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港股回购潮下,上市公司回购与信托买入股份,谁才是最优选择?
Under the wave of Hong Kong stock buybacks, who is the best choice for listed companies to buy back shares or trust to buy shares?

富途信託 ·  {{timeTz}}

一、市场下跌期间,回购成主流公司首选策略

During the decline of the market, buybacks become the preferred strategy for mainstream companies.

今年以来,港股市场表现低迷,估值处于持续下行周期,且位置降到相对低位,这对于许多上市公司来说,既无法体现企业本身的价值,也不利于企业再融资行为开启,对于上市公司而言,采取股份回购维护市值开始进入日程。

Since the beginning of this year, the performance of the Hong Kong stock market has been low, the valuation has been in a continuous downward cycle, and the position has dropped to a relatively low level, which for many listed companies can neither reflect the value of the enterprise itself, nor is it conducive to the opening of corporate refinancing behavior. for listed companies, share buybacks to maintain market capitalization began to enter the agenda.

在公司估值水平较低、甚至市值明显低于净资产的情况下,截止2022年4月8日,有116家港股上市公司展开回购,用以优化财报、稳定股票价格及增强投资者信心等。预计财报静默期结束后,将有大量公司进行股份回购。

At a time when the company's valuation is low, or even its market capitalization is significantly lower than its net assets, as of April 8, 2022, 116 Hong Kong listed companies have launched buybacks to optimize their financial statements, stabilize stock prices and enhance investor confidence. It is expected that a large number of companies will carry out share buybacks at the end of the quiet period.

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二、上市公司从二级市场买入股份的两大主流方式

II. Two mainstream ways for listed companies to buy shares from the secondary market

1. 上市公司以自身名义从二级市场回购股份

1. Listed companies buy back shares from the secondary market in their own name

股票回购是指上市公司利用自己的资金,从股票市场上购回本公司发行在外的一定数额的股票的行为。金杜律所公司和证券部合伙人骆伟德律师指出,根据香港联合交易所有限公司证券上市规则(《上市规则》)第10.06(1)及(2)条,上市公司拟购回的股份的股本须已缴足,上市公司的股东须通过普通决议,给予董事会特别批准或一般授权以进行股份购回,购回的股份数目不得超过上市公司一般性授权的决议获通过当日的已发行股份数目的10%,购买价亦须符合《上市规则》规定。且根据《上市规则》第10.06(5)条,上市公司购回的所有股份将于回购之时自动失去其上市地位,上市公司须确保在完成购回股份结算后,尽快将购回股份的所有权文件注销及销毁。  

Stock buyback refers to the behavior that listed companies use their own funds to buy back a certain amount of shares issued by the company from the stock market. Lawyer Luo Weide, partner of King & Wood Law firm and Securities Department, pointed out that according to Rule 10.06 (1) and (2) of the rules governing the listing of Securities on the Stock Exchange of Hong Kong Limited (the "listing rules"), the share capital of the shares to be repurchased by the listed company must be fully paid up, and the shareholders of the listed company shall, by ordinary resolution, give special approval or general authorization to the board of directors to carry out share repurchases. The number of shares repurchased shall not exceed 10% of the number of shares issued on the day on which the resolution on the general authorization of the listed company is passed, and the purchase price must also comply with the provisions of the listing rules. And according to Rule 10.06 (5) of the listing rules, all shares repurchased by a listed company will automatically lose its listing status at the time of repurchase, and the listed company shall ensure that after the settlement of the repurchase of the shares, cancel and destroy the ownership documents of the repurchased shares as soon as possible.

图:公司直接回购股票

Picture: the company buys back shares directly.

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2. 上市公司成立ESOP信托,指示信托从二级市场买入股份

two。 Listed companies set up ESOP trusts, instructing them to buy shares from the secondary market.

上市公司也可以成立ESOP信托,由独立的第三方信托公司从二级市场买入股份。根据富途信托行政总裁林伟彬介绍,信托二级市场买入即上市公司作为委托人,委任信托公司成为受托人成立ESOP信托,上市公司以指令形式指示受托人在二级市场买入公司股份,买入的股份可作为长期激励库存股激励合资格人士(受益人)。

Listed companies can also set up ESOP trusts, in which independent third-party trust companies buy shares from the secondary market. According to Lin Weibin, CEO of Futu Trust, the trust secondary market purchase means that the listed company acts as the trustee, appointing the trust company as the trustee to establish the ESOP Trust, and the listed company instructs the trustee to buy the company's shares in the secondary market in the form of instructions, and the purchased shares can be used as long-term incentive inventory stocks to encourage qualified persons (beneficiaries).

