Yuan Jinqiu Jiang Xin's economic reporter of
The official directorates landed 91 days later. On January 30, 2019, the "Continuous Monitoring Measures Listed by Science and Technology Companies" (hereinafter referred to as "Measures") were publicly requested by the Office of the Legislative Affairs Office of the State Council website. The Economist Observer Online reporter will be giving a lot of documents to the sections of the Science and Technology Committee tonight. The deadline for requesting the relevant documents to be considered is 30 days, that is, from January 30 to March 1.
"Measurements" shows that Exchange has implemented a system of Regulatory Rules based on "Operational Opinions", "Measures for Stock Measures" and "Measures", and continues to keep information, mergers and purchases, Continuous incentives, decentralization and other aspects , to develop the rules of implementation that are in line with the company's characteristics. The Science and Technology Corporation must comply with the regulations governing the implementation of the Exchange's regulatory regulations.
"Principles of Continuing Control of Companies Controlled by Science and Technology" by the Chinese Securities Regulatory Committee are as follows:
First of all, they are marketed, the rule of law and internationalization. Measures are strictly followed in compliance with the regulatory framework established by law and regulations and "Decision-making opinions", and the provisions of continuous monitoring are formulated, and the rules of reform, institutional rules and normative logic are consistent. In system design, the role of the market mechanism is emphasized, while respecting the market regulations and reducing the market through the creation of a strong mechanism and price formation mechanism and reducing the current regulatory interventions. At the same time, it is necessary to take into account the backbone of the major domestic and foreign markets markets to attract quality science and technology companies, and to promote a strong institution for the promotion of sustainable science and technology development, and establish an international comparative advantage in continuing scientific and technological monitoring.
The second is the highlight of the rider and innovation. The Science and Technology Council is "a test area". Pilot riders are a major reformer for the stock market problem. It is necessary to have a pilot set of basic systems with a consensus on the market, but the limits of stocks can not be broken. For this purpose, in the design of the system, the management of the reforms of the "Resolutions Review" has been designed with a system and mechanism aimed at daring exploration, control verification, delay, restriction, information dissemination, equitable incentives, etc.
In the third place, learn about the experience of global freight marketers. Most foreign destination markets have been in development for years, a system-wide organization is quite complete and system operation is more efficient. It is an important reference point for the system of continuous inspection of the design. Instead of studying institutional backgrounds, institutional logics and practical functioning, we can learn to do this and use it for myself.
Fourth is the adaptation of domestic capital to market development phases. The home market is still in the phase of transition and transition development, and is the only one in terms of the structure of the investors, the characteristics of the listed companies and the operating rules of the market. The continuous system of supervision of the Science and Technology Council in the system of perfect transplant fully takes into account the market reality, maintains the market stability and recognizes the basic conditions for the protection of investors' interests, especially small and medium-sized investments.
There are eight main points in the main Measure (Trial) content:
(1) Clear the application principles
The Board of Companies continues to regulate the common conditions of ongoing inspection of the listed companies, as well as the special organization of science and technology business associations. For this reason, the General Principles of "Continuous Inspection Measures" clarifies the general principle of the application of the rules, that is to say, the science and technology of companies must be current general regulations, continuous monitoring of listed companies and various obligations, such as information disclosure, openness, law and impartiality principles according to At the same time, since the scientific and technological companies have different characteristics of the general companies and the needs of the reform of the system of registry, they have established specific provisions for specific "continuous control measures". If they do not have compatibility with these rules, they should be applied first.
At the same time, the system of records called "Continuous Inspection Measures" focuses on the principle of continuing monitoring principles and institutional orientation, and the specific rules of consolidation are reflected in the "Trade Standards of Science and Technology Commissions". In addition, "Continuing Regulations" should also be stressed that exchanges should carry out supervisory duties directly, information dissemination and increased market power of the secondary market, increase in-situ inspections, supervise and consult and prevent and combat market manipulation and prevention. Improve the quality of information disclosure of behavior, science and technology in companies.
(2) Corporate governance
According to "Opinion Opinions", companies that have issued shares with special votes votes have the Kechuang Council. This organization organization fully respects the Science and Technology Co., Collaborative practices and development standards, and promotes and promotes entrepreneurship, but brings new problems to corporate governance. At the institutional level disadvantages have to be avoided and avoiding special election rights. Wrong use. "Continuous Inspection Measures" fully develops this principle and Exchange must make the necessary substantial reductions, such as the qualifications of science and technology firms, voting rights, implementation, duration and electoral rights adjustments. Additionally, "Monitoring Monitoring Measures" also highlights the behavioral rules of controllers and controllers of the Science and Technology Co-ordination drivers, according to the governance characteristics of the listed companies.
