新华网发布回购股份管理制度 规范回购行为保障各方权益

Core Points - The article discusses the newly released "Share Buyback Management System" by Xinhua News, aimed at regulating share buyback activities and protecting investor interests [1] Group 1: Buyback Conditions - Companies can repurchase shares under specific circumstances, such as reducing registered capital, employee stock ownership plans, converting convertible bonds, or necessary actions to maintain company value and shareholder rights [2] - To maintain company value and shareholder rights, conditions include a cumulative decline of 20% in stock price over 20 consecutive trading days or the stock price being below 50% of the highest closing price in the past year [2] Group 2: Strict Buyback Requirements - Companies must meet several conditions for share buybacks, including being listed for at least 6 months, having no major legal violations in the past year, and maintaining operational and debt repayment capabilities [3] - The methods for share buyback include centralized bidding, tender offers, and other methods recognized by the China Securities Regulatory Commission, with specific handling and timing rules for different situations [3] Group 3: Funding Sources - The funding sources for buybacks must be legal and compliant, including self-owned funds, funds raised from issuing preferred stock or bonds, legally converted permanent supplementary liquidity funds, bank loans, and other legal funds [4] - Companies must reasonably arrange the scale and amount of buybacks, setting clear upper and lower limits for the number of shares or total funds, with the upper limit not exceeding double the lower limit [4] Group 4: Implementation Procedures - The proposal for share buyback must be specific and align with the company's actual situation, requiring prompt board meetings for review and disclosure of relevant information [5] - The buyback plan must be approved by the board or shareholders, with different decision-making requirements based on the situation, and companies must disclose board resolutions and buyback plans in a timely manner [5] - The system also includes regulations on insider information management to ensure that buyback information is not leaked before legal disclosure, prohibiting related personnel from trading based on insider information [5]