Listing Corporation corporate restructuring operating practice

  • Time: 2013-08-01 11:03:52
  • Source: SLEEING
  • Hit: 2514

Generally speaking, enterprise restructuring agreement (contract) becomes effective, the parties shall fully perform its own obligations as agreed, and shall abide by the principle of good faith, according to the nature of the contract, to perform the obligations of notification, assistance and trading habits, obligations. The parties, the place of performance etc. was not prescribed or clearly prescribed, the agreement could add; fail to reach a supplementary agreement, determined in accordance with the relevant provisions of the contract or transaction habit.
1, the reorganization of assets management
(1) the strict implementation of the reorganization procedure
A listing Corporation shall, in the general meeting of shareholders to make a major reorganization of assets after the resolution of a public announcement of the decision, and in accordance with the relevant provisions of China Securities Regulatory Commission for documentation, commissioned by the independent financial consultants declaration within 3 workdays of China Securities Regulatory Commission, at the same time report to the dispatched institutions. China Securities Regulatory Commission in accordance with the statutory conditions and procedures for the material assets reorganization has been approved or not approved the decision.
Listing Corporation in China Securities Regulatory Commission received notice board held working meeting to examine its application for material asset reorganization, it shall immediately give notice, and apply for the merger and reorganization committee work session until the voting results before the disclosure of the suspended matters. Listing Corporation for suspension time is generally not more than 5 trading days. If necessary, can apply for an extension, the extension of each time period of suspension is not more than 5 trading days, but the total period of suspension shall not exceed 30 days.
Listing Corporation received in the merger and reorganization Commission on its application for material asset reorganization of the voting results, should be in a public announcement of the voting result and apply for the resumption of trading. The announcement shall state, the company received the China Securities Regulatory Commission approving or disapproving decision will then notice.
The listing Corporation received the China Securities Regulatory Commission the material assets reorganization has been approved or not approved after the decision, he shall make a public announcement on the next day. China Securities Regulatory Commission approved the decision of approval, the listing Corporation shall in the notice at the same time, in accordance with the relevant provisions on information disclosure documents supplementary disclosure.
China Securities Regulatory Commission approved the application for major asset restructuring of the listing Corporation, the listing Corporation shall timely implementation of the restructuring plan, 3 working days to prepare the report on the implementation and to the implementation date of the end of China, to the CSRC and its dispatched institutions, securities exchange, submit a written report, and make a public announcement.
The China Securities Regulatory Commission issued shares to buy assets for listing Corporation, the listing Corporation shall make public announcement on the transfer of the ownership of the related assets completed within 3 working days after the Chinese, and to the CSRC and its dispatched institutions to submit a written report. The listing Corporation to complete the announcement prescribed in the preceding paragraph, the report, to the securities exchanges, securities registration and Clearing Corp as a specific object of shares subscribed for securities registration.
Upon receipt of the China Securities Regulatory Commission within 60 days of the date of the approval document, the major asset restructuring is not implemented, the listing Corporation shall in time after the expiration of a working day will implement the progress report of the China Securities Regulatory Commission and its dispatched offices, and shall make a public announcement; then every 30 days notice should be at a time, until the completion of. More than 12 months has not completed, the approval document of failure.
(2) to strengthen information management
Listing Corporation transactions and other preliminary consultations on the material assets reorganization, it shall immediately take the necessary and sufficient confidentiality measures, formulate strict and effective confidentiality system, define the distribution scope of relevant sensitive information. Listing Corporation and the dealing party retain securities service institutions, shall immediately sign a confidentiality agreement with the securities agencies employ.
Listing Corporation, the implementation of planning a major reorganization of assets, the obligors relating to the information disclosure shall be fair disclosure of relevant information may have a greater impact on the stock prices of listing Corporation to all the investors, not selectively to specific objects leaked ahead.
Other relevant institutions and personnel listing Corporation shareholders, actual controllers and participate in a major reorganization of assets planning, reasoning, decision-making, should be timely, accurately to the listing Corporation to report the relevant information, and timely, accurate, complete with the listing Corporation of disclosure. The listing Corporation was informed of price sensitive information, it shall timely apply to the stock exchange for suspension and disclosure.
Listing Corporation is the material assets reorganization in plan to secure or has already been leaked, it shall apply to the stock exchange for suspension in a timely manner, until the true, accurate, complete disclosure of relevant information. During the suspension period, the listing Corporation shall at least a weekly publication event announcement on the progress of.
Listing Corporation stock price abnormal fluctuations due to a major reorganization of assets to market rumors, the listing Corporation shall apply to the stock exchange for suspension in a timely manner, that there is no reorganization matters that affect the stock prices of listing Corporation and clarified, not to the matters related to deposit does not perform the obligation of information disclosure on the grounds of uncertainty.

2, debt management
(1) according to the accounting treatment
Debt restructuring after the signing of the agreement, the debtor according to the provisions of the agreement, to continue the business for rectification of the enterprise, in the prescribed time, and pay off the debt. The debtor in the repayment of debts, should carry out different accounting treatment in accordance with the different settlement.
(2) the disclosure reorganization information
The debtor shall disclose the following information related to debt restructuring in the notes: debt restructuring; debt restructuring gains total confirmed; the conversion of debt into equity in capital (or capital) to increase the amount; or amount; method and basis for determining the fair value of the fair value of the debt restructuring of the non cash assets the fair value of the shares converted by the debt, and the modification of other terms of the debt the debt after the.
3, share repurchase management
Listing Corporation make a resolution to buy back shares after the repurchase plan, shall open a special account monitoring by the stock exchange repurchase with the securities registration and clearing institution; the account can only be used to buy back shares, repurchase of shares shall be locked, do not sell. The share repurchase bidding, the listing Corporation shall announce the repurchase report within 5 working days of receipt of the China Securities Regulatory Commission no objection letter after the repurchase of shares; by means of tender offer, the listing Corporation shall make an announcement within two working days of receipt of the letter of unanimity, and announce the repurchase Report before implementing the repurchase plan. Listing Corporation in the repurchase report at the same time, the legal opinions shall be announced.
The listing Corporation shall implement the buyback plan in the buyback period. Listing Corporation from the expiry of the repurchase 3 months did not implement the buyback plan, the board of directors shall cause has failed to effect the repurchase announcement. Expiry of the repurchase or buy back program has been implemented, the company should stop the repurchase behavior, cancel the dedicated buyback account, notice, report for modification of shares in two working days, and shall within 10 days of the cancellation of the repurchase of shares, change of business registration. The repurchase of shares lose their rights since they specialized repurchase account from the date of transfer to the listing Corporation. Listing Corporation in the calculation of the relevant indicators, it shall deduct from its total share capital the quantity of shares that have been bought back.

 

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