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The Notice and Measure (together called "the
Regulation") provide comprehensive and detailed guidance for
publicly listed companies intending to offer new shares. This includes
filing and approval procedures, issues to be examined, information
to be disclosed, civil liability etc. The two major equity financing
methods used by publicly listed companies (rights issue and secondary
offering) will now be governed by the same regulation. Under this
new regulation, it is required that the securities companies, in
their role as underwriters, shall recommend the companies to the
CSRC, giving special regard and comment to the specified issues
in the company's due diligence reports. As can be reasonably expected,
the due diligence obligations imposed on securities companies will
be enhanced.
Also, in fine-tuning some of the requirements
for securities offerings, the Regulation has eliminated some that
were previously contained in the Tentative Procedures for Public
Share Offerings by Publicly listed Companies, and has added others.
For example, although the Regulation has relaxed the performance
requirements for listed companies in the case of rights issues,
other performance requirements have been added with respect to secondary
offerings.
The enacting of force of this new share
offering regulation reflected healthy development of China securities
market in a market-oriented manner.
──Frederick Luo
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