The new board wide moratorium on the gambling agreement a Liquidation Preference of five banned term

August 8, 2016 in the afternoon class today at 00:01 am, the national share transfer system released "FAQ listed company stock issuance by WeChat (three), the number of public funds management, special provisions, the subscription agreement special type of listed company financing", a wide range of ban on gambling terms including:

.Anti dilution provisions of

1 were banned: the prohibition of restrictions on the future price of listed company’s stock issuance financing (editor’s note: anti dilution provisions were banned).

2 compulsory dividend rights are forbidden: prohibit mandatory listed company equity distribution, or can not be assigned rights.

3 is the right to ban the best: listed company refinancing in the future, if the new investor and listed company agreed to better than the terms of this issue, the relevant provisions of the terms of the application for the issuance of the subscription.

Protective clauses

4 is not reasonable, and the program was banned: Subscription party without listed company internal decision-making procedures directly to the listed company or the board of directors accredited to the listed company management decision to a veto, this provision is prohibited.

5 liquidation priority is prohibited: prohibit the right to priority liquidation provisions do not comply with relevant laws and regulations.

6 general terms: special provisions prohibit listed company or other damage to the legitimate rights and interests of the shareholders of the listed company.

, the anti dilution provisions, the right to the best and the right to priority liquidation, the basic provisions of the terms of the VC/PE signed SPA, the implementation of the provisions will have a significant impact on VC investment.

with the national stock transfer system provides full text:

listed company stock issue FAQ (three) – to raise funds management, subscription agreements in special terms, special types of listed company financing

2016-08-08 national share transfer system

a, listed company issued shares to raise funds to manage what regulatory requirements?

: a listed company offering in addition to meet the "non listed public company supervision and management methods", "the National SME share transfer system business rules (Trial)", "the National SME share transfer system of stock issuance business rules (Trial)" and other relevant provisions, shall also meet the following requirements:


(a) the use of raised funds

listed company to raise funds should be used for the company’s main business and related business areas. In addition to the financial enterprises, raise funds shall not be used for holding the trading financial assets and financial assets available for sale or lent to others, trust management and other financial investments, shall not directly or indirectly in the trading of securities investment in the main business of the company, shall not be used for stocks and other derivatives, Switching Company bonds etc. not through the transaction; pledge, entrusted loans or other means to change the use of proceeds in disguise; raise funds temporarily idle cash management can be carried out, the performance of the laws and regulations, regulations >

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