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The Listed Company Department of the Shanghai Stock Exchange (SSE) issued yesterday night the "Memorandum of Information Disclosure of Significant Assets Restructuring of Listed Companies" (Memo) No.1 and No.2, namely, the "Procedures for Handling Information Disclosure" and "Guidelines for Financial Consultancy of Listed Companies' Significant Asset Restructuring (Trial)", thus further reforming and regulating the trading suspension system during significant asset restructuring, and intensifying the role of independent financial consultants.
The Memo (No.1) stipulates that, in the process of plan and preparation for the significant asset restructuring, the listed companies should apply for continuous trading suspension to the Listed Companies Department no later than sending the directorate meeting materials to directors, and make a clear promise that continuous trading suspension should last for not more than 30 days. The directorate should make a promise of time limit in the announcement on continuous trading suspension in advance. In addition, during the trading suspension, listed companies whose continuous trading suspensions exceed 5 trading days should publish at least one progress announcement every Monday in line with the SSE rules, to explain the progress in negotiation, approval and pricing of the significant asset restructuring and uncertainties.
The "Announcement on Continuous Trading Suspension" published by ST Shanghai Dajiang (Group) Stock Co., Ltd. today (due to its significant asset restructuring) has been handled according to the Memo's requirements.
According to the Memo, listed companies should keep the restructuring information confidential during the significant asset restructuring. The Memo (No.1) stresses that the SSE Listed Company Department, in trading hours, should not accept the applications for trading suspension involved in the significant asset restructuring as well as receive and approve relevant information disclosure documents. Besides, the Memo also makes specific requirements of the documents which should be submitted by listed companies during the significant asset restructuring.
According to the Memo (No.2), independent financial consultants should help the listed companies which are to implement significant asset restructuring analyze legal, financial and operational risks, put forward specific solutions and suggestions, design and perfect the significant asset restructuring scheme, and guide the consigners to work out application and information disclosure documents in line with relevant regulations. According to an insider, the requirements of independent financial consultants are similar to those of sponsors. It is suggested that the listed companies concerned should engage qualified and experienced institutions as independent financial consultants, especially securities institutions with the sponsor's qualification. Thus, it facilitates the smooth progress in significant asset restructuring and improvement of restructuring efficiency.
According to an SSE official, since today, listed companies should conduct significant asset restructuring in line with the "Administrative Measures on Significant Asset Restructuring of the Listed Companies" and the above two Memos, while the former "initial communication" system has been officially terminated. Meanwhile, the official also stresses that the SSE performs the duty of form examination, i.e., conducting form examination of completeness of the prerequisite documents of relevant information disclosure in the significant asset restructuring as well as those documents issued by independent financial consultants during significant asset restructuring.