图:以富途信托为例,通过信托公司从二级市场买入股份的ESOP信托架

Figure: take Futu Trust as an example, an ESOP trust bracket that buys shares from the secondary market through a trust company.

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股市变化莫测,适合时机稍纵即逝,以上哪种方式更适合上市公司?

The stock market is unpredictable, suitable for fleeting opportunities, which of the above is more suitable for listed companies?

图:适合回购的时机稍纵即逝

Picture: the time for buyback is fleeting

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三、对于上市公司而言,采用信托二级市场买入方式更有利于公司业务开展

Third, for listed companies, buying in the trust secondary market is more conducive to the development of their business.

除了上述提到的股东和董事会审核流程及购回的股份需注销外,在《上市规则》第10.06中,香港交易所针对上市公司直接回购股份的规定包括但不限于以下:

In addition to the above-mentioned review process of shareholders and the board of directors and the need to cancel the repurchased shares, in the listing rules 10.06, Hong Kong Exchanges and Clearing's provisions on direct share repurchases by listed companies include, but are not limited to, the following:

(1)回购价格不能高于过去5个交易日的平均收市价的5%或以上;

(2)上市公司在得悉内幕消息后,不得进行股份回购,直至有关消息已公开为止。尤其是,上市公司不得在董事会为通过任何年度、半年度、季度或任何其他中期业绩而举行的董事会会议日期或公布任何年度、半年度、季度或任何其他中期业绩的限期(以较早者计)前的一个月内进行回购;

(3)每次股份回购后的30日内,不得发行新股融资和公告新股计划;

(4)在回购港股后的下一个交易日之前,上市公司必须披露前一个交易日回购股份的价格和数量。

(1) the repurchase price cannot be higher than 5% or more of the average closing price of the past 5 trading days.

(2) after learning the inside information, the listed company shall not carry out share repurchase until the relevant information has been made public. In particular, a listed company shall not repurchase within one month before the date of the board meeting held by the board of directors for the adoption of any annual, semi-annual, quarterly or any other interim results or the publication of any annual, semi-annual, quarterly or any other interim results.

(3) No new shares shall be issued for financing or announcement of new shares within 30 days after each share repurchase.

(4) before the next trading day after the repurchase of Hong Kong shares, the listed company must disclose the price and quantity of the shares repurchased in the previous trading day.

综上所述,上市公司直接回购存在审核程序、回购价格、操作时限、后续融资计划、回购披露等方面的限制,购回的股份将于购回之时自动失去上市地位,上市公司须尽快将购回股份的所有权文件注销。 

To sum up, there are some restrictions on the direct repurchase of listed companies, such as examination procedure, repurchase price, operation time limit, follow-up financing plan, repurchase disclosure and so on, and the repurchased shares will automatically lose their listing status at the time of repurchase. Listed companies shall cancel the ownership documents of the repurchased shares as soon as possible.

针对信托二级市场买入股份,骆律师指出:

In response to the purchase of shares in the trust secondary market, lawyer Locke pointed out:

通过信托做二级市场买入上市公司股份进而将信托买入的股份用做长期激励无须根据《上市规则》第10.06(1)条召开股东大会通过普通决议以获得董事会特别批准或一般授权,买入的股份亦不会注销,但上市公司须根据其组织文件,以及上市公司注册或成立所在地司法管辖区的法例批准设立激励计划。根据现时《上市规则》,如果股份奖励计划不构成《上市规则》第17章所指的股份期权计划,《上市规则》第17章下的股东大会及披露等规定便不适用于股份奖励计划。

Buying the shares of a listed company through the trust in the secondary market and then using the shares purchased by the trust as a long-term incentive do not need to convene a general meeting in accordance with rule 10.06 (1) of the listing rules to obtain special approval or general authorization of the board of directors, the shares purchased will not be cancelled, but the listed company shall, in accordance with its organizational documents And the legislation of the jurisdiction where the listed company is registered or established approves the establishment of an incentive scheme. Under the existing listing rules, if the share incentive scheme does not constitute a share option scheme within the meaning of Chapter 17 of the listing rules, the general meeting and disclosure requirements under Chapter 17 of the listing rules will not apply to the share incentive scheme.

