A Brief Analysis on the Process of the Floating Stock Transfer of Listed Companies
Floating stock of listed companies refers to the shares which can be transferred freely on the market. Actually, such kind of stock transfer is not confined in securities exchange system, moreover?transferring the floating shares through signing the stock transfer agreement is also prevalent in economic life. The diversity of equity transfer can not only promote the rapid flow of capital among various industries, but also enhance the investing enthusiasm of the investors. Meanwhile, as a platform of guaranteeing the safety of stock trading, the order of the stork market can not be ignored at the same time. From the current situation of China, it is easy to see that transferring the floating shares of listed companies only through securities exchange system can not satisfy the demands of capital mobilization. Therefore, in order to promote and regulate the transfer of floating stock, satisfy specific shares transferring demands in merger and acquisition due to normal operations of some relevant companies, maintain the order of securities market as well as protect the lawful right and interests of investors, the authority set up a set of more detail and complete rules to guide and regulate these equity changes—- the floating stock transfer of listed companies. Now we will introduce the process of transferring the floating stock of listed companies briefly as follows:
?.The applicable conditions of transferring the floating stock of listed companies:
1. Stock transfer related to the takeover of listed companies and changes of shareholders’ equity;
2. Actual controlling relationship exists between the two sides of transfer, or both sides are controlled by the approved controlling person;
3. Stock transfer concerned with the foreign investors’strategic investment in listed companies
4. Other circumstances determined by China Securities Regulatory Commission.
In addition, withdrawing the advance shares in reform of shareholder structure, administrative stock transfer of listed companies and so on can also be handled according to this process.
?.The authorities, duties as well as the general flow of floating stock transfer of listed companies:
The stock exchange is in charge of confirming the compliance of the stock transferring application presented by the two sides of transfer, and issuing the confirmation. The China Securities Depository and Clearing Corporation Limited (hereinafter referred as the Clearing Corporation) is responsible for stock demands and register of transfer involved in stock transfer.
Specifically, before the stock exchange issues the confirmation, both sides of transfer should apply to approve the stock transfer in conformity with the relevant provisions, and submit the following documents:
1. Application form of stock transfer conformity;
2. The original agreement of stock transfer;
3. The valid identity documents with the copies of both sides of stock transfer;
4. Securities account cards of both sides;
5. Documentary proof of holding the shares to be transferred issued by the Cleaning Corporation?
6. Other documents the stock exchange requires.
Thereafter, the stock exchange will audit the above documents and decide whether to conform in three days after accepts the application.
After get the confirmation, both sides of stock transfer can apply to the Cleaning Corporation for the transfer register of the shares. At this time, the documents should be submitted to the Cleaning Corporation include:
1. Application form of the transfer register of the shares;
2. The original agreement of stock transfer;
3. The conformation of stock transfer issued by the stock exchange;
4. The valid identity documents with the copies of both sides of stock transfer;
5. Securities account cards with the copies of both sides;
6. Other documents the Cleaning Corporation requires.
The above documents will be audited by the Cleaning Corporation, and then the corporation will handle the register of transfer for the applicants in three business days.
?.Handling of the stock changes under special circumstances
The stock holder who wants to transfer his floating shares should submit relevant documents according to different situations when deal with stock transfer and register of transfer, for instance: when touches on information disclosure, the announcement of stock transfer needs to be provided; if the state ownership is involved, the documents approved by the state-owned assets supervision and administration institution should also be submitted; once the stock of listed companies in banking industry to be transferred reaches to a certain proportion, the documents authenticated by the China Banking Regulatory Commission need to be provided at the same time.
In addition, if the stock changes are concerned with disqualification of the corporate capacity due to judicial enforcement, inheritance, bequest as well as merge and separate of legal persons, or dissolution, bankruptcy, closure in accordance with the law, under the premise of offering the valid evidential documents, the applicants should submit all the relevant documents the Cleaning Corporation requires, once approved, the applicants could handle the register of transfer.
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