Original title: 12 months before the IPO declaration, the surprise shareholding should be locked for three years?The key depends on the starting time
Summary
[In the 12 months before the IPO application, the surprise shareholding will be locked for three years? The key depends on the calculation time]The CSRC stated that strengthening the supervision of shareholder information disclosure of companies to be listed is an important measure for the CSRC to thoroughly implement the spirit of the Central Economic Work Conference and implement the work deployment of “preventing the disorderly expansion of capital”, which will help prevent “shadow shareholders” The issue of “making wealth” in violation of laws and regulations will further improve the quality of listed companies from the source and effectively maintain the “three public” order of the capital market. (The Beijing News)
The Securities Regulatory Commission said it strengthened the proposed listingenterpriseshareholderInformation disclosure supervision is the key to the deep implementation of the central economicthe workmeetingSpirituality and the implementation of important measures to “prevent the disorderly expansion of capital” will help prevent “shadow shareholders” from illegally “making wealth” problems, and further enhance the listing from the sourcethe companyQuality, and effective maintenance of capitalmarket“Three Ducal Ministers” order.
On February 5, the China Securities Regulatory Commission issued the “Guidelines for the Application of Supervisory Rules-Information Disclosure of Shareholders of Companies Applying for Initial Listing” (hereinafter referred to as the “Guidelines”) to strengthen the supervision of shareholders of companies to be listed. “Shadow shareholders”,Surprise shareholdingAnd other behaviors.
The China Securities Regulatory Commission stated that strengthening the supervision of shareholder information disclosure of companies to be listed is an important measure taken by the China Securities Regulatory Commission to thoroughly implement the spirit of the Central Economic Work Conference and implement the work deployment of “preventing the disorderly expansion of capital”, which will help prevent “shadow shareholders” from illegal activities. The issue of “rich” will further improve the quality of listed companies from the source, and earnestly maintain the “three public” order of the capital market.
In addition, with regard to the supervision of unannounced shareholding behavior, the “Guidelines” require those who invest in shares within 12 months before submitting the application.New crotchEast locks shares for 36 months, and requires intermediaries to fully disclose and verify the relevant information of the new shareholders. This provision pushes the confirmation of the timing of the surprise shareholding from 6 months before the IPO application to 12 months, triggering discussions in the industry.
It is clear that the timing of the surprise share purchase is extended within 12 months before the IPO declarationinvestmentthe term
Surprise share purchase refers to the situation of obtaining company shares within a certain period of time before the listing application.Investing in a company or acquiring shares at a low price before the company’s listing, and obtaining huge benefits after listing, may exist behindPower-for-money transaction, The transfer of benefits and a series of issues.
Previously, my country’s regulatory authorities have always adopted a mandatory lock-up period for shares acquired by shareholders before the issuer’s listing. However, the relevant rules regarding the lock-up period for surprise shares are scattered in various systems, regulations and business rules. The regulations of different sectors are also different, mainly due to the different standards for the confirmation of surprise shares. For example, the main board and the small and medium-sized board previously defined surprise shares as “within 12 months before the prospectus was published.”Capital increaseShareholders who have expanded their shares.
In 2019Science and Technology Innovation BoardAfter the first pilot registration system began, unified rules for surprise shareholding began, and the timing of surprise shareholding was unified as 6 months before the IPO application.
On March 25, 2019, the China Securities Regulatory Commission issued the “Answers to Several Questions about the Initial IPO Business”, which clarified that if the capital increase and share expansion are carried out within 6 months before the declaration, theHolderIt should be promised that the newly added shares will be locked for 3 years from the date when the issuer completes the registration procedures for the industrial and commercial change of capital increase and share expansion.
The Shanghai Stock Exchange issued on March 24, 2019, the “Shanghai Stock Exchange Science and Technology Innovation Board Stock Issuance and Listing Review Questions and Answers (2)”, according to the report, the holders of the newly-added shares should undertake to: The new shares will be locked for 3 years from the date when the issuer completes the registration procedures for the industrial and commercial change of capital increase and share expansion.
