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beijing stock exchange knowledge guide丨issue 7: over-allotment option for new stock issuance

2024-09-19

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through a question-and-answer format, investors will be introduced to the knowledge and information they need to master to participate in the beijing stock exchange market from multiple aspects such as investor suitability management, trading rules, issuance and listing, and corporate supervision, helping investors to better understand the beijing stock exchange market.

what additional disclosure should be made by an issuer if it plans to use the over-allotment option?

1. the issuer and the lead underwriter shall specify in the prospectus or the offering prospectus whether to adopt the over-allotment option and the upper limit of the number of shares to be issued by adopting the over-allotment option when submitting the offering application. 2. the issuer and the lead underwriter shall specify in the offering plan and disclose in the prospectus the implementation plan of the over-allotment option, including the implementation objectives, operation strategies, possible situations and expected results, etc.; and disclose in the offering announcement the specific number of shares to be issued by fully exercising the over-allotment option.

what to do after the over-allotment option is exercised?

the lead underwriter who adopts the over-allotment option can, when soliciting investors' subscription intentions, reach an agreement with investors on the pre-sale of the shares corresponding to the proposed exercise of the over-allotment option, and clarify that the investors agree to make advance payments and to have the shares delivered to them in a deferred manner. the lead underwriter shall file the agreement on deferred delivery of shares with the beijing stock exchange and the beijing branch of china securities depository and clearing co., ltd. for record. 2. within 5 trading days after the expiration of the over-allotment option exercise period or the cumulative number of repurchased shares reaches the limit on the number of shares issued using the over-allotment option, the funds raised from the over-allotment shares shall be paid to the issuer, and the shares shall be delivered to the investors who agree to the deferred delivery of shares. the remaining funds, except for the funds used for the repurchase of shares and the funds transferred to the issuer for the issuance of additional shares, shall be included in the securities investor protection fund.

when an authorized lead underwriter uses funds raised from over-allotment securities to purchase the issuer's securities, how should it purchase them?

within 30 days from the date when the issuer's shares are listed on the beijing stock exchange, the authorized lead underwriter has the right to use the funds raised from the over-allotment of shares to purchase the issuer's shares from the secondary market through competitive bidding, and the declared purchase price shall not be higher than the issue price of this issue. the sum of the issuer's shares purchased by the lead underwriter through competitive bidding and the additional shares required by the issuer shall not exceed the number of shares to be issued by fully exercising the over-allotment option disclosed in the issuance announcement. the shares purchased by the lead underwriter in accordance with the above provisions shall not be sold.

beijing news shell financial reporter chen yan editor chen li proofreader liu baoqing