Cctv newsThe full implementation of the registration system is a major reform involving the overall situation of the capital market. The promulgation and implementation of the rules of the registration system in an all-round way indicates that the institutional arrangement of the registration system has been basically finalized, and that the registration system has been extended to the whole market and all kinds of public offering of shares, which is a milestone in the reform and development of China’s capital market. On February 17th, 2023, in accordance with the unified deployment of China Securities Regulatory Commission, Shanghai Stock Exchange officially issued 26 business rules, guidelines and guidelines that are compatible with the full implementation of the stock issuance registration system. The relevant person in charge of the Shanghai Stock Exchange answered the reporter’s questions on issues of market concern.
1. Please introduce the general situation of the business rules issued this time.
A:In order to implement the decision of the CPC Central Committee and the State Council on the full implementation of the registration system, under the unified leadership of the China Securities Regulatory Commission, the Shanghai Stock Exchange formulated or revised the supporting business rules for the full implementation of the registration system, which was officially released to the market with the approval of the China Securities Regulatory Commission.
This time, the Shanghai Stock Exchange issued 26 business rules, including 9 major business rules, such as the Rules for the Examination of Stock Issuance and Listing of Shanghai Stock Exchange, which has been publicly solicited for comments, and 17 supporting business rules, guidelines and business guides. These 26 rules, together with other rules of this Exchange, constitute a business rule system to ensure the smooth implementation of the full registration system in Shanghai Stock Exchange.
These 26 business rules cover the main institutional arrangements of listing review, underwriting, continuous supervision, trading organization management and investor protection under the full implementation of the registration system. Specifically, it includes four categories: (1)11 rules for IPO review, namely IPO review rules, refinancing rules, merger and reorganization rules, preferred stock review rules, and guidelines and guides for application document acceptance, on-site supervision, business consultation and communication. (2) Six underwriting rules, including the underwriting rules for initial public offering and refinancing, as well as the online and offline issuance rules, the working rules of the self-discipline committee and the guidelines for the listing announcement. (3) Two continuous supervision rules, namely, the main board listing rules and major asset restructuring guidelines. (4) Seven trading organization and management rules, namely, trading rules, margin trading rules, refinancing securities lending trading methods, abnormal trading monitoring rules of the main board and science and technology innovation board, notice that stocks and depositary receipts will not be used as stock pledged repurchase and agreed repurchase securities under the registration system for the time being, and a guide to the necessary clauses of the main board risk disclosure.
After the comprehensive implementation of the registration system and the centralized release of supporting business rules, the Shanghai Stock Exchange will pay close attention to the integration and cleaning up of other business rules, strengthen adaptability, integration and synergy, and further promote the construction of a "concise and friendly" rule system.
2. In the early stage, the Shanghai Stock Exchange publicly solicited opinions from the public on nine supporting business rules, including the review rules for stock issuance and listing. Please briefly introduce the relevant situation.
A:From February 1 to February 8, 2023, the Shanghai Stock Exchange publicly solicited opinions from the market on nine major business rules through official websites, emails, 400 hotlines and symposiums. The opinions of members, relevant market institutions and self-regulatory organizations were solicited on the four business rules. Issue questionnaires to get a broad understanding of investors’ and market practitioners’ comments on the reform and opinions on the work of the Shanghai Stock Exchange.
Generally speaking, all parties highly agree with the full implementation of the registration system. It is generally believed that the full implementation of the registration system is of great significance to improve the multi-level capital market system, enhance the capital market’s ability to serve the real economy, and help the high-quality economic development, marking that the capital market has entered a new historical development stage. All parties in the market have fully affirmed the supporting business rules for soliciting opinions, which are considered to reflect the objectives and requirements of the registration system reform.
As of February 8, the Shanghai Stock Exchange has received 128 specific opinions and suggestions related to the rules from various market entities. The Shanghai Stock Exchange attaches great importance to the opinions and suggestions from all walks of life and carefully studies them one by one. Among them, more than 30 articles were adopted, mainly involving extending refinancing, reorganizing the submission time of working papers of intermediaries, optimizing the callback mechanism of the main board and standardizing the quotation behavior of offline investors. Some opinions are not adopted, and some belong to the implementation level, which will be implemented in the implementation of the rules; Some of them belong to the level of understanding, and the follow-up will be clarified by increasing training and publicity; Some of them are still controversial, which will be further studied and demonstrated.
III. Please briefly introduce the detailed rules for real-time monitoring of abnormal stock trading on the main board of Shanghai Stock Exchange and the detailed rules for real-time monitoring of abnormal stock trading in science and technology innovation board of Shanghai Stock Exchange.