上市公司直接回购与信托二级市场买入股份的主要区别如下:

The main differences between direct repurchase of listed companies and the purchase of shares in the trust secondary market are as follows:

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上市公司通过信托做二级市场买入股份这一方式更加灵活,操作限制更少,同时购回的股份可用作进一步激励人才的股份来源,骆律师表示:「设立股份奖励计划可以表扬和鼓励若干合资格人士对上市公司业务发展及增长作出贡献,以保留彼等为上市公司的持续营运及发展服务,并能吸引合适人员为上市公司的增长及未来发展效力」。

Listed companies have more flexibility and fewer operational restrictions to buy shares in the secondary market through trusts, and the repurchased shares can be used as a share source to further motivate talents. Lawyer Locke said: "the establishment of a share incentive scheme can commend and encourage certain qualified persons to contribute to the business development and growth of listed companies, so as to retain their services for the continuous operation and development of listed companies." And can attract suitable personnel for the growth and future development of listed companies.

信托二级市场买入股份的方式也逐渐成为上市公司的优先选择。

The way of buying shares in the trust secondary market has gradually become the preferred choice of listed companies.

根据富途信托从公开市场收集到的数据,自2021年至今年4月8日,共有96家公司公告通过信托从二级市场买入股份,其中已有35家公司已经通过信托落地二级市场买入上市股份,另有56家公司已公告在新采纳的股份奖励计划中,将通过受托人从二级市场买入股份。

According to data collected by Futu Trust from the open market, from 2021 to April 8 this year, a total of 96 companies announced that they would buy shares from the secondary market through trusts, of which 35 companies have already bought listed shares through trust landing in the secondary market. Another 56 companies have announced that they will buy shares from the secondary market through trustees in the newly adopted share incentive scheme.

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以心通医疗-B、港华智慧能源、中国软件国际为例。

Take Xintong Healthcare-B, Hong Kong-China Smart Energy, and China Software International as examples.

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四、富途信托一站式二级市场买入服务,协同效应实现降本增效

Fourth, Futu Trust one-stop secondary market purchase services, synergy to achieve cost reduction and efficiency

通过信托公司从二级市场买入上市公司股份并将购回的股份用做长期激励,全流程的工作涉及到多家服务商的交互,传统的解决方案中信托公司、券商、ESOP服务商等割裂地提供服务,沟通的效率、服务的效率和质量大打折扣。

Through trust companies to buy shares of listed companies from the secondary market and use the repurchased shares as long-term incentives, the whole process involves the interaction of multiple service providers. In the traditional solution, trust companies, securities firms, ESOP service providers and other services are provided separately, and the efficiency of communication, the efficiency and quality of services are greatly reduced.

比如,传统信托机构在实施股份买入时,信托公司只负责架构搭建和交易指令下达,券商被动接受交易指令,跟公司管理层完全没有沟通,可能无法充分执行管理层的意志。再比如传统信托服务商往往存在搭建信托与开户时间较长、交易费用较高、服务效率低下、需设立信托下控股BVI等痛点,买入过程冗余复杂,等到信托搭建完成从二级市场买入时已错过最佳时机。在此背景下,市场对一站式信托服务的迫切需求再次凸显。

For example, when traditional trust institutions implement share purchase, trust companies are only responsible for building the structure and issuing trading orders, while securities firms passively accept trading orders and have no communication with the management of the company, so they may not be able to fully implement the will of the management. For example, traditional trust service providers often have some pain points, such as long time to set up trust and open account, high transaction cost, low service efficiency, need to set up holding BVI under trust and so on. The buying process is redundant and complex, and the best opportunity has been missed when the trust is completed and bought from the secondary market. Under this background, the urgent demand of the market for one-stop trust service is highlighted again.

针对传统信托公司的痛点,富途信托一站式服务应运而生,基于富途集团强大的券商交易系统和交易团队,以及专业高效的ESOP全套服务的支持,富途信托能够更加高效地满足上市公司的需求。不仅信托架构搭建快速、交易系统和交易团队专业高效,从二级市场买入的股份可以直接通过富途ESOP系统管理数据、到期分配给合资格激励人士,富途信托的解决方案在整体业务的衔接和系统的互联互通上更具优势,从而大大降低企业成本、提高整个二级市场买入股份业务的效率,从而实现公司、二级市场投资者和受激励员工三赢。 

In view of the pain points of traditional trust companies, Futu Trust one-stop service arises at the historic moment. Based on the strong securities trading system and trading team of Futu Group, as well as the support of professional and efficient ESOP services, Futu Trust can meet the needs of listed companies more efficiently. Not only the trust structure is built quickly, the trading system and trading team are professional and efficient, but the shares purchased from the secondary market can be directly managed through the Futu ESOP system and allocated to qualified motivators when they expire. The solution of Futu Trust has more advantages in the connection of the overall business and the interconnection of the system, thus greatly reducing the enterprise cost and improving the efficiency of the stock purchase business in the whole secondary market. In order to achieve the win-win situation of the company, the secondary market investors and the motivated employees.

