Source: Securities Times ID: wwwstcncom
releases the vitality of market share increase repurchase, and relevant rules will usher in optimization and relaxation.
On October 14, in order to support and encourage listed companies to implement share repurchase in accordance with the law, directors, supervisors and senior management increase their holdings in accordance with the law, actively safeguard the company's investment value and the rights and interests of small and medium shareholders, and better adapt to the actual market and the needs of the company, the China Securities Regulatory Commission revised some of the provisions of the "Rules for Share Repurchase of Listed Companies" (hereinafter referred to as the "Rules for Share Repurchase of Listed Companies") and the "Rules for Shares of the Company held by Directors, Supervisors and Senior Management Personnel of Listed Companies and Their Changes Management Rules" (hereinafter referred to as the "Rules for Share Repurchase of Directors, Supervisors and Senior Management Personnel"), and now publicly solicits opinions from the public. On the same day, the Shanghai and Shenzhen Stock Exchanges simultaneously revised the relevant rules for increasing holdings and repurchase, and solicited public opinions.
Specifically, the revision of the relevant rules for this increase in holdings and repurchase are mainly reflected in the "three relaxation" and "one clarification".
First, relax the conditions for repurchase of listed companies; second, relax the restrictions on repurchase of new listed companies; third, relax the window period restrictions for repurchase and increase holdings; fourth, reasonably define the share issuance range.
promotes share repurchase and has become a long-term mechanism to maintain the company's value
share repurchase is an internationally accepted important means to maintain the company's investment value, improve the corporate governance structure, and enrich the investor return mechanism. It is a basic institutional arrangement in the capital market.
CSRC pointed out that in recent years, listed companies have been able to formulate repurchase plans based on actual conditions and implement repurchase plans in accordance with laws and regulations. The activity of share repurchase continues to increase, the number and scale of companies are showing a growth trend, and the market has a good response.
From 2019 to the present, more than 500 listed companies in the Shanghai Stock Exchange have implemented share repurchase, with the actual repurchase amount exceeding 170 billion yuan. The number and amount of companies that have implemented repurchase showed a stable growth trend.
During the same period, about 700 companies in Shenzhen Stock Exchange implemented share repurchase, with a total repurchase amount of nearly 190 billion yuan; about 1,200 companies increased their holdings of the company's shares, with a total increase of about 22 billion yuan.
With the changes in the market environment and the diversification of market entities' demands, the conditions for some share repurchases are set relatively strictly, and the convenience of implementation is not enough. Share repurchases have not yet become a long-term mechanism to maintain the value of listed companies.
reporter learned that many listed companies and company management believe that the company's operating conditions have been good in recent years, so they increase their holdings in a timely manner to share the company's development dividends. Some market participants believe that the value of some listed companies is significantly underestimated, and listed companies and management urgently need to maintain the company's value through repurchasing and increasing holdings of company shares and promoting value discovery. With the development and changes of the market, the existing rules show some constraints, which is not conducive to the further release of market enthusiasm for repurchase and increase holdings. Some listed companies said that although the company's stock price was obviously undervalued, it did not meet the conditions for maintaining the company's value and shareholders' equity repurchase, which made it "without the will but not the ability to maintain the company's value." A new listed company said that the repurchase "toolbox" could not be opened due to insufficient listing time. The management of some listed companies said that the timing of stock increase is particularly critical, but the appropriate time point often overlaps with the "window period", so the plan to increase the holdings has to be abandoned.
In order to further improve the institutional inclusiveness and implementation convenience of repurchase, combined with practical situations, this revision optimizes and improves some of the terms of the "Repurchase Rules" regarding repurchase conditions and other terms. At the same time, in order to facilitate the directors, supervisors and senior executives of listed companies to increase their holdings in accordance with the law and convey confidence in the company's long-term investment value to the market, the revision has optimized and adjusted the provisions of the "window period" of trading prohibition on the "window period" of trading.
conforms to the market calls and optimizes the repurchase policy for increasing holdings in four aspects.
In order to make good arrangements for the connection, the Shanghai and Shenzhen Stock Exchanges announced on the same day that they will revise and optimize the relevant repurchase rules for increasing holdings, which are mainly reflected in four aspects: "three relaxation" and "one clarification".
First, relax the repurchase conditions of listed companies. One of the repurchase trigger conditions necessary to maintain the company's value and shareholders' interests will be adjusted from "the company's stock closing price decline has reached 30% in 20 consecutive trading days" to "the company's stock closing price decline has reached 25% in 20 consecutive trading days."