A:In order to improve the transparency and standardization of the supervision of abnormal stock trading under the full implementation of the registration system, the Shanghai Stock Exchange, on the basis of adhering to the continuity, stability and predictability of the supervision rules, summed up the practical experience of supervision and combined with the opinions and suggestions of market institutions, formulated the Detailed Rules for Real-time Monitoring of Abnormal Stock Trading on the Main Board of Shanghai Stock Exchange (hereinafter referred to as the Detailed Rules for Monitoring Main Board Stocks). The main contents are as follows: First, the qualitative description and quantitative indicators of typical abnormal trading behaviors of main board stocks are disclosed, and the monitoring standards of 14 typical abnormal trading behaviors of 5 categories are stipulated to further clarify market expectations. The second is to optimize and improve some monitoring indicators, improve the accuracy of supervision, and reduce unnecessary intervention in transactions. Third, the stocks with serious abnormal fluctuations, risk warning stocks and delisting stocks will be included in the key monitoring scope, so that abnormal transactions can be strictly identified and regulatory measures can be taken to prevent trading risks.
At the same time, the Shanghai Stock Exchange revised the Detailed Rules for Real-time Monitoring of Abnormal Trading in science and technology innovation board Stock of Shanghai Stock Exchange (hereinafter referred to as the Detailed Rules for Monitoring science and technology innovation board Stock) to adapt to the adjustment of the upper rules such as the Trading Rules of Shanghai Stock Exchange (hereinafter referred to as the Trading Rules) and further improve the monitoring standards, which are basically consistent with the Detailed Rules for Monitoring Main Board Stocks. The Detailed Rules for Monitoring the Main Board Stock and the Detailed Rules for Monitoring the science and technology innovation board Stock are positioned as the subordinate rules of the Trading Rules. Where there are no provisions in the Detailed Rules for Monitoring the Main Board Stock and the Detailed Rules for Monitoring the science and technology innovation board Stock, the Trading Rules and other relevant provisions shall apply.
Four, please introduce the main differences between the underwriting mechanism of the main board’s initial public offering under the full implementation of the registration system.
A:The Detailed Rules for the Issuance and Underwriting of Initial Public Offerings of Shanghai Stock Exchange issued and implemented this time are applicable to the main board and science and technology innovation board. According to the reform direction of marketization and rule of law, combined with the characteristics of the stock plate, we reformed and improved the main board issuance and underwriting system, copied and popularized the practical experience of the previous pilot registration system, and adjusted and optimized the mechanism arrangements such as pricing and placing; While enhancing inclusiveness and adaptability, market constraints have been strengthened based on considerations such as taking into account stocks, preventing and controlling risks, and protecting the rights and interests of small and medium-sized investors. Compared with before the reform, the main differences of the underwriting mechanism of the main board initial issuance are as follows:
The first is the pricing mechanism.It is clear that the issue price and scale of new shares are mainly determined by marketization. Enterprises with smaller issuance scale will continue to retain direct pricing and add a reference upper limit for pricing. Further improve the inquiry pricing, and optimize the mechanisms for offline investors to fill in the price, the upper limit of the highest quotation rejection ratio, the disclosure of quotation information, the pricing reference value, and the issuance of special announcements on investment risks. It is clear that offline issuance can be restricted by lottery or proportional sales, further increasing the quotation constraints of offline investors.
The second is the subscription and placement.The subscription unit for new shares of online investors on the main board will be adjusted from 1,000 shares to 500 shares, which is consistent with science and technology innovation board. It is clear that when the online subscription multiple is high, on the basis of ensuring that a large proportion of new shares are issued to online investors, the upper limit of the proportion after the callback of the main board will be adjusted from 90% to 80%. According to the difference in the number of issues, the scale of strategic placement and the arrangement of the number of participating investors are clarified.
The third is risk prevention and control.Improve the implementation mechanism of over-allotment option. A new mechanism for coping with major changes in the market allows issuers and lead underwriters to require offline investors to pay a certain amount of deposit, and it is clear that investors who abandon the purchase can make a secondary placement.
5. On the basis of promoting the "open door audit" in the early stage, how can the Shanghai Stock Exchange further strengthen the openness, transparency and predictability of the audit work and strengthen the supervision mechanism of clean government?
A:The Shanghai Stock Exchange attaches great importance to the supervision of clean government, consciously accepts the supervision and inspection of the China Securities Regulatory Commission on the stock issuance of the exchange and the supervision of the discipline inspection and supervision team stationed in the CSRC, closely cooperates with the on-site supervision of the Shanghai Stock Exchange Working Group of the discipline inspection and supervision team stationed in the CSRC, insists on the simultaneous deployment and implementation of clean government construction and business work, continuously improves the restriction and supervision mechanism for the operation of the issuance and listing review power, and embeds various supervision requirements into the whole process of registration system reform. Strengthen supervision and accountability for discipline, adhere to one-stop promotion, do not dare to rot, do not want to rot, keep an eye on key personnel, key positions and key links, strengthen management supervision, strictly discipline and accountability for violations of laws and regulations, and ensure that the registration system reform is stable and far-reaching. At the same time, further strengthen the openness, transparency and predictability of the audit, and increase the intensity of "opening the door to audit".
