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When a company is listed, in order to ensure that the essence of the state-owned enterprise does not change, that is, to ensure that it is still state-owned or collectively controlled by the company, there is a division of the company's tradable shares and non-tradable shares.
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Only after a state-owned enterprise is listed, in order to ensure that the nature of the state-owned enterprise does not change, that is, to ensure that it remains a state-owned or collective holding company after listing, can the company's tradable shares and non-tradable shares be divided. Generally speaking, after a state-owned enterprise is listed, the part of its shares that are listed and financed are tradable shares, and some shares may also be circulated before listing.
As for the change in the shareholding structure, what kind of change are you referring to?
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For example, a company has five ** before listing, before the company is listed, its shareholding is 20%, after the share reform of the total share capital is 90 million shares, after the listing must have a part of the shares in the market circulation, these circulating shares from the **? Is it the reduction in the shares of other shareholders? So what kind of compensation can he get?
Answer: After the share reform, the company's total share capital is 90 million shares, that is, the original five ** East are 18 million shares. The listing is generally issued to public shareholders by 25%, that is, an additional 9000 * 25% = 22.5 million shares, and the shares of other shareholders remain unchanged, or 18 million shares, but the shareholding ratio is reduced.
Now listed, whether it is a new public shareholder or an old shareholder, it is a tradable share, but the old shareholder will have a lock-up period of 1 to 3 years depending on whether you are a promoter or a strategic investor.
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If the shares are transferred through public means, if their shares are no longer transferred during this period, the holder of the shares may submit an application to the ** exchange or submit an application for withdrawing or terminating the transfer of shares through the public through ** company or on its own, but the relevant circumstances shall be disclosed; **The Exchange will not accept its application for public transfer of shares within 6 months from the date of approval of the withdrawal or termination of the application. The Rules also stipulate that the number of shares to be transferred shall not be less than 1% of the total share capital of a listed company. If a holder of less than 1% of the shares holds less than 1% of the shares submits an application for transfer, he shall transfer all the shares he holds to a single transferee. However, if the total share capital of the listed company is more than 1 billion yuan, the proportion can be appropriately reduced with the consent of the ** exchange.
Within one month after the completion of the share transfer, ** Exchange and Clearing Company shall not accept the application of the same share transferee for the transfer of the same shares transferred by the transferee, unless otherwise provided by laws and regulations. Both parties to the share transfer shall pay the handling fee and stamp duty for the transfer of shares and the transfer in accordance with the relevant regulations.
Some market participants expressed concern about the promulgation of the "Rules", believing that this may be a harbinger of full circulation, and full circulation may be divided into two steps, first to achieve free circulation of non-tradable shares, and then formal full circulation after the integration of non-tradable shares and tradable shares.
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When China was established, the system was relatively special, and a large part of the ** issued by a listed company could not be circulated (that is, publicly traded on the exchange), including national shares, corporate shares, etc., which is the so-called "equity division" or "full circulation" problem. The average investor buys tradable shares that are tradable. This creates a lot of problems.
For example, major shareholders (generally non-tradable shares) do not care about the level of the stock price, (they can't sell it anyway), they can do something that is beneficial to themselves but unfavorable to all shareholders (companies) without worrying about the stock price falling, such as transferring profits, guaranteeing loans for others, and some large eastern shares even regard the circulating shareholders as "cash machines", and regard the money from the circulating shareholders as "charity" without cost. This greatly affects the normal development of **. At present, the reform of "equity division" is to let all the best people buy and sell freely, that is, "full circulation", so that the system is moving towards perfection and let it play its normal role.
There are many difficulties in this reform, institutional, interest, operational, and so on, one of which is the redistribution of interests. For example, when the former state-owned enterprises were restructured into joint-stock companies, they were discounted to state shares according to their net assets, and later issued by several times the net assets when they were issued as shares. Now, if they can be bought and sold, it will be very unfair to the circulating shareholders, which requires the non-circulating shareholders to pay a certain amount of compensation to the circulating shareholders to obtain the "right to circulate", which is the so-called payment of "consideration".
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Article 1: In order to standardize the transfer of non-tradable shares of listed companies, maintain market order, protect the legitimate rights and interests of investors, and promote the optimal allocation of market resources, these rules are formulated in accordance with the relevant provisions of the Company Law, the Law and the China Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission). Article 2:
The transfer of shares of listed companies must be carried out on the ** exchange, which shall be handled by the Shenzhen ** Exchange, the Shanghai ** Exchange (hereinafter referred to as the "** Exchange") and the China ** Depository and Clearing Co., Ltd. (hereinafter referred to as the "Clearing Company"). Over-the-counter illegal trading activities are strictly prohibited. Article 3:
**The Exchange is responsible for confirming the compliance of the share transfer applications submitted by both parties to the share transfer, reviewing the information disclosure content related to the share transfer, and providing services such as disclosing the share transfer information. HKSCC is responsible for handling share inquiry, temporary custody and registration and transfer of shares in connection with the transfer of shares. HKSCC locks up the relevant shares in temporary custody.
Article 4: The two parties to the share transfer can reach a non-tradable share transfer agreement by disclosing the share transfer information, or they can reach an agreement through a non-public way, and go through the share transfer procedures in accordance with the provisions of these rules.
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Converted into tradable shares within the prescribed time. The size of the non-time is not fixed.
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According to the regulations, the ban on circulation can be lifted after three years.
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There are no more non-tradable shares to speak of in newly listed companies! Only tradable shares and restricted tradable shares! The ** obtained through the IPO new share subscription can be circulated on the day of listing, and the part of the **company that is co-placed will be locked for 3 months, and the ban on listing and circulation will be lifted after the expiration of 3 months, and the other sizes will not generally start circulating after one year of listing, unless there is a special commitment!
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The transfer of non-tradable shares of listed companies shall be handled in accordance with the Rules for the Handling of the Transfer of Non-tradable Shares of Listed Companies and the Implementation Rules for the Handling of the Transfer of Non-tradable Shares of Listed Companies. At the same time, according to the requirements of the "Guiding Opinions on the Reform of Equity Separation of Listed Companies", the transfer of non-tradable shares of listed companies by agreement shall make corresponding arrangements for the reform of equity division, or operate in combination with the reform of equity division. In practice, the transferee generally adopts the method of issuing a letter of commitment for the reform of equity division certified by the listed company or signing an agreement on the reform of equity division with the listed company.
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And the cost of circulating shareholders is high, such as the previous C
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1. The statutory date stipulated in the Law and the IPO Management Measures, that is, the corporate shares will be circulated after 3 years, and the unincorporated shares will be circulated after 1 year. 2. In the prospectus, each shareholder (corporate shareholder, unincorporated shareholder) can also promise to circulate after a longer period of time. For example, after 3 years of corporate shares, it is willing to be locked in **n years.
At present, these two main types are mainly used, of course, such as different companies, the corresponding periods are also different, such as acquisitions, mergers or bank shareholders, etc., but most of them are still based on the above two ways.
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