Original title: Shandong Province Local Financial Supervision Administration on the issuance of "Shandong Province unlisted public companies norms confirmed guidelines" notice
Since 2013, the State Council, the China Securities Regulatory Commission on the listing of unlisted public companies and related norms to further a series of policies and regulations to unlisted public companies into the rule of law track of the normative development and supervision and management of unlisted public companies. The Decision of the State Council on Relevant Issues of the National Small and Medium-sized Enterprises Share Transfer System (Guo Fa [2013] No. 49) stipulates that the shares of unlisted public companies may be publicly listed and transferred in the National Small and Medium-sized Enterprises Share Transfer System (hereinafter referred to as the National Share Transfer System), and that the listed companies shall be included in the supervision and management of unlisted public companies in accordance with the law. Decision on Amending the Measures for the Supervision and Administration of Unlisted Public Companies (Decree No. 161 of the China Securities Regulatory Commission) and Guidelines for the Supervision of Unlisted Public Companies No. 4 - Guidelines for the Examination of Issues Relating to the Application for Administrative License by Unlisted Joint Stock Companies with More Than 200 Shareholders ( China Securities Regulatory Commission Announcement [2013] No. 54), which clarify the policies and regulations on the supervision, listing and directional issuance of unlisted public companies. For unlisted companies with more than 200 shareholders (hereinafter referred to as 200-member companies), they may apply to the CSRC in accordance with the procedures for administrative licenses such as public offering of shares and listing on stock exchanges, and listing and public transfer of shares on the national share transfer system; when applying for the administrative licenses, it is necessary to submit the confirmation letter issued by the provincial people's government in accordance with the regulations. In order to do a good job of non-listed public companies to regulate the confirmation of the work, according to the relevant state laws and regulations and policies, the province will now non-listed public companies to regulate the confirmation of the relevant matters are clear as follows:
One of the norms to confirm the scope of the work
In accordance with the "Securities Law" "on the revision of the" supervision and management of non-listed public companies "decision" "supervision of non-listed public companies Guidelines No. 4 --The unlisted companies with more than 200 shareholders to apply for administrative licensing of unlisted stock limited company audit guidelines on relevant issues" and the relevant provisions of the listing of enterprises, there have been certain problems in the history of the need to regulate the confirmation of the unlisted public companies are mainly the following categories:
(a) public offering of companies
Before the implementation of the Company Law on July 1, 1994, the unlisted joint-stock companies that were authorized by law to issue shares to the public.
(B) Directed Collection Company
1. A joint-stock limited company established by way of directed collection in accordance with the "Pilot Measures for Joint-Stock Enterprises" and "Opinions on the Regulation of Joint-Stock Limited Companies" issued by five ministries and commissions of the former State Reform and Development Commission on May 15, 1992, respectively.
2. Directed-raising joint-stock limited companies with shares held by internal employees established between April 3 and July 1, 1993, in violation of the law.
3. Directed-raising joint-stock companies established in accordance with the "Regulations on the Administration of Internal Employee Shareholding in Directed-Raising Joint-Stock Companies" issued on July 1, 1993 by the former National Sports and Reform Commission.
4. Joint-stock limited companies that were regulated in accordance with the Company Law at the end of 1996, confirmed by the provincial people's governments, and re-registered in accordance with the law.
(3) In accordance with the "General Office of the State Council forwarded to the Securities and Futures Commission on the "cleanup and rectification of over-the-counter illegal stock trading program" notice" (State Council [1998] No. 10), cleanup and rectification of securities trading venues, "under the cabinet," the formation of the shareholders of more than 200 people of the company.
(D) shares are not centralized registration and trusteeship of the 200-member company.
(v) Other 200-member companies that need to be recognized by the provincial government.
Application for administrative licensing 200-member company's controlling shareholders, actual controllers or important controlling subsidiaries also belong to the 200-member company, should refer to the requirements of this guide to regulate.
