对上市公司破产重整应增设合规性门槛

Core Viewpoint - The recent announcement by *ST Changyao regarding the investigation by the China Securities Regulatory Commission (CSRC) for suspected false financial reporting highlights the growing risks and opportunities in the A-share bankruptcy restructuring market, where average returns for industrial and financial investors have reached impressive levels, but significant underlying risks remain [2][3]. Group 1: Company Situation - *ST Changyao is currently undergoing pre-restructuring due to allegations of false financial data, which could lead to forced delisting if deemed a major violation [2]. - As of the end of Q3 this year, *ST Changyao reported a negative net asset value of -0.6 yuan per share, with 140 ongoing lawsuits involving a total amount of 1.88 billion yuan and overdue interest-bearing debts of 390 million yuan [2]. Group 2: Market Dynamics - The average return for industrial investors in bankruptcy restructuring reached 188.61%, while financial investors achieved an average return of 135.9%, attracting numerous capital players to compete for restructuring projects [2]. - Despite the high returns, investors face the risk of acquiring companies with significant debts and legal liabilities, which may not be fully disclosed during the restructuring process [2]. Group 3: Regulatory Recommendations - It is suggested to increase compliance thresholds for bankruptcy restructuring applications to prevent companies with significant internal control deficiencies or ongoing investigations from applying for restructuring [3]. - The proposal includes ensuring that the price for debt-to-equity swaps does not significantly exceed the price paid by restructuring investors, to protect the interests of ordinary creditors [3]. Group 4: Investment Lock-up Periods - Recommendations include extending the lock-up period for financial investors to align with that of industrial investors, thereby encouraging a longer-term commitment to the company's development [4]. Group 5: Delisting Procedures - The current regulations suggest that companies with negative net assets should enter delisting procedures directly, rather than waiting for subsequent financial indicators to trigger a warning [4]. - There is a call to enhance the revenue thresholds for maintaining listing status, as current measures may allow companies to evade delisting through simple financial maneuvers [4]. Group 6: Sustainable Business Practices - Even if a company manages to improve its financial indicators through restructuring, the exchange should assess the sustainability of its core business to prevent superficial restructuring aimed solely at avoiding delisting [5].