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富途信托是一家根据香港《反洗钱及反恐融资条例》(第615章)注册的持牌信托或公司服务提供者(牌照号码:TC006475),以及根据香港《受托人条例》(第29章)注册的信托公司。富途信托团队汇集了来自银行信托部、跨国信托服务提供商以及家族办公室的优秀员工,具备丰富的股权激励信托和家族信托服务经验。截至目前,富途信托已为超过100家企业提供信托咨询服务,响应迅速,备受各行业企业认可。

Forto Trust is a licensed trust or corporate service provider (licence number: TC006475) registered under the Hong Kong Anti-money laundering and counter-Terrorism financing Ordinance (Cap. 615) and a trust company registered under the Hong Kong Trustee Ordinance (Cap. 29). The Futu Trust team brings together outstanding employees from bank trust departments, multinational trust service providers and family offices, with rich experience in equity incentive trust and family trust services. Up to now, Futu Trust has provided trust consulting services for more than 100 enterprises, which has responded quickly and has been recognized by enterprises in various industries.


采访专家介绍:

Interview with experts:

金杜公司和证券部合伙人 骆伟德律师

Lawyer Luo Weide, partner of King & Wood Company and Securities Department

骆伟德律师专注于办理范围广泛的交易,包括并购、企业融资和结构制定,以及资本市场。 骆律师的经验延伸至私营与公营收购、首次公开发售、企业重组和私有化,以及香港与中国证券监管。骆律师曾就多个香港与中国的重大交易而向外国与中国企业和银行提供咨询。骆律师多年来一直被多个法律指南和评比机构评为杰出律师。在2014年,《亚太法律500强》引述资料来源道,"骆律师拥有'非常敏锐的商业触角'"。自2012年以来,骆律师一直被《国际金融法律评论》推荐为香港并购杰出律师。

Lawyer Luo Weide focuses on a wide range of transactions, including mergers and acquisitions, corporate financing and structural development, as well as capital markets. Locke's experience extends to private and public acquisitions, initial public offerings, corporate restructuring and privatization, and securities regulation in Hong Kong and China. Mr. Locke has advised foreign and Chinese companies and banks on a number of major Hong Kong-China transactions. Over the years, Mr. Locke has been rated as an outstanding lawyer by a number of legal guides and rating agencies. In 2014, Fortune 500 Asia Pacific Law quoted sources as saying that "lawyer Locke has' very keen business contacts'." Since 2012, Mr. Locke has been recommended as a prominent M & A lawyer in Hong Kong by the International Financial Law Review.

富途信托行政总裁 林伟彬

Lin Weibin, Chief Executive Officer of Futu Trust

工商管理硕士及法律学士学位,全球信托与遗产从业者协会(STEP)的荣誉会员TEP,国际金融理财策划师CFP,从事跨境财富管理和信托服务近30年,曾任跨国银行集团信托业务副总监、零售业务部及产品规划部总经理等职务。Ben对股权激励、家族信托、慈善基金、私募股权基金、家族办公室等多项业务有丰富的经验,曾为多家香港和美国上市公司提供股权激励服务,为高净值客户提供家族信托及基金等服务。

Master of Business Administration and Bachelor of laws, TEP, Honorary member of the Global Association of Trust and Heritage Practitioners (STEP), CFP, International Financial planner, engaged in cross-border wealth management and trust services for nearly 30 years, has served as Deputy Director of Trust Business of multinational Banking Group, General Manager of Retail Business Department and General Manager of Product Planning Department. Ben has rich experience in equity incentives, family trusts, charitable funds, private equity funds and family offices, and has provided equity incentive services to a number of listed companies in Hong Kong and the United States, as well as family trusts and funds for high net worth clients.

更多咨询,请关注:

For more enquiries, please follow:

富途信托官网:www.fututrustee.com

The official website of Fu Tu Trust:Www.fututrustee.com

富途信托邮箱:info@fututrustee.com

Futu Trust email: info@fututrustee.com

富途信托小秘书:966666(牛牛号)

Little Secretary of Futu Trust: 966666 (Niu Niu)

This page is machine-translated. Futubull tries to improve but do not guarantee the accuracy and reliability of the translation, and will not be liable for any loss or damage caused by any inaccuracy or omission of the translation.

Risk disclosure: The above content only represents the opinion of the authors or guests, and does not represent any positions of Futu or constitute any investment advice on the part of Futu. Before making any investment decision, investors should consider the risk factors related to investment products based on their own circumstances and consult professional investment advisers where necessary. Futu makes every effort to verify the authenticity, accuracy, and originality of the above content, but does not make any guarantees or promises.

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