Two, standardization requirements
200-member company for the application for public offering of shares and listed on stock exchanges, listed in the national stock transfer system for public transfer of shares, the need for the provincial people's government to issue a letter of confirmation of the norms of the formation of its shareholding and the operation of the company's compliance should be in line with the following requirements:
(a) the company was established in accordance with the law and legally survived
1.200-person company do not violate the explicit prohibitions of the laws and regulations at the time and are currently in a state of legal existence. City commercial banks, rural commercial banks and other banking joint-stock companies are in accordance with the requirements of the Circular on Regulating Internal Employee Shareholding in Financial Enterprises (Caijin [2010] No. 97) and the Notice on Issues Relating to the Increase of Shares Issued by Unlisted Commercial Banks with More Than 200 Shareholders (Zheng Jian Fa [2018] No. 24) of the China Securities Regulatory Commission (CSRC) and China Banking Regulatory Commission (CBRC) and the relevant regulatory regulations Implementation.
2. Where the establishment of a 200-member company and successive capital increases require approval in accordance with the law, they shall be approved by the authorized authorities.
3. The 200-person company shall be free from misrepresentation, inaccurate capital contribution, chaotic shareholding management in the process of share formation and transfer, and shall be free from major lawsuits and disputes as well as major risks and hidden dangers. Standardized operation in accordance with the law, the company and its controlling shareholders, actual controllers in the last three years, there is no corruption, bribery, embezzlement of property, misappropriation of property or criminal offenses against the order of the socialist market economy, there is no fraudulent issuance, major disclosure of information in violation of the law, or other major violations of law relating to the areas of national security, public safety, ecological safety, production safety, public health and safety, the last 12 months No administrative penalty has been imposed by the CSRC within the last 12 months, and there is no unauthorized or disguised public offering of shares.
4.200Person company shall explain the shareholding structure and its compliance, and disclose in detail the names of controlling shareholders, de facto controllers, the top ten shareholders and other shareholders holding more than 5% of the shares, the number and proportion of shares, the nature of the shareholders, and the affiliation between the shareholders. If the controlling shareholders and de facto controllers hold shares directly or indirectly with pledges or other disputes, the details shall be stated.
5.200 companies should explain the historical development and its compliance, mainly including: the way of establishment, promoters and their affiliation, the formation of share capital and its changes since the establishment, major asset reorganization since the establishment and changes in the actual controller.
The establishment, capital increase, share formation, share transfer and other irregularities of the 200-member company shall be rectified and standardized to meet the requirements of laws and regulations, and the controlling shareholders and actual controllers shall make a commitment to bear the relevant consequences, which shall be confirmed by the people's government of the local municipalities and explicitly bear the corresponding responsibilities.
(ii) clear equity
The clear equity of the 200-member company refers to the real and effective equity formation, clear ownership and clear equity structure. Specific requirements include:
1. Equity ownership is clear. 200-member companies should set up a register of shareholders and orderly management, shareholders, the company and related parties have no objection to the attribution of shares, the number of shares and the proportion of shares held. If there are situations such as trade unions or employee shareholding associations holding shares on behalf of employees, entrusted shareholding, trust shareholding, as well as indirect shareholding through "shareholding platforms" (referring to partnerships, companies, and other shareholding entities solely for the purpose of shareholding), they should be regulated in accordance with the relevant provisions.
2. There are no major disputes, disputes or potential disputes over the ownership of shares between the shareholders and the company, among the shareholders, or between the shareholders and third parties.
3. The shareholders' capital contribution behavior is true and there is no significant legal defect, or the relevant behavior has been effectively regulated and there is no risk potential.
4. Corroboration of rights. 200-member companies shall corroborate the rights to the shares, and clarify the ownership of the shares by means of notarization and witnessing by lawyers. Apply for a public offering and listed on the stock exchange, the number of confirmed shares should reach more than 90% of the total number of shares (including 90%); apply for listing in the national share transfer system for public transfer, the number of confirmed shares should reach more than 80% of the total number of shares (including 80%). The part of the shares that have not been authorized shall be set up as a trustee account, managed in a special account, and the main body of the responsibility for disclosure shall be clearly disclosed.
5. Share escrow. Shares shall be entrusted to the provincial government and relevant departments approved the establishment of the share trusteeship institution for centralized trusteeship, and the share trusteeship institution issued by the share trusteeship situation. Equity registration and trusteeship institutions is to accept the guidance and management of the relevant government departments, specializing in unlisted joint-stock companies or other business equity registration and trusteeship and related business professional intermediary service institutions, according to the actual situation of the existing equity registration and trusteeship institutions, unlisted joint-stock companies in the province, equity registration and trusteeship work by the Qilu Equity Trading Center Limited, Shandong Property Rights Registration Co. Ltd. and Qingdao Blue Ocean Equity Exchange Co.
