State-owned Assets Supervision and Administration Commission of the State Council, Circular on Matters Relevant to Regulation of the Offering of Exchangeable Bonds by State-owned Shareholders of Listed Companies and the Offering of Securities by State-controlled Listed Companies
国务院国有资产监督管理委员会关于规范上市公司国有股东发行可交换公司债券及国有控股上市公司发行证券有关事项的通知
September 04, 2009 | BY
clpstaff &clp articles &Pricing for exchangeable bonds made clear.
Issued: June 24 2009
Applicability: The phrase “exchangeable bonds offered by a state-owned shareholder of a listed company” refers to corporate bonds offered by a state-owned shareholder of a listed company that may, within a specific period of time and on the agreed terms, be exchanged for the specific shares of the listed company held by the state-owned shareholder.
The phrase “offering of securities by a state-controlled listed company” refers a listed company's rights offering to existing shareholders in a public manner, offering of shares to the public in general, offering of shares to particular persons in a non-public manner and offering of (separately tradable) convertible bonds (Article 1).
Main contents: State-owned shareholders of listed companies that offer exchangeable bonds shall comply with the requirements of state-owned assets supervision and administration authority on their minimum shareholding ratios of listed companies. The use of the proceeds shall comply with relevant state industrial policies and the enterprise's development plan for its main business (Article 2). The price of each share of the listed company that may be exchanged with the exchangeable bonds issued by the state-owned shareholder may not be lower than the highest of the average share prices of the preceding trading day, the 20 trading days and the 30 trading days before the publication date of the bond offering prospectus (Article 3).
For securities offering by state-controlled listed companies, state-owned shareholders shall, upon discussion and adoption of the proposal for offering of securities by the board of directors, submit the same level by level to the state-owned assets supervision and administration authority at the provincial level or above for review before the shareholders' general meeting is convened (Article 10).
Related legislation: PRC Company Law (Amended), Oct 27 2005, CLP 2005 No.10 p.21; PRC Securities Law (Amended), Oct 27 2005, CLP 2006 No.1 p.31; PRC Law on State-owned Assets of Enterprises, Oct 28 2008; and Tentative Regulations for the Supervision and Administration of Enterprise State-owned Assets, May 27 2003, CLP 2003 No.6 p.36
clp reference:3700/09.06.24(2)promulgated:2009-06-24This premium content is reserved for
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