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上市公司破产重整指引发布 明确信披要求强化内幕交易防控
Core Viewpoint - The China Securities Regulatory Commission (CSRC) has released the "Guidance No. 11 on the Supervision of Listed Companies - Matters Related to Bankruptcy Reorganization," which emphasizes the importance of timely and fair disclosure of information related to bankruptcy reorganization by listed companies and relevant parties [1][2]. Group 1: Information Disclosure Requirements - The guidance strengthens the prevention of insider trading by requiring listed companies and related parties to disclose information regarding bankruptcy reorganization in a timely, fair, and accurate manner [1]. - Companies applying for bankruptcy reorganization must self-examine and disclose any significant legal violations, major defects in information disclosure, and issues related to fund occupation and guarantees [1]. Group 2: Reorganization Plan Regulations - The guidance regulates the number of shares increased through capital reserves, stating that the increase should not exceed 15 shares for every 10 shares, ensuring that the interests of minority shareholders are not excessively diluted [2]. - The price at which reorganization investors acquire shares must not be lower than 50% of the market reference price, promoting the improvement of company operations through collaboration [2]. - Reorganization investors are required to hold their shares for a minimum of 36 months if they gain control of the company, and for at least 12 months for other investors [2]. Group 3: Debt Restructuring and Performance Commitment - Companies must verify that there are no significant uncertainties in the execution of the reorganization plan before recognizing debt restructuring gains, and auditing firms are held accountable for the timing of these recognitions [3]. - The guidance emphasizes that performance compensation commitments from previous major asset restructurings cannot be altered through the reorganization plan, and companies should take legal action to enforce these commitments if necessary [3]. Group 4: Transitional Arrangements - For companies that have already had their bankruptcy reorganization applications accepted by the court before the release of the guidance, the new regulations regarding share increase ratios and pricing do not apply [3].