SFC Focus On The Revision Of Supporting Measures, Preference Shares Landing "Fast"

< < p > recently, < a href= > //www.sjfzxm.com/news/index_c.asp > < < > > > > > > < < > > > > > < < a > > > < < > > > > < < > > > > > < < > > > > < < > > > > < < > > > > < < > > > > < < > > > > > > < < > > > > > > > > > > > > > > > > > > > > > > > > > > > > > < 9 >.

Among them, how to protect the small and medium investors in the process of issuing preferred shares and how to take into account the rights and interests of common shareholders and preferred shareholders is still a matter of concern to regulators.

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< p > < strong > rule refinement < /strong > < /p >.

< p > compared with common shareholders, < a href= "//www.sjfzxm.com/news/index_c.asp" > preferred shares < /a > shareholders have different rights, and the right mechanism is special.

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< p > in the revision of the guidelines for the articles of association of listed companies (revised in 2006) (hereinafter referred to as the "guidelines for articles of association"), the SFC defines the definition of preferred stock, and prompts the company to make a request in the articles of Association regarding the conditions of issuance of preferred stock, whether it can set different priorities in terms of distribution of profits and the right to distribute residual property.

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< p > in the revision of the guidelines of the articles of association and the rules of shareholders' meeting of the listed companies, the SFC clarified the rights of the preferred shareholders.

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< p > generally speaking, the preferred shareholders do not attend the meeting of shareholders' meetings, and the shares held by them do not have the right to vote. Except for the following circumstances, the relevant contents of the articles of association in the articles of association shall be amended; the registered capital of a company will be reduced by more than ten percent at one time or accumulated; the merger, division, dissolution or alteration of the company form; issuance of preferred stock; and other circumstances specified in the articles of association.

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< p > at the same time, in order to ensure that the preferred shareholders can effectively protect their rights when they are not paid dividends, the guidelines of the articles of association require that in the articles of association, when the company accumulates 3 accounting years or 2 consecutive accounting years, the preferred shareholders can resume voting rights until the company pays the dividends in full in accordance with the articles of association.

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< p > < strong > protection of medium and small a href= "//www.sjfzxm.com/news/index_c.asp" > investors < /a > /strong > /p >

< p > the SFC has added a "preferred stock related situation" section to the revision of the annual and semi annual disclosure criteria, calling for "special disclosure" on related matters of preferred stock.

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< p > in the view of regulators, strengthening information disclosure is an important means to protect the rights and interests of small investors.

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< p > according to the new rules, the issue and listing of preferred stock, profit distribution, repurchase or conversion, the relevant situations concerning the resumption of voting rights of preferred stock, the accounting policies and reasons for preferred shares, the total number of shareholders and the situation of the top 10 preferred shareholders need to be disclosed in a prescribed period.

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< p > in addition, by issuing preferred shares as a payment tool for mergers and acquisitions, mergers and acquisitions can trigger different takeover conditions for preferred stock and common stock when triggering the offer obligation.

At the same time, the relevant restructuring documents also need to disclose preference shares.

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< p > however, with the issuance of preferred shares, the structure of shareholders becomes more complicated.

In order to take into account the rights and interests of preferred shareholders and common shareholders, the relevant rules have also been refined to ensure that all shareholders achieve their rights in a fair and orderly manner.

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< < p > > the revised guidelines on the articles of association require the company to explain the cash dividend policy in the prospectus, improve the dividend decision-making procedures and mechanisms, and clarify the priority of cash dividends in the way of profit distribution compared with stock dividends.

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< p > the preferred stock issuance plan of Societe Generale has been considered by the board of directors recently.

As for how to co-ordinate two kinds of shareholders, Tang Bin, Secretary of Industrial Bank's board of directors, believes that for ordinary shareholders, the company has a future dividend commitment to common stock in the shareholder return plan.

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< p > for preferred shareholders, he thinks that protection is concentrated on the rights and obligations of shareholders and the order of dividend distribution, that is, whether dividends paid by preferred shareholders are the prerequisites for dividends payable to common shareholders.

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< p > the Societe Generale Bank plan specifies that "dividends shall not be distributed to the common shareholders before paying the agreed dividends to the preferred shareholders". "If dividends are paid in whole or in part, the dividends of the common stock in the fiscal year shall not be paid".

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