Ten listed companies have entered the "heavy seat" industry to call for the establishment of a national unified pre -order rule

23JUN

Wen | Wu Xiaolu

On June 22, ST Tianma announced that the applicant Xuzhou Yunzhi applied to the company for reorganizing the company on the grounds Essence According to the announcement of the listed company's announcement, since this year, as of June 22, 10 listed companies have applied for (or apply) for bankruptcy and reorganization. According to the reporter's incomplete sorting out, at present, a total of 16 listed companies are in a state of bankruptcy and reorganization in the application (or application), and have not been accepted by the court, and 12 of them have initiated the pre -reorganization. Experts interviewed believe that pre -reorganization is becoming more and more common, but the rules of various places are different, and the unified national rules of the country are urgently needed. In order to promote the true role of bankruptcy and reorganization and improve the quality of listed companies, the regulatory authorities need to strengthen supervision from the formulation and implementation of the reorganization plan. In recent years, the bankruptcy and reorganization of listed companies has faced four major issues. With the popularization of pre -reorganization, the efficiency of bankruptcy and reorganization of listed companies has increased significantly. The reporter learned in the interview that the current bankruptcy and reorganization acceptance procedure chain of listed companies is still difficult. In practice, the selection of reorganization investors, debt repayment plans, and reorganization plan formulation and implementation are all facing different degrees of difficulties. On May 25,*ST star bankruptcy was accepted by the court. According to the company's announcement, the creditors applied to the court on August 16, 2021 to reorganize the company, that is, the bankruptcy reorganization was proposed to the court to accept it, which lasted 282 days. As early as August 23, 2021, the court has launched a pre -heavy program for*ST Star. Talking about the current issues facing the bankruptcy and reorganization of listed companies, Guo Li, a professor at the School of Law School of Peking University, said in an interview with the Securities Daily that the bankruptcy and reorganization of listed companies have the characteristics of existing interests and long procedure chain, which is time -consuming and consuming; and it is suitable It is not easy to find reorganization investors; in addition, the effect of several bankruptcy reorganization models explored at the current market still needs to be tested. Zheng Zhibin, a senior partner of Beijing Dacheng Law Firm, said in an interview with the Securities Daily that before the reorganization, many listed companies' purpose of implementing bankruptcy and reorganization were to protect the shells and did not pay attention to the reorganization of the substantive business. However, with the improvement of the delisting system, reorganization is just a judicial tool, and it cannot completely resolve the risk of delisting. Secondly, the reorganization chain is currently long and the approval time is long. "After the reorganization, most of the listed companies have returned to the right track, but some companies have only solved debt problems, and operations are still difficult. In addition, investors have not fulfilled their commitments such as asset injection, which is also a major uncertainty that affects the reorganization effect. Sex. "Zheng Zhibin further said. Chen Feng, a partner of Lawyer Guohao (Shanghai) Office, said in an interview with the Securities Daily that at present, several major problems facing the bankruptcy and reorganization of listed companies: First, the court's acceptance procedure chain is long, and the court system, the securities regulatory department, and the securities regulatory department, and Local governments and other parties coordinated for a long time; in addition, if there is a flaw of listed companies, the probability of reorganization will not be accepted. Therefore, there are not many listed companies that have really entered the reorganization program and completed the reorganization for many years. Second, how to formulate debt repayment schemes and the funding adjustment plan of the funders to formulate uniform standards or negative lists, and the rights of creditors or small and medium shareholders have occurred from time to time, and further improvement needs to be improved. The third is that the choice of reorganization investors is very important, but there is no uniform rules for reorganization investors selection standards, determining procedures and methods, etc. Fourth, after the reorganization of the listed company is ended, if the business plan in the reorganization plan is incomplete or the execution is not enough, or if investors fail to fulfill their promises, it will affect the reorganization effect. It is necessary to pay close attention to two points to promote the efficiency of bankruptcy and reorganization. On March 31, the Shanghai and Shenzhen Exchange released the self -discipline supervision guidelines for the bankruptcy and reorganization of listed companies (hereinafter referred to as the "Guidelines") to further regulate the bankruptcy and reorganization of listed companies, etc. The implementation procedures and information disclosure of matters can better protect the legitimate rights and interests of small and medium investors. Guo Li said that since this year, the new rules of regulatory authorities and exchanges have regulated the entire process of bankruptcy and reorganization of listed companies, which has enhanced the legality and operability of pre -reorganization. At the same time, the company's controlling shareholder, important subsidiaries, etc. have made overall considerations and arrangements. In addition, the requirements for information disclosure and diligence have been strengthened, and the inspection and rectification of related insider trading activities has been strengthened. Chen Feng believes that the "Guidelines" issued by the exchange aims to strengthen the supervision and management of the bankruptcy and reorganization of listed companies. There are several core concerns of the securities regulatory authorities for the regulatory supervision of listed companies: First, the information disclosure of the information disclosure during the reorganization period (from the application to the end) is true and complete. Second, whether the investor's selection procedure is legal and compliant. Third, whether the debt repayment plan, the equity adjustment plan of the investor, and whether the business plan, etc. are legally compliant and executable. Fourth, whether there is insider trading in the reorganization program. Fifth, after the reorganization procedure is over, the investor's commitments have been fulfilled. Regarding how to further improve the reorganization system of listed companies and improve the reorganization effect, Zheng Zhibin believes that from the perspective of the effectiveness level, the effectiveness of the "Guidelines" needs to be strengthened; secondly, the reorganization of listed companies is currently only one of the capital restructuring. Financial financing instruments can consider wealth financing instruments that further enrich the reorganization in the future. Finally, the pre -reorganization has been reorganized as a judicial behavior in practice, but currently only local rules introduced in various places, and the unified national rules need to be formulated in the country.

Chen Feng said that from the perspective of the subject, it is necessary to comprehensively improve the rules from listed companies, small and medium shareholders, creditors, investors, local governments, courts, regulators, etc. The "Minutes of the Work Symposium on the Trial of the Cases of Bankruptcy and Reorganization of the Listed Companies" and the revision of the bankruptcy law. Strengthening investors' protection can improve their "participation" listed companies as public companies and face a large number of small and medium investors. Talking about how to strengthen protection investors during the reorganization of listed companies, Guo Li believes that it can be promoted from three aspects. One is to increase the decision -making participation of small and medium investors, and the other is to make arrangements for important matters such as equity adjustment. The trust plan and other operations are continuously followed and evaluated. Chen Feng believes that investors need to ensure the right to know, and urge listed companies to fully complete the letter. Zheng Zhibin believes that strengthening information disclosure is just one aspect. The "Guidelines" perfectly refine the requirements of the letter and generate a positive role, but it is also necessary to enhance the shareholders' power. In the future, regulators can consider improving shareholders' power to participate in debt, operation and asset disposal. In addition, the regulatory authorities can strengthen the review of the reorganization plan and strengthen the post -post -post supervision of the reorganization of listed companies, such as urging investors to perform their commitments and punish them without fulfilling their commitments. Recommended reading

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