美证交会批准提高借壳上市门槛新规

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美证交会批准提高借壳上市门槛新规

2011-11-10 08:26:00　　作者：
　

新浪财经讯 北京时间11月10日上午消息，据外电报道，鉴于最近爆出的多宗上市公司财务丑闻，美国证券监管机构周三批准了提高反向并购企业在美国上市门槛的新规。

根据美国证券交易委员会(SEC)周三批准的新上市标准，任何一家欲通过反向并购方式在美上市的企业必须满足更为严格的新标准，才能在纳斯达克、纽约泛欧交易所(NYSE Euronext)及纽约泛欧全美证券交易所(NYSE Amex)挂牌上市。

反向并购是指一家拟上市公司收购美国的一家上市公司(壳公司)进行合并或者重组，然后把拟上市企业的资产注入上市公司，实现借壳上市。许多赴美上市的中国企业近来因涉嫌财务造假遭到监管部门的调查。

美证交会与美国司法部正在积极调查赴美上市中资企业的会计违规问题。美证交会从去年起加大力度打击这种非法行为，几十只中概股已被爆出审计师辞职或存在会计违规问题。

最近几个月，美国交易所与证交会除了勒令逾35家企业停盘或暂停交易外，还在共同酝酿推出更为严格的上市新规。

美证交会主席夏皮罗在声明中称：“对拟借壳上市的企业设置更为严格的要求将能更好地保护投资者。”

根据新规，反向并购的企业将被要求通过场外交易或在另一个受监管市场上交易的方式完成一年的成熟期(seasoning period)考察，才能申请上市。

这些企业必须向SEC递交包括经审计过的财报在内的所有必要文件，并在一定时间内维持规定的最低股价，即在企业申请上市、交易所决定让其上市之前的60个交易日内至少有30天能维持这一最低股价水平。

SEC Approves New Rules to Toughen Listing Standards for Reverse Merger CompaniesWashington, D.C., Nov. 9, 2011 — The Securities and Exchange Commission today approved new rules of the three major U.S. listing markets that toughen the standards that companies going public through a reverse merger must meet to become listed on those exchanges.Currently, reverse merger companies like other operating companies can pay to be listed on an exchange, where investors can purchase and sell shares of the company. In some cases, regulators and auditors have greater difficulty obtaining reliable information from reverse merger companies, particularly those based overseas. Reverse mergers permit private companies, including those located outside the U.S., to access U.S. investors and markets by merging with an existing public shell company. In summer 2010, the SEC launched an initiative to determine whether certain companies with foreign operations – including those that were the product of reverse mergers – were accurately reporting their financial results, and to assess the quality of the audits being done by the auditors of these companies. The SEC and U.S. exchanges have in recent months suspended or halted trading in more than 35 companies based overseas citing a lack of current and accurate information about the firms and their finances. These included a number of companies that were formed by reverse mergers. In June, the SEC issued an investor bulletin warning investors about companies that engage in reverse mergers.“Placing heightened requirements on reverse merger companies before they can become listed on an exchange will provide greater protections for investors,” said SEC Chairman Mary L. Schapiro. Under the new rules, Nasdaq, NYSE, and NYSE Amex will impose more stringent listing requirements for companies that become public through a reverse merger. Specifically, the new rules would prohibit a reverse merger company from applying to list until: The company has completed a one-year “seasoning period” by trading in the U.S. over-the-counter market or on another regulated U.S. or foreign exchange following the reverse merger, and filed all required reports with the Commission, including audited financial statements.    The company maintains the requisite minimum share price for a sustained period, and for at least 30 of the 60 trading days, immediately prior to its listing application and the exchange’s decision to list. Under the rules, the reverse merger company generally would be exempt from these special requirements if it is listing in connection with a substantial firm commitment underwritten public offering, or the reverse merger occurred long ago so that at least four annual reports with audited financial information have been filed with the SEC.