State Department guidance on carrying out a pilot preference shares

Date:2012年12月20日 15:27

State Department guidance on carrying out a pilot preference shares
Guo Fa [ 2013 ] No. 46 provinces, autonomous regions and municipalities , wagons, directly under the agency :
In order to implement the party's 18 , eighth plenary meeting spirit , deepen financial reform, support for the real economy , in accordance with the Companies Act decision , the relevant provisions of the Securities Law , the State Council to carry out a pilot preference shares . Preference shares carry a pilot , is conducive to further deepen the reform of enterprises into stock companies , providing flexible financing tool for issuers directly , optimize financial structure , promote corporate mergers and acquisitions ; favor of the rich variety of securities to provide investors with a diversified investment channels , improve proportion of direct financing to promote the stable development of the capital market . Preference shares for the safe and orderly conduct of pilot , now make the following guidance.
First, the rights and obligations of preference shareholders
Meaning ( a ) preference shares . Preference shares is in accordance with the Act , in addition to the general provisions of the common types of shares , as otherwise provided in other classes of shares , the holders of preference shares to ordinary shareholders of profits and distribution of the remaining assets of the company , but the right to participate in decision-making and management by the restrictions.
Except as otherwise provided in this guidance outside preferred shareholders rights , obligations and manage Preference Shares shall comply with the provisions of the Act. Allowed to issue preference shares during the pilot have different priorities in the distribution of dividends and surplus property , but allowed to issue preference shares with different settings on other terms .
(B ) priority in the allocation of profits . Preferred Shareholders in accordance with the agreed dividend coupon rate, in preference to ordinary shareholders allocated corporate profits. The Company shall be paid in the form of cash dividends to preferred shareholders , agreed prior to full payment of dividends , the profit may be distributed to common shareholders .
Companies should be clear in the company's articles of association following : ( 1 ) preferred stock dividend rate is fixed or floating rate dividend dividend yield and dividend yield of the corresponding level clearly fixed or floating dividend rate calculation. ( 2) In the case of post-tax profits available for distribution whether profits must be allocated . ( 3 ) If the company can assign the current fiscal year due to lack of profits without full payment of dividends to preferred shareholders , the difference is accumulated to the next fiscal year. ( 4 ) Preferred Shareholders in accordance with the agreed allocation of dividend yield dividends to ordinary shareholders are entitled to participate together with the remainder of the profit distribution . Other matters ( 5 ) preference shares of profit distribution involved.
(C ) priority allocation of surplus property . When the company for reasons dissolution and bankruptcy liquidation company property surplus property in accordance with the Act and the relevant provisions of the settlement of bankruptcy law after the priority should be to pay dividends and the liquidation amount of undistributed Association agreed to preference shareholders , not enough distributed according to the proportion of preference shares paid shareholders .
(D ) Conversion of preferred shares and repurchase. Company may provide in its articles of association to convert preference shares into ordinary shares of the issuer to repurchase preferred stock condition , price and ratio. Conversion option or the exercise of the repurchase option may be specified by the issuer or the preferred shareholders . Issuers required to repurchase preferred stock , dividends owed ​​must be paid in full , but excluding preferred shares issued by commercial banks to replenish capital . After the repurchase of preferred shares corresponding writedowns total outstanding preferred shares .
(E ) the voting rights restrictions . Except as described below , preferred shareholders do not attend the shareholders' meeting , held shares without voting rights : ( 1 ) amend the Articles of Association related content preference shares ; ( 2 ) or a total reduction of the registered capital of more than ten percent ; ( 3 ) the merger, division , dissolution or change of corporate form ; ( 4 ) the issue of preference shares ; other situations ( 5 ) the company 's articles of association . Resolution of these matters , in addition to common shareholders is subject to the meeting (including the right to vote to restore the preference shareholders ) holding more than two-thirds of the voting rights , but also subject to the preference shareholders attending the meeting (without voting rights restored more than two-thirds of preferred shareholders ) voting rights held .
( Vi) the voting rights restored. Accumulated three fiscal years , or two consecutive fiscal years fails to agree to pay preferred stock dividends , preferred shareholders are entitled to attend the general meeting , the right to vote shares of preferred stock per the articles of association . For dividend preference shares can be accumulated to the next fiscal year , the company voting rights restored until full payment owed ​​dividends. For non-cumulative preferred stock dividends , voting rights restored until the company paid in full year dividend. Articles may provide for other cases preferred shares voting rights restored.