(3) Information dissemination
Compared to traditional companies, technology and technology models of companies, technologies and products are updated, but there is a greater chance of research and development and lack of operation. It is more difficult for ordinary investors to increase their business value. For this reason, in terms of dissemination of information, we must point out the disclosure of industrial information and operational risks. "Continuous oversight measures" has made specific demands that the company should disclose the business information of the industry and the risk factor in a company that could have a negative impact on industry characteristics. On the other hand, given that the company's business decisions are often faster and more flexible, it helps to improve the commercial competitiveness, "Monitoring Monitoring Measures" at the same time increases the flexibility and tolerance of the information dissemination system, the dissemination of information, news and information and the exception of the rules. you do
(4) Reduction of participation
Following the list of companies in the field of science and technology, the order of shareholder participation is continually difficult in the face of the system of constant regulation. If "Continuous Inspection Measures" is not profitable, the shareholder controllers, real controllers, directors, supervisors, top management personnel and senior technical staff (hereinafter referred to collectively as "specific shareholders") will be adequately involved and authorized the exchange will be authorized. Specify specific rules: properly extend the core technology lock-up period of the group. At the same time, taking into account the practical consequences of the current reduction rules, it is a defense of the technological capital market of the capital stock, and from the science and technology chart guidance, the "continuous monitoring method" is reserved. Reform and innovation is based on market practices based on exchanges, specific shareholders, and risk capital reductions based on the number, proportions and modes.
(5) Main asset restructuring
According to "Operational Opinions", the mergers and acquisitions of Science and Technology Co, SL are exchanges, stock issuance and the implementation of the registry system; At the same time, taking into account the special requirements of industry, technology and other aspects of the Science and Technology Council, companies must meet the needs of asset restructuring. Company requirements with industry and technology, and synergies with the main business.
(6) Equity incentives
Continuous incentives are important tools for science and technology companies to attract talents, retain talent and motivate talents. Similarly, they are an important institutional organization for the capital market for scientific and technological services. "Continuous Inspection Measures" is based entirely on the practice of foreign limited markets and optimizes the existing equity incentive system. First of all, the scope of incentives that could be made of staffing has increased. More than 5% of shareholders and managers of business management and R & D managers may have incentives. The second is to relax the limit of limited stocks, and the company determines the price of its discretion. In the third place, it is easier to establish incentives for equity after the shares have been granted to the satisfaction of the conditions of the beneficiaries. According to the fourth study, the total amount of the total amount of stocks rises from 10% to 20% in the capital incentive plan of the company's equity capital. Additionally, according to the development of the internal market, "Monitoring Monitoring Measures" emphasizes that equity incentives need to be linked to the company's performance and to avoid abnormal situations that the company's management may have to make an incentive contribution beneficial.
(7) Delivery system
The science and technology tables must establish a rigorous delisting system, which is simply a clear requirement for "opinion reviews", but all parties agree on the market. In general, the orientation of the institutions is not only a "broad and rigorous" registration system, but also a lawsuit for the development of a high rate of murder rate in science and technology companies. The "Monitoring Supervision Measures" strictly implements the delisting system. Taking into account the standards of Delisting, it emphasizes the leading illegal delisting, enriches negotiation and regulatory negotiation indicators and optimizes financial delisting targets. Specifically, it is clear that the company does not apply a permanent loss cancellation indicator, the exchange allows the company to formulate a combined delinquent indicator that reflects the continuous performance of the company, and is commercially available for trading based on indicators of transaction indicators. The Delisting Indicator, if the rules were severely interrupted by the order of the market, have not been corrected by the serious rights of investors and have not been corrected in the set deadline, the exchange will end with the list of shares. In terms of the procedure, the science and technology tables are suspended in the list, retrieve and re-list the list and the delisting process is more precise and clear.
In addition to the aforementioned system, "Continuous Inspection Measures" also controls the classification of areas, the use of funds, the shareholder commitment and the legal responsibility of investors.
Companies listed in the cooperative continuing oversight measures (trial)
Chapter I General
In order to standardize the behavior of stock and stock receivables in science and technology companies, the list of the Shanghai Stock Exchange (hereinafter referred to as "exchange") improves the support and guidance of scientific and technological innovation companies and better protection and protection of the rights and interests of investors. The Criminal Law of the People's Republic of China (hereinafter referred to as "Securities Law"), "the Companies of the People's Republic of China" (hereinafter "the Company Law") and "General Directorate of the General State Administration" have sent CSRC to conduct pilot deposits or deposits for innovative companies. "Opinions on the implementation of the Science and Technology Committee of the Circumference and the Technology Committee and the Register of Piloting Systems" have been formulated "and the aforementioned laws and regulations.
Science and Technology (hereinafter referred to as the Corporation for Science and Technology) complies with the current provision of the company's current supervision company. These measures are applicable if the provision of continuous supervision of the current company company is not in accordance with the provisions of those measures.