Start a businessAfter the reform of the board and the pilot registration system, the rules on surprise shareholding are also consistent with the science and technology board. On June 12, 2020, the Shenzhen Stock Exchange issued the “Shenzhen Stock ExchangeThe Questions and Answers on the Review of Initial Public Offerings and Listings of Stocks on the Growth Enterprise Market clarified that shareholders who have invested in shares within 6 months before the declaration will be locked for three years from the date of the registration of changes in industry and commerce.
A formerSponsor representativeThe Beijing NewsshellThe financial reporter said that before the implementation of the registration system, the three-year lock-in rule for shareholders who invested in shares within the 12 months before the IPO has been implemented. The new regulations of the China Securities Regulatory Commission have returned to the previous state.In addition to this move, it can invest in assaultarbitrageIn addition to some crackdowns, it can also extend the investment period of investment institutions such as PE. Previously, the Science and Technology Innovation Board set the time for surprise shares to be 6 months before the IPO application because of the last round of financing before the listing.priceIt has already gone up, and the uncertainty of the lock-up for 36 months is even higher, which is not good for PE shareholders. This is also the reason for the change back this time, extending the investment period of PE, hoping that they can be more cautious when making decisions.
It should be noted that the starting time to surprise shareholders is not related toControlling shareholderSame lockup period
It’s worth noting that the lock-in for three years does not mean surprise shareholders and controlling shareholders,Actual controlThe lock-up period for people is the same, because the lock-up period starts at different times.
The “Guidelines” stipulate that if the issuer submits an application for a new shareholder within 12 months, the new shareholder shall undertake that the new shares held by it shall not be transferred within 36 months from the date of acquisition.
In other words, the lock-up period for surprise shareholders is calculated from the date of completion of the industrial and commercial change registration, while the lock-up period for controlling shareholders and actual controllers is calculated from the date of listing of the company. After the surprise shareholder acquires the shares, it is necessary to submit a listing application, review, andGo to meeting, Registration, issuance, etc. Therefore, it is possible that the company can transfer the shares sooner after the company’s listing.
For example, if an investor takes a stake in a company on February 6, 2021, and 8 months later, that is, on October 6, 2021, the company submits an IPO application, then the investor is a surprise shareholder and its holdings The shares should be locked for three years, and the lock-up period is from February 6, 2021 to February 6, 2024.
Suppose that after the company submits the IPO, it takes 9 months to complete all the review and registration procedures, and obtain the registration approval on July 6, 2022. If the company issues quickly and is listed within one month, that is, listed on August 6, 2022, the shares of the controlling shareholder and actual controller will be locked from this time, and the lock-up period is from August 6, 2022 to August 2025. 6th. At this time, the lock-up period for assaulting shareholders has passed 18 months, and it only needs to be locked for another 18 months after listing.
The registration approval is valid for 12 months. If a company chooses to postpone the issuance after obtaining the registration approval, the lock-up period for surprise shareholders after the company’s listing will be shorter, even the same as the lock-up period for non-controlling shareholders (that is, lock-up for one year).
The aforementioned sponsor representative told reporters that now the IPO review time and registration time have been lengthened, and coupled with the statutory 12-month lock-up period, it takes about 22 to 24 months from application to unlock. Therefore, the effect of lock-up for 36 months from the date of acquiring the shares is not too great. If shareholders are really more concerned about the confirmation of the timing of the surprise purchase, the company can also postpone the declaration, so that shareholders who have purchased shares within 12 months will not be counted.
Judging from the current review time of the Sci-tech Innovation Board and ChiNext, the current enterprise audit, meeting and registration time is obviously longer than that of the initial stage of the Sci-Tech Innovation Board. The sci-tech innovation board companies that received approval in February this year were basically accepted between April and June last year, and it took about 8-10 months from application to completion of registration. The GEM is similar.
At the same time, the GEM currently has a large number of IPO projects under review. As of February 6th, a total of 545 companies have been accepted, and only 95 have received registration results, except for 35 companies that have suspended reviews and 37 companies that have terminated reviews. Nearly 400 companies are still in the process of IPO review, meeting and registration.
Some people in the industry speculate that under the huge review pressure, the new regulations may be a signal that the regulators hope to reduce IPO filings.
(Source: Beijing News)
(Editor in charge: DF537)
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