CSRC issues provisional rules raising threshold for additional share offers
The China Securities Regulatory Commission has published a set of regulations raising the threshold for companies seeking to launch additional share offers and is seeking opinions from the securities industry on the possible implementation of the regulations.
Under the rules, companies can only launch additional share offers if their weighted average return on net assets for the previous three accounting years is no less than 10 pct, and if their weighted average return on net assets in previous accounting year is no less than 10 pct.
When calculating its return on net assets, the company must use whichever figures are lower -- the weighted average return on net assets or the weighted average return after exclusion of extraordinary items.
The company may only launch an additional offer if its gearing is above the average level for all listed companies in the same industry.
The company must also show that it has achieved 70 pct completion of previous investment projects funded via previous share issues.
If a company intends to launch an additional offer in which the quantity of offered shares exceeds 20 pct of the company‘s existing issued shares, the firm must have the approval of more than 50 pct of the holders of its listed shares.
The company must also show that there have been no problems with its management structure over the past year and must show that its accounting policy has been consistent and it does not have large debts.
It must also show that it has not deviated by a large degree from investment plans outlined in previous share offer prospectuses.
If a company company‘s earnings drop by 50 pct or more after an additional offer, the offer‘s main underwriter will have its underwriting business curtailed or suspended.
If a company already has approval to launch an additional offer, but does not qualify to launch an offer under the new rules, the firm may switch to launching a rights issue as long as it meets the relevant requirements.
中文中国证监拟提升上市公司增发新股门槛
中国证监会发布《关于进一步规范上市公司增发新股的公告》, 公开征求业界建议。
中国证监列出的其中一项条件是, 申请增发新股的上市公司, 近期3个财政年度加权平均 净资产收益率平均高于10%, 而且近期一年不可低于10%。
加权平均净资产收益率的计算办法是, 扣除非常常性损益后的纯利与扣除前的纯利比较, 以低者作准。
另外, 增发新股募筹资金量不能超越公司上年度末经审计的净资产值, 资产重组比率超越 70%的上市公司, 重组后初次申请增发新股可不受此款限制。
上市公司近期一期财务报表中的资产负债率高于同行业上市企业的平均水平, 前次募集 资金投资项目的完工进度高于70%, 增发新股的股份数目超越公司股份总数20%, 其增发 提案还须获得出席股东大会的流通股股东所持表决权的半数以上通过, 股份 总数以董事会增发提案的决议通知日的股份总数为计算依据。
上市公司近期一年内公司治理结构没有重大缺点、 信息披露未违反有关规定。
上市公司披露的近期一期会计报表没有会计政策不稳健、或有负债数额过大、潜在不好的资产比率过高等状况; 近期两年内公司没有擅自改 变募筹资金作用与功效的状况