Article 3 of
The Chinese Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission) supervises and manages science and technology and related entities, in accordance with the Securities Law and other laws and regulations, Implementation Opinions, Measures, and the relevant provisions of the Chinese Securities Commission.
Article 4 of
"Performance Opinions", based on "Stock Measurement Measures", and these Measures, Exchange has established a permanent regulatory system in the science and technology chart, the List Center regulations, continuing information, mergers and acquisitions, equity incentives, elimination, and other aspects Some develop standards of implementation that are consistent with the characteristics of the commitment. The Science and Technology Corporation must comply with the regulations governing the implementation of the Exchange's regulatory regulations.
The exchange will carry out first-line supervisory duties, increase disclosure of information and the secondary market transaction, increase further audits, strengthen supervision and consultation, effectively prevent and address insider trading, manipulate market behavior and use Science and Technology to improve information disclosure quality.
II. Chapter Corporate Governance
Article 5 of
Science and Technology Co., SA must maintain a socially, efficient and transparent governance system and maintain a supervisory mechanism to ensure the standardization of the shareholders' meeting, the board of directors, and the supervisory board, and the directors, directors and senior executives to fulfill their loyal and responsible commitments. , to protect the legal rights of all shareholders and to actively pursue the society. Responsibility for protecting the fundamental rights and interests of the partners.
Article 6 of
The shareholder and current director of Science and Technology Co-ordination will be honest and trustworthy, standardize the rights regulation, fulfillment of commitments, maintain company independence, and protect common interests of the company and shareholders.
Article 7 of
Science and Technology Co., SL must actively return shareholders and formulate and implement shareholder policies, such as cash dividends and share purchases, depending on their conditions and development phases. The exchange may formulate rules for the refund of shareholders.
Article 8 of
Science and Technology Co., SL will establish the title holders of special electoral rights, the proportion of the voting rights of the voting special voters and the share of the voting rights owned by ordinary shares and the shareholder shareholders' voting rights holders. Scope, special voting rights, blocking agreements and transfer restrictions, voting rights and shares of common shares. The provisions of the companies' associations set forth in the above issues shall comply with the relevant provisions of the Exchange.
The exchange will make provision in the conditions of the list, the investor protection of rights of establishment, existence, adjustment, disclosure of information and voting rights.
The term "special voting rights" used in this article corresponds to other types of rights of special votes, in addition to the general categories set forth in Article 113 of Law. The number of voting rights for each particular vote in each ballot is greater than the number of voting rights per common fee. The other shareholders are ordinary shares.
III. CHAPTER IV Dissemination of information
Article 9 of
Science and Technology and information disclosure obligations may disclose all issues that may have an impact on commercial price or investment decisions and ensure security, and ensure that this information is accurate, accurate and comprehensive, and there is no false record or false statement. Or an important annotation.
Shareholders and real drivers will collaborate with the scientific and technological company to meet information disclosure obligations and do not require the science and technology company to hide important information.
Article 10 of
There are major problems in Science and Technology. Immediate disclosure may damage company interests or deceive investors. If you are registered in the information inside the inside information, you can not present it at this time, but ultimately, significant events make up the final decision when the last agreement is signed and the transaction is presented. The Science and Technology Corporation should provide this information immediately, if it is leaked or even more difficult to maintain confidentiality.
Article 11 of
Science and Technology Co., SL needs to inform industry business, especially in the light of other scientific research, scientific research, introduction of scientific research and other industry-related information, to make reasonable decisions by investors.
Article 12 of
The Science and Technology Corporation will explain the risk factors that may have a negative impact on the company's competitiveness, business and future development.
If the company is not profitable, it is advisable to disclose the company's cash flow, business development, talent attraction, group stability, R & D investment, strategic investment, and sustainability of production and operation.
Article 13 of
The company and related information developers believe that important information helps investors to make decisions, but if they are not laws, this information can be disseminated voluntarily.
Science and Technology Co., SL clearly define and complete the information Science and Technology Co., SL does not have any information to affect the company's stock price and monitoring incidents in accordance with the same standard.
Article 14 of
As regards science and technology companies and the obligation to receive information, important information must be released, not only during the negotiation period, but important commercials should be published before the start of the next session, and the disclosure of information may not be replaced in press releases or in the response of journalists.
Article 15 of
The disclosure of information about the exchange of information and exchange information on the Science and Technology Corporation and related disclosures will be applied, which makes it difficult to verify the real situation in business activities, in order to fulfill the obligations of registering important industrial or supervisory requirements. Applicable, should explain reasons and alternatives and hire a law firm to give legal opinions. Chinese Regulatory Values and Change believe that the application should not be adjusted according to the laws, the science and technology companies and related information disclosure obligations will establish appropriate rules.