The second is to relax the repurchase restrictions on new listed companies.The requirements for "listing for 1 year" in the implementation conditions for repurchasing shares will be adjusted to "listing for 6 months". If a newly listed company intends to implement repurchases necessary to safeguard the company's value and shareholders' interests and repurchases of shares for capital reduction, it will still not be subject to the aforementioned listing period. According to the Shenzhen Stock Exchange, this will add more than 100 new Shenzhen-listed companies to join the repurchase army, further enhancing the market repurchase power.
The third is to relax the window period restrictions for repurchase and increase holdings. The window period for repurchasing shares through centralized bidding will be shortened from within 10 trading days before quarterly reports, performance forecasts and performance report announcements to within 5 trading days, and the window period for bidding for repurchasing shares will be adjusted accordingly to keep the two consistent. The window period for directors, supervisors and senior management to buy and sell shares will be shortened from within 30 days before the annual report and semi-annual report announcement and within 10 days before the quarterly report, performance forecast and performance report announcement to within 15 days before the disclosure of relevant announcements.
Fourth, reasonably define the share issuance range. The current rules stipulate that "share issuance shall not be implemented during the repurchase period" further clarifies that repurchase shall not be implemented until the registration of new shares is completed after the refinancing is approved or registered and the issuance is initiated.
The relevant person in charge of the Shanghai Stock Exchange said that in the next step, the Shanghai Stock Exchange will, under the guidance of China Securities Regulatory Commission , fully evaluate the opinions and suggestions from all walks of life, further improve and issue relevant guidelines as soon as possible, and maintain the healthy and stable operation of the capital market.
Relevant person in charge of the Shenzhen Stock Exchange pointed out that the Shenzhen Stock Exchange will continuously improve relevant supporting rules and regulatory measures in light of regulatory practices, and provide good institutional guarantees for listed companies to standardize and efficiently implement repurchases and relevant entities to increase their holdings in compliance. At the same time, it strengthens daily supervision of repurchases and share increases, strengthens information disclosure requirements, crack down on insider trading, focuses on preventing market risks, and effectively protects the interests of small and medium-sized investors.
A shares recently ushered in a wave of repurchase and increase holdings
9, market volatility has increased.
In the first three quarters of this year, 234 listed companies in Shanghai have implemented share repurchase, with the actual repurchase amount reaching 58.7 billion yuan. Among them, 14 listed companies have actual repurchase amounts exceeding 1 billion yuan, fully demonstrating the confidence and good expectations of listed companies for the long-term and stable development of the capital market.
In terms of Shenzhen Stock Exchange, since this year, 275 listed companies in Shenzhen Stock Exchange have implemented share repurchase, an increase of 24 compared with the same period last year, with a repurchase amount of 45 billion yuan. In the past week alone, 69 listed companies in the Shenzhen Stock Exchange have implemented share repurchase, with an amount of 2.2 billion yuan; since the beginning of this year, 216 companies have increased their holdings of the company's shares, with an amount of 3.2 billion yuan. In the past week alone, 12 companies in Shenzhen Stock Exchange have increased their holdings of the company's shares, with an amount of RMB 63 million.
According to the announcement, many companies said that stock repurchases are based on confidence in the company's future development and recognition of the company's long-term value. After the company completes the disclosure of its third-quarter report, it will no longer be subject to the window period restrictions. It is expected that more companies may participate in repurchasing and increasing their holdings in the future. Relevant person in charge of
Zhongji Xuchuang said that this repurchase is based on the development prospects of the optical module industry and the company's operating performance, and is also a repurchase conducted in order to safeguard the interests of the majority of investors, especially small and medium-sized investors, and enhance investors' confidence in the company. Since the beginning of this year, major cloud computing Internet companies around the world have strengthened the deployment of 200G and 400G optical modules in data centers, and some key customers have prepared to increase the amount of 800G. The company believes that due to the continued growth of data traffic and bandwidth, the optical module industry will still maintain good development prospects. When the stock price diverges from the company's fundamental , the company has conducted a new round of repurchases based on its confidence in the industry and its own operating performance, and in order to safeguard the interests of the majority of investors, especially small and medium-sized investors.
In 2022, in the face of market complexity and uncertainty, SF Holdings launched two repurchase plans totaling up to 4 billion yuan in 2022 to implement employee equity incentives. The repurchase scale ranks among the top A-shares, and has completed the first repurchase of 2 billion yuan. The relevant person in charge of SF Holdings said that the repurchase of SF is not only firmly optimistic about the future development of the industry, but also full of confidence in its own development. SF Holdings' performance also confirms this.The performance in the first three quarters increased significantly compared with the same period last year. The net profit attributable to shareholders of listed companies is expected to be as high as 4.57 billion yuan, and the year-on-year growth of can reach up to 154%.
Editor: Luo Xiaoxia
Proofreading: Li Lingfeng
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