(3) Standardized operation
The 200-member company continues to operate in a standardized manner, and there is no bankruptcy risk such as insolvency or obvious lack of solvency.
(IV) Sound Corporate Governance and Information Disclosure System
The 200-person company shall have established a sound corporate governance mechanism and systems for fulfilling its information disclosure obligations in accordance with the relevant provisions of laws and regulations.
The 200-member company that is not listed on a stock exchange or listed on the National Stock Transfer System for public transfer of shares shall be regulated in accordance with the relevant requirements for the supervision of unlisted public companies in order to lay the foundation for future access to the capital market.
Third, the confirmation process
200-member companies applying for the provincial government to issue a letter of confirmation of norms should fulfill the following procedures:
(a) 200-member companies should firstly regulate and rectify themselves in accordance with the national laws, regulations and policies and the provisions of this guideline to meet the requirements of norms confirmation.
(ii) Lawyers, accountants, brokerage firms, equity custodians and other relevant social intermediaries issue relevant opinions or special notes.
Lawyers' legal opinion shall include at least the following: the establishment of the company, the formation of equity and its changes, the company's actual controller, controlling shareholders, the top ten shareholders and other shareholders holding more than 5% of the shares in the last two years, the equity pledge or other disputes, the equity specification, the current status of the equity of the lawfulness of the legal and compliance of the concluding observations, etc..
The opinion letter of the accounting firm is mainly to issue a special review report on the company's capital contribution, which shall include at least the following contents: the review of the company's capital contribution for the establishment and successive capital increases and the conclusion of the validation.
The brokerage firm's report on the issuance of listing and listing shall include at least the following contents: report on the relevant work of the company, the company's compliance with national laws, regulations and policies, and the company's compliance with the unlisted public company shareholding norms, etc. The report shall include the following contents.
The certificate of custody issued by the share custodian shall include at least the following contents: the time of custody of the company's shares, the number of shares that should be custodied, the actual number of custodianship, the time of completion of the custodianship, and the number of un-custodianized shares and their proportion to the total share capital.
(c) the municipal people's government to report to the provincial government to regulate the confirmation of the application documents. Application documents should include at least the following: the company's share issuance, approval, trusteeship, standardization of the process and compliance statement; share issuance process problems; shares have been cleaned up, explain the relevant clean-up; whether there are potential pitfalls, etc.; a clear commitment to bear the corresponding management or disposal responsibility; the company to confirm the application for the preliminary examination of the views of the company, etc..
(d) the reported documents. 200 companies to the provincial government to apply for confirmation of the equity normative documents reported materials list is as follows:
1. business license of the company's legal person;
2. the company on the process of equity formation of the special report;
3. controlling shareholders of the company, the actual controller of the relevant commitment;
4. the establishment of the previous capital increase, the transfer of shares of previous Approval documents for the establishment, capital increase and share transfers;
5. Special legal opinion issued by a law firm;
6. Capital verification report issued by an accounting firm qualified for securities practice;
7. Report on the work of a brokerage firm;
8. Letter on the centralized custody of the company's shares issued by a share custodian organization;
9. .Application documents reported to the provincial government by the municipal government of the district where the registered office is located;
10.Relevant approval documents to be submitted if the company belongs to a state-owned enterprise or a collective enterprise that has been restructured;
11.Other required documents and specifications.
Four, Other Matters
The Guidelines shall be interpreted by the Provincial Local Financial Supervisory Bureau. These guidelines shall come into force on December 9, 2021, valid until December 8, 2026 year. The Shandong Provincial Financial Work Office on the issuance of & lt; Shandong Province unlisted public companies standardized confirmation guidelines & gt; notice" (Lu Jinbanfa [2014] No. 4) is repealed at the same time. If the China Securities Regulatory Commission (CSRC) has other regulations on the supervision and management of unlisted public companies, the regulations shall apply.
Interpretation of the "Shandong Province unlisted public companies normative confirmation guidelines"