IV. Chapter Shares reduction
Article 16 of
The shareholder, control director, management, supervisor, senior management and senior technical directorate (hereinafter referred to as "shareholder") shall be profitable at the same time as the scientific and technological action companies, and the time limit specified in the exchange will be determined. .
Article 17 of
The deadline for the blocking of shares in pre-arranged shares by Kutxa technicians will be disseminated correctly and will be determined by exchange.
Article 18 of
After the stockholding expiration shareholder shareholder share, quantity and proportion of shareholder shares shall coincide with the Exchange's regulatory rules.
Article 19. of
If a private shareholder reduces the share of savings shares, the judicial enforcement, the equity agreement, the gift, the exchange of corporate exchange, the stock exchange, etc. will transfer the transferred shares to the exchange of shares. provisions
Article 20 of
If other shareholders of a given shareholding reduce the shareholding of shares, they must meet the appropriate exchange terms.
Chapter V. Restructuring of the main heritage
Article 21. of
The merger and acquisition of the Science and Technology Corporation, which issues stock, is audited by the Changes and is registered by the China Securities Regulatory Commission. For example, inspection rules are specified in exchange.
Article 22 of
The shares in the acquisition of assets or assets of Science and Technology Co., SL underlying assets must match the company's position and have synergies with the company's main business.
VI. Chapter Costly heritage
Article 23. of
If the incentives for the contribution generated by Science and Technology Co., SL are established, fair-value indicators, such as business performance and individual performance, should be established to promote sustainable development of the company.
Article 24 of
Shareholders or real-life drivers may only receive shares of 5% or more of the company's shares, including spouses, parents, children, directors, senior management or other key personnel.
The Science and Technology Corporation must clearly explain the need and rationality of the aforementioned workers to become an incentive point.
Article 25 of
Science and Technology Management grants grants to mobile organizations with incentives, including the values of companies that have the right to receive the capital incentive plan, and is obtained and registered in one, after completing the appropriate conditions.
The assignment and registration of limited values must comply with the relevant provisions of the exchange and securities registry and liquidation institution.
Article 26 of
If the price of the limited company provided by the company is less than 50% of the market price reference, it must meet the relevant exchange rates and explain the price base and the price method.
In accordance with the preceding paragraph, the Science and Technology Cooperative will hire an independent financial adviser to express views on the viability of the participatory incentive plan, the rationality of the pricing principles and the pricing method, whether it is appropriate for sustainable development of the company or not affecting the interests of the shareholders.
Article 27 of
The amount of underlying investments in the company's capital incentive plan will not exceed 20% of the total capital of the company.
Chapter 7 End of the list
Article 28 of
If the business ends the list criteria, the action will end immediately, and the list break, list retrieval and re-listing will not be applied.
Article 29 of
If the company commits itself to fraudulent issues, the disclosure of major information is illegal or other national security, public security, ecological security, production safety, and public health and safety.
Article 30 of
Stocks, stock prices, market value and shares of Science and Technology Co-shareholding companies, when stocks are over, should end stock. Exchange defines standards.
Article 31 of
If the business has lost its ability to continue its operation and if financial indicators touch upon the completion criteria, the shares should be terminated.
The Kechuang Council does not apply the definitive list of uninterrupted breaks and establishes the combination terms that reflect the company's ability to continue the operation. The exchange sets specific criteria.
Article 32 of
If the biggest mistake in the disclosure or standard operation of the Science and Technology Information Company is damaging, the legitimate rights and interests of the investors impair the damage and damage the securities market, ending its stocks. According to the Securities Law, Exchange may make specific provisions in the List Regulations.
Chapter VIII Other issues
Article 33 of
A company that reaches a specific scale appears in Kechuang Management, according to the laws and regulations, according to the China Values Regulatory Committee and the Exchange regulations and independent business affiliates.
Article 34 of
The funds created by Science and Technology Co., SL should be used for the main business, with regard to science and technology innovation.
Science and Technology Co., in cooperation, should establish and improve the use of foundries management system, and the exchange of funds continues according to the Exchange's rules.
Article 35 of
If the company's shareholder and the company's companies, Zientzia eta Teknologia Co, SL commit themselves to the proper functioning of the control and production of Science and Technology Co., SL, and the interests of Science and Technology Co., SA do not belong to Science and the risks of Teknologia Co., SA and by the China Securities Regulatory Committee. The exchange requirement will fill the information disclosure obligation.
Article 36 of
CSRC and its shareholders, real drivers, directors, supervisors, senior management personnel, other information disclosures, information information and other important issues are violated by the Chinese Regulatory Values Committee, Securities Law and other laws and regulations, and China The other relevant CSRCs will be investigated by legal liabilities according to law.
IX. Additional Provisions
Article 37 of
These measures shall be implemented from the date of enforcement.