by detours, and the first is to prevent the use of fake divorce "identities" to detour. Clarify the rules for the reduction of shareholdings of major shareholders, directors, supervisors and senior executives in the event of divorce, dissolution and separation, etc., to prevent illegal shareholding reduction through "technical" divorce detours; The second is to prevent the use of "trading" to detour. For example, it is clarified that within 6 months after a major shareholder or a specific shareholder reduces its shareholding by way of transfer by agreement, the transferee shall not reduce its holdings of the transferred shares, and the transferor that no longer has the status of a major shareholder shall continue to comply with the relevant provisions on the reduction of shareholdings by major shareholders. The third is to prevent the use of "tools" such as securities lending, deliverable debt swaps, ETFs, and derivatives to detour. It is clarified that major shareholders are not allowed to sell shares through securities lending, and the principle requirements for special shareholding reduction methods such as gifts, deliverable debt swaps, subscription or subscription of ETFs are put forward that the shareholding reduction rules should be observed; It is clearly forbidden to carry out derivatives trading with the company's shares as the subject matter of the contract, so as to prevent the borrowing of derivatives to achieve a reduction in disguise.

(Financial Associated Press reporter Yan Jun)

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