上市公司以资本公积金补亏须兼顾各方利益

Core Viewpoint - The use of capital reserve to cover losses by listed companies is being implemented, but it is essential to balance the interests of all parties involved, particularly the protection of creditors' rights [1][2][3] Group 1: Regulatory Framework - The new Company Law stipulates that companies must first use discretionary and statutory reserves before utilizing capital reserves to cover losses [1] - The Ministry of Finance issued a notification that outlines the financial regulations regarding the use of capital reserves, including the requirement for board resolutions to be submitted for shareholder approval [1] - The notification emphasizes the need to protect creditor interests, mandating companies to notify creditors within thirty days of the shareholder resolution [1][2] Group 2: Creditor Protection - Companies must provide reasonable assessments of their debt repayment capabilities to creditors to mitigate misunderstandings [2] - The "unsettled defense right" under the Civil Code allows creditors to suspend contract obligations if they have evidence of the debtor's deteriorating financial condition [2] - If the use of capital reserves leads to a decline in the core capital adequacy ratio by more than 30%, creditors may have the right to demand collateral or accelerate debt repayment [2] Group 3: Impact on Financial Health - Utilizing capital reserves does not genuinely affect a company's actual profitability, and stricter regulations may be necessary to manage the interests of various stakeholders [3] - Companies with significant losses or those classified as ST (Special Treatment) should be prohibited from using capital reserves to cover losses, while strategic emerging industries with high R&D intensity may have relaxed rules [3] - Companies are restricted from share buybacks or large cash dividends within 12 months after using capital reserves to cover losses [3] Group 4: Recommendations for Improvement - Regulatory bodies should enhance guidance and monitoring of companies using capital reserves to ensure stable profitability [3] - Companies should develop actionable plans for turning losses into profits and be transparent in their operations to regain market trust [3] - The use of capital reserves should not serve as a tool for concealing financial issues but should aim to facilitate recovery and compliance within a secure framework [3]