Do Mainland Listed Companies Need to Make Announcements to Establish Subsidiaries in Mainland China?

The company's major investment behavior and major property purchase decisions need to be announced.

According to the Administrative Measures for Information Disclosure of Listed Companies.

Article 30 When a major event occurs that may have a greater impact on the trading of listed companies and their derivatives, and investors have not yet learned of them, the listed company shall immediately disclose them, explaining the causes, current status and possible impact of the event.

The major events referred to in the preceding paragraph include:

1) Major changes in the company's business policy and business scope;

2) The company's major investment behavior and major property purchase decisions;

3) The company enters into important contracts, which may have a significant impact on the company's assets, liabilities, equity and operating results; (4) The company has defaulted on major debts and failed to pay off major debts due to them, or has incurred large amounts of liability; (5) The company incurs major losses or major losses;

6) Major changes in the external conditions of the company's production and operation;

7) Changes in the company's directors, supervisors or managers of more than 1 3; the chairman or manager is unable to perform his or her duties; (8) Shareholders or actual controllers holding more than 5% of the company's shares, and their shareholding or control of the company has undergone major changes;

9) Decisions on capital reduction, merger, division, dissolution and bankruptcy application of the company; or enter bankruptcy proceedings in accordance with the law and be ordered to close; (10) Major litigation, arbitration, and general meetings of shareholders involving the company.

The resolution of the board of directors is revoked or declared invalid in accordance with the law; (11) The company is suspected of violating laws and regulations and is investigated by the competent authorities, or is subject to criminal penalties.

major administrative penalties; Company directors, supervisors, senior management.

Suspected violations of law or discipline are investigated by competent authorities or compulsory measures are taken.

12) Newly promulgated laws, regulations, rules, and industry policies may have a significant impact on the Company;

13) The board of directors on the issuance of new shares or other refinancing.

The plan and the equity incentive plan form relevant resolutions;

14) The court ruled to prohibit the controlling shareholder.

transfer of its shares; More than 5% of the company's shares held by any shareholder are pledged, frozen, or auctioned judicially.

trusteeship, establishment of trust, or restriction of voting rights in accordance with law;

15) Major assets are sealed, seized, frozen, mortgaged, or pledged;

16) The main or all of the business has come to a standstill;

17) Provision of material guarantees to external parties;

18) Obtaining additional income such as large subsidies that may have a significant impact on the company's assets, liabilities, equity or operating results;

19) Change of accounting policies and accounting estimates;

20) Being ordered to make corrections by the relevant organs because there are errors in information disclosed in the previous period, failure to disclose in accordance with provisions, or false records.

or as determined by the Board of Directors;

21) Other circumstances stipulated by the China Securities Regulatory Commission.

Of course, an announcement is required, and in principle, the scope of accounting consolidation for the establishment of subsidiaries has changed, and an announcement is definitely needed. What's more, the establishment of a subsidiary also needs to be announced.

The competent registration authority shall issue a public notice to the enterprise legal person that has been approved for registration, indicating the name of the enterprise group, the name of the core enterprise, the names of the member enterprises and member units, etc., and then the enterprise group shall be formally established from the date of business registration.

4.Publish the content according to the format and submit it for publication for life

Legal analysis: The subsidiaries of listed companies can be listed, but there is a certain premise, that is, the subsidiaries are required to continue to operate for more than 3 years, except for those approved by the company.

Legal basis: Article 14 of the Company Law of the People's Republic of China A company may establish a branch. To establish a branch, it is necessary to apply for registration with the company registration authority and obtain a business license.

The branch does not have the status of a legal person, and its civil liability shall be borne by the company. The company may set up a subsidiary, which has the legal person qualification and independently bears civil liability in accordance with the law.

The company's major investment behavior and major property purchase decisions need to be announced. Do listed companies need to make an announcement when establishing a subsidiary? According to Article 30 of the Administrative Measures for Information Disclosure of Listed Companies, when a major event occurs that may have a greater impact on the trading of listed companies and their derivatives, and investors have not yet learned of them, the listed company shall immediately disclose them, explaining the cause, current status and possible impact of the event.

