The Shenzhen Stock Exchange outlines, in its new rules released on February 5, firms listing via the bourse may apply to suspend their shares, if they find in advance that they fail to keep the information about their planned non-public offering confidential, and that great impact on the trading prices of their shares and derivatives may arise and hence lead to the abnormal fluctuation of their stock trading. They may not resume the listing until the day the proposals of their boards of directors are announced.
Under the bourse's Guidelines for the Non-public Share Offering of Listed Companies, if listed companies apply for the offering, their boards of directors must make resolutions on the offering plans, feasibility reports on the use of the raised funds, the reports on the use of the previously raised funds and other matters that are necessary to be outlined. The boards must also submit all these plans and reports to the shareholders' meetings for approval.
If directors of the listed companies have affiliated relationships with the enterprises involved in the offering, they cannot vote on the resolutions, nor vote on behalf of other directors. The board meeting can be held with more than half of the non-affiliated directors in presence and the resolutions must be agreed by at least half of the non-affiliated directors.
Listed companies must offer the shares within 6 months after the approval of their offering by the China Securities Regulatory Commission, otherwise, the approval will automatically become invalid and the companies must get another approval from the commission for the offering.
If the offering leads to the alteration of control rights or the change of related stock rights and interests, the listed companies must also comply with the Procedures for the Administration of Takeovers of Listed Companies.