( Vii) Type of shares associated with the calculation . When the following calculation stake , only ordinary shares and voting rights is calculated recovery of preferred stock : ( 1 ) Article 101 , the request to convene an extraordinary general meeting in accordance with the Companies Act ; ( 2 ) According to Article 102 of the Companies Act convene and preside over the meeting; ( 3 ) according to Article 103 of the Companies Act , the proposal submitted by the temporary shareholders' meeting ; ( 4 ) In accordance with Article 217 of the Companies Act , finds the controlling shareholder.
Second, the preferred stock issuance and trading
(Viii ) the issuer range. Issuer public offering of preferred shares is limited to the provisions of the Commission listed companies , non-public issuance of preferred stock of the issuer is limited to listed companies ( including overseas listed companies registered in the territory ) and non-listed public companies.
( Ix) the conditions of issue . Preference shares issued by the Company shall not exceed 50 percent of the total ordinary shares and financing amount shall not exceed fifty percent of net assets before the issue has been repurchased , the conversion of preferred shares are not included in the calculations. Other conditions are publicly listed companies to issue preference shares and non-public issuance of preferred stock with the applicable requirements of the Securities Act . Unlisted public company non- public offering of preferred shares stipulated separately by the Commission .
(J ) public offering. Company's public offering of preferred stock shall be specified in the articles of association of the following: ( 1 ) adopt a fixed dividend rate ; ( 2 ) in the case of the case of after-tax profits available for distribution of dividends to preferred shareholders must be allocated ; ( 3 ) not to full payment of dividend preference shareholders of the difference shall accumulate to the next fiscal year ; ( 4 ) the preference shareholders dividend yield after the agreed allocation of dividends to ordinary shareholders no longer participate together with the remainder of the profit distribution . Commercial banks to issue preference shares to replenish capital , may subsections (2 ) and ( 3) matters separately.
Transfer (k ) trading and registration depository . Preference shares on the stock exchange should the national SME share transfer system or transaction or transfer of securities trading in other places approved by the State Council . Preferred Stock shall be the China Securities Depository and Clearing Corporation centralized registration depository . Investors in preferred stock transactions or transfer of part of the standard shall be consistent with the issue link.
( Xii) the information disclosed. Rights and obligations of the company should be a detailed description of preferred shareholders in the offering documents , and fully disclose the risks . At the same time , should be required to be true, accurate , complete, timely and fair disclosure or provide information , not a false records , misleading statements or material omissions.
Acquisition ( XIII) . Preference shares can be used as means of payment mergers and acquisitions . Listed companies offer applies to all the shareholders of the acquired company , but it can make a different acquisition conditions for the preference shareholders and ordinary shareholders . When calculating the acquisition of listed companies held by the proportion of the issued shares , as well as calculated in accordance with Article 88 of the Securities Act and Article 96 of the tender offer obligation is triggered under the Securities Act Article 86 , the right to vote is not restored , excluding preference shares enter the amount and total equity holdings .
(Xiv ) the amount related to the calculation and holdings . Holdings when calculating the amount of the following calculation only ordinary shares and preferred shares voting rights restored : ( 1 ) In accordance with Article 54 of the Securities Act and Article 66 , the list of the most recognized company shares held by the top ten shareholders and shareholding amounts ; ( 2 ) under the Securities Act Article 47 , Article 67 and Article 74 , finds more than five percent of shares held by the company 's shareholders.
Third, organizational management and supporting policies
( Fifteen ) to strengthen the organization and management . Commission should strengthen coordination and cooperation with relevant departments , actively and steadily organizations Preferred Stock pilot. Specific provisions of the Commission shall be under the Companies Act , the Securities Act and this guidance , develop and pilot preference shares issued guidance to improve self-regulatory organization of securities related business rules.
Commission should strengthen market supervision , urging the company to fulfill disclosure obligations seriously and urge agency honesty , diligence , investigate and punish illegal activities , to effectively protect the legitimate rights and interests of investors .
( Xvi) supporting policies to improve . Preferred stock related to the accounting treatment and financial reporting should follow the Ministry of Finance issued Accounting Standards and other relevant accounting standards. Investment income dividends, preferred stock dividends and other investment companies to get in line with the conditions of the tax law , as corporate income tax revenues. National Social Security Fund , the proportion of preferred shares are not annuity investment securities varieties existing restriction on investment ratio , specific policies formulated by the competent department of the State Council. Foreign ownership of ordinary shares and preference shares to calculate the combined foreign trade access management. The pilot needs to develop supporting other policy matters , according to the progress made ​​by the Commission of pilot and commercial departments handled significant matters reported by the State Council .

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