The major events referred to in the preceding paragraph include:

1) Major changes in the company's operating side and operating scope;

2) The company's major investment behavior and major property purchase decisions;

3) The Company has entered into an important contract, which may have a significant impact on the Company's assets, liabilities, equity and operating results;

(4) The company has defaulted on major debts and failed to pay off major debts due to them, or has incurred large amounts of liability;

(5) The company incurs major losses or major losses;

6) Major changes in the external conditions of the company's production and operation;

7) Changes in the company's directors, supervisors or managers of more than 1 3; the chairman or manager is unable to perform his or her duties;

(8) Shareholders or actual controllers holding more than 5% of the company's shares, and their shareholding or control of the company has undergone major changes;

9) Decisions on capital reduction, merger, division, dissolution and bankruptcy application of the company; or enter bankruptcy proceedings in accordance with the law and be ordered to close;

10) Major litigation or arbitration involving the company, and resolutions of the general meeting of shareholders and the board of directors are revoked or invalidated in accordance with the law;

11) The company is suspected of violating laws and regulations and is investigated by the competent authorities, or is subject to criminal penalties or major administrative penalties; The company's directors, supervisors, and senior managers are suspected of violating laws and disciplines and are investigated or taken compulsory measures by the competent authorities;

12) Newly promulgated laws, regulations, rules, and industry policies may have a significant impact on the Company;

13) The board of directors shall form relevant resolutions on the issuance of new shares or other refinancing plans and equity incentive plans;

14) a court ruling prohibiting the controlling shareholder from transferring its shares; More than 5% of the company's shares held by any shareholder are pledged, frozen, judicial auction, trusteeship, trust or voting rights are restricted in accordance with law;

15) Major assets are sealed, seized, frozen, mortgaged, or pledged;

16) The main or all of the business has come to a standstill;

17) Provision of material guarantees to external parties;

18) Obtaining additional income such as large subsidies that may have a significant impact on the company's assets, liabilities, equity or operating results;

19) Change of accounting policies and accounting estimates;

20) Ordered to make corrections by the relevant authorities or made corrections by the decision of the board of directors due to errors in the information disclosed in the previous period, failure to disclose in accordance with regulations, or false records;

21) Other circumstances stipulated by the China Securities Regulatory Commission.

According to the provisions of our relevant laws, if the subsidiary meets the listing conditions, the subsidiary can be listed independently, but the subsidiary needs to be a shareholder and operate for more than three years.

Measures for the Administration of Initial Public Offerings and Listings

Article 8 The issuer shall be a legally established and legally existing share****.

With the approval of the company, a limited liability company may adopt the method of raising and establishing a public offering when it is converted into shares in accordance with the law.

Article 9 After the establishment of the shares, the issuer shall continue to operate for more than 3 years, except for those approved by the company.

If a limited liability company is converted into shares according to the original book net asset value, the continuous operation time can be calculated from the date of establishment of the limited liability company.

Article 10 The registered capital of the issuer has been paid in full, the formalities for the transfer of property rights of the assets used by the promoters or shareholders for capital contribution have been completed, and there is no major dispute over the ownership of the main assets of the issuer.

1. The principle of debt liability of the parent and subsidiary.

A parent company is a company that owns a certain amount of shares in other companies or is able to control and control the personnel, finance, business and other matters of other companies according to an agreement.

The most basic characteristic of the parent company is not whether it holds shares in the subsidiary, but whether Qingbei Filing participates in the business operation of the subsidiary. A subsidiary is a company in which a certain amount of shares is controlled by another company or is actually controlled or controlled by another company in accordance with an agreement.

2. Examples of spin-offs and listings of subsidiaries of listed companies.

In 2000, Lenovo Group implemented the largest strategic realignment in its history, splitting its core business into new Lenovo Group and Digital China. On June 1, 2001, Digital China** was listed in Hong Kong. Digital China was spun off from Lianyu and had the effect of killing two birds with one stone.

The spin-off not only solves the problem of incentive mechanism at the level of business units, but also further solves the incentive mechanism at the company level due to the independent listing of Digital China, the equity structure of Lenovo Group and Digital China has been greatly changed.

A subsidiary of a listed company can be listed through a spin-off. Spin-off and listing refers to the fact that a listed company (parent company) separates part of its assets, business or a subsidiary into a new listed entity (issuer), and the issuer is listed separately by public offering, and after the issuer is listed, the parent company still enjoys a relatively controlling or absolute controlling position over the issuer.