New asset management rules and ‘three types of shareholders’

Three types of shareholders” usually refers to shareholders involved in asset management products such as contractual-type private funds, asset management plans, and trust plans. According to the basic requirements of the securities law, company law and IPO rules, the stability of the equity structure and the clarity of the controlling shareholder and the actual controller are the basic auditing conditions, so enterprises that intend to be listed, and in which there are “three types of shareholders”, usually will be subject to strict and prudent supervision and verification by the regulatory authorities. Meanwhile, due to the influence of the policy factor of the National Equities Exchange and Quotation (NEEQ), the “three types of shareholders” problem is particularly prominent in enterprises to be listed on the NEEQ.

The reason why the “three types of shareholders” problem is the focus of supervision and verification in the IPO process, and the core issue of sustained attention from the regulatory authorities, lies in the legal construction and structural characteristics of the “three types of shareholders” itself. Under the existing legal system, there may be conflicts or challenges in terms of “equity clarity”, “equity structure stability”, and other conditions required by the listing rules, which are mainly reflected in three aspects.

First, the “three types of shareholders” are based on the construction of contracts, asset management plans or trust plans, the legal basis of which is the legal relationship of trust. They do not themselves have a “real” subject and therefore do not have the civil subject qualification and legal person qualification, and there are also problems such as the attribution of shareholders’ rights and the bearing of responsibilities.

Jason Xia is a partner at Wintell & Co. He can be contacted on +86 21 6854 4599 or by email at jason.xia@wintell.cn