Video websites introduce state-owned assets and are still soliciting opinions. Mainstream websites are "not interested"

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A number of lawyers told reporters that specific measures for the special management unit system implemented by online publishing service units have not yet been introduced. It is recommended that the system should be put first and multi-party consultations should be carried out through public solicitation of opinions. Liu Junhai, a professor at the Law School of Renmin University of China, told reporters that according to the current regulations and the latest definition of online publishing services, in fact, video websites, including the VIE structure, cannot operate in China. At present, the regulatory authorities are still "turning a blind eye...

although he did not disclose the specific plan for the special management shareholding, he said that a number of mainstream video sites questioned by SARFT were "not interested" in participating in the plan.

recently, there has been a lot of rumors about the SARFT talking about video websites and the hope that state-owned enterprises will hold special management shares in video websites.

on May 23, an insider of a well-known video website confirmed to the reporter that a number of mainstream video websites had recently communicated with the State Administration of Radio, Film and Television, mainly from the State Administration of Radio, Film and Television. "what is circulating on the market now is basically about the specific plan for state-owned assets to invest in shares. However, at present, it is only at the stage of consultation, and no relevant administrative order has been issued. " The above-mentioned industry insiders told reporters.

the person told reporters that this matter is the responsibility of the cooperative department of the video website connecting with the government. Although he did not disclose the specific plan for the special management shareholding, he said that a number of mainstream video sites questioned by SARFT were "not interested" in participating in the plan.

the State Administration of Press, publication, Radio, Film and Television held a meeting with online video companies on May 18 and advised them to sign a document of intention to introduce state-owned shares between June 10, according to sources familiar with the matter cited by Bloomberg. But at present, the news has not been confirmed by any official body.

< strong > Golden share system < / strong >

where does the special management equity system come from?

starting from March 10 this year, the regulations on the Management of Network Publishing Services have been formally implemented. This regulation replaces the interim regulations on the Administration of Internet Publishing since 2002 and expands the scope of online publications to include original or adapted digital works such as text, pictures, maps, games, animation, audio and video.

at the same time, it is also stipulated that "the network publishing service unit shall implement a special management unit system, and the specific measures shall be formulated separately by the State Administration of Press, publication, Radio, Film and Television."

in fact, in August 2015, the guiding opinions of the CPC Central Committee and the State Council on deepening the Reform of State-owned Enterprises proposed to explore the establishment of a national special management stock system in a few specific areas. As an important measure to promote the innovation of cultural system and mechanism, the special management stock system was first written into the decision of the CPC Central Committee on several major issues of comprehensively deepening reform adopted at the third Plenary session of the 18th CPC Central Committee.

it is reported that the special management stock system first appeared in the 1980s. As a system designed by Margaret Thatcher to promote the reform of British state-owned enterprises, the special management stock system was also known as the "gold stock" system at that time.

the gold share system was widely used in Europe in the 1970s and 1980s, with the background of the privatization of state-owned enterprises. Take Britain as an example, at that time, the Thatcher government carried out privatization reform of state-owned enterprises and sold state-owned shares in aviation, telecommunications, water conservancy, power and other industries one after another, but the government maintained special power with "gold shares" in these companies.

Wang Shiyu, an expert on M & A, told reporters that it is obvious that China can learn from this system at present. But what is different from the "gold share system" is that it is more like a system contrary to the "gold share system" for state-owned enterprises to buy shares in video websites.

at the same time, the new rules also prohibit foreign companies and Sino-foreign joint ventures from engaging in online publishing services in China. Liu Junhai, a professor at the School of Law at Renmin University of China, told reporters that according to the current regulation and the latest definition of online publishing services, video websites, including the VIE structure, cannot operate in China, and regulators are still "turning a blind eye".

it is worth noting that the specific measures for the special management unit system have not yet been promulgated, which will be formulated by the State Administration of Press, publication, Radio, Film and Television.

< strong > the operation flow is complex < / strong >

at present, the equity of Nasdaq listed companies can be divided into A shares and B shares, and the voting rights of B shares are generally 10 times that of A shares, but in many exchanges outside NASDAQ, this system is not allowed.

in fact, if regulators want state-owned enterprises to hold special management units of video website companies, the situation is actually more complicated.

"for video websites listed on A shares, first of all, according to the amount of investment, it is necessary to determine whether SASAC and NDRC are required for examination and approval, secondly, there must be a resolution of the board of directors of state-owned enterprises, and again there must be a resolution of the shareholders' meeting of state-owned enterprises. Then choose to buy each other's shares directly in the secondary market, or approve the private placement by the other party's board of directors or shareholders' meeting. " Shen Meng, director of Xiangsong Capital, told reporters.

for video websites wholly owned by institutions, state-owned enterprises can buy shares directly from the parent company of video websites if they want to buy shares, but if the transaction is an overseas investment, they need approval from safe.

and for assets under listed Chinese stocks such as Sohu Video, in addition to the internal process of state-owned enterprises, safe must have exit approval documents for funds. Finally, the same as A-share listed companies, choose to buy shares through the secondary market, or get the approval of the other board of directors or shareholders' meeting to increase.

in addition, for state-owned enterprises that want to enter the market, they also need to go through many links. "[state-owned enterprises] mainly have to go through the examination and approval of SASAC, which is very difficult and depends on government relations." Wang Shiyu told reporters. Lawyer Zhang Weihua said that in addition to the decision-making process of state-owned enterprises, it is also necessary to consider whether the main business of state-owned enterprises can invest in video websites.

A number of lawyers told reporters that at present, specific measures for the special management unit system implemented for online publishing service units have not yet been issued, and it is suggested that we should make the system first and do a good job in multi-party consultation by publicly soliciting opinions. In addition, experts suggest that the special management equity is mainly the right of veto.

Hu Gang, a well-known lawyer, believes that in the process of appointing directors, they should be required to be paid by the dispatched units.In the same way, institutions with special management units should not participate in any benefits such as corporate dividends. "the purpose of management is in the public interest, to provide good Internet content and to protect the legitimate rights and interests of consumers." Hu Gang said that institutional innovation should be encouraged, legal basis should be clarified and consultations should be conducted on an equal footing.

Hu Gang told reporters that compared with supervising video websites by adding directors, self-regulation through industry self-discipline and regulatory associations may be more efficient.

"in addition to putting the system first, we should also respect the voluntary principle of video websites. No matter taking directional additional issuance or direct purchase of equity, we need to carry out asset evaluation in accordance with fair consideration, rigorous procedures and standardized governance in the future." Liu Junhai told reporters.

Edit: yvonne