First, strengthen the supervision and checks and balances of the audit of issuance and listing.Further improve the audit procedures, optimize the audit and decision-making mechanism of the audit department of issuance and listing, and achieve "clear responsibilities, responsibility on duty, grading control, collective decision-making, and effective checks and balances". We will ensure that members of the two committees perform their duties independently and give full play to their independent performance and professional checks. Comprehensively sort out the operation process of issuing and auditing public power, clarify the positions, integrity risk points and prevention and control measures for exercising public power, and establish and improve the supervision and restriction mechanism covering the whole process of each link.
The second is to deepen the embedded supervision mechanism of the whole chain.Enrich supervision methods, focus on key positions and key links in the operation of stock issuance review power, and carry out full-chain, full-process and all-round supervision. Promote the organic integration of discipline inspection and supervision, organizational supervision, audit supervision, financial supervision and other kinds of supervision, and form a joint force of supervision. Take the initiative to accept social supervision, regularly carry out clean government supervision return visits, clean government evaluation, special research, and listen to opinions and suggestions from market entities and relevant departments such as issuers, listed companies and intermediaries.
The third is to continue to promote the "sunshine use right".Strengthen the disclosure of audit standards by issuing business guidelines, business guidelines and market training. Accelerate the combing of typical cases, enrich the dynamic content of audit, strengthen policy interpretation, better protect the market participants’ right to know, participate and supervise, and minimize the space of discretion. Strengthen the disclosure of audit information, and make the entire audit process, audit process and audit results public by relying on the IPO audit website and IPO audit system.
The fourth is to establish and improve the consultation and communication mechanism of full coverage and whole process.Revise the business consultation and communication guide, expand the IPO business consultation and communication to refinancing, merger and reorganization, and transfer the board, and appropriately broaden the participants of consultation and communication before project declaration. Optimize the communication channels before the declaration, during the audit and after the meeting, improve the level of consultation reception, and effectively improve the quality and efficiency of consulting services. Ask for a clear reply to the consultation question and solve the problem effectively; If it is difficult to answer directly, clearly review the concerns and improve the suggestions.
The fifth is to create a good environment for honest employment.After an enterprise submits an application for issuance and listing to the Shanghai Stock Exchange, the Shanghai Stock Exchange will immediately send an initiative letter to the chairman, general manager and secretary of the board of directors of the enterprise to jointly promote the "open door audit", introduce the necessary process of the audit, provide convenient communication channels, reiterate that there is no need to ask for help and find a "way", and clarify the discipline and requirements related to clean government, so as to facilitate the issuer to better supervise the audit work. Improve the integrity commitment system of issuers, sponsors and related entities, and require relevant market entities to submit integrity commitment letters when enterprises declare. The Shanghai Stock Exchange will work with all parties to create a sunny, clean and clean environment for issuing and listing, and reduce the "temperature difference" and "gap" between the reporting enterprises. Strictly take regulatory punishment measures for illegal acts such as violating the requirements of honest employment and hunting and auditing staff, continuously promote the ecological purification of the industry, and jointly create a clean market environment.
6. Please briefly introduce the relevant rules and transitional arrangements for the connection between old and new businesses.
A:In order to steadily push forward the reform of the full implementation of the registration system, the supporting rules officially issued have connected the implementation arrangements. The 26 rules shall come into force as of the date of promulgation except for the following arrangements. (1) Since the issuance of the six underwriting rules, if the main board enterprise has obtained the registration approval for the initial public offering of securities and the issuance has not yet started, if the initial public offering of securities by science and technology innovation board enterprises and the issuance of securities by the main board and science and technology innovation board listed companies have not yet started, the relevant rules after the issuance shall apply, and the Exchange shall perform the underwriting supervision procedures. In other cases, the issuance and underwriting work shall be carried out in accordance with the original rules. (2) The five trading organization and management rules, such as Trading Rules, Detailed Rules for Monitoring Main Board Stocks, Detailed Rules for Monitoring science and technology innovation board Stocks, Detailed Rules for Implementing Margin Trading of Shanghai Stock Exchange, and Implementation Measures for Lending Securities of Shanghai Stock Exchange (for Trial Implementation), shall be implemented from the first day of listing of the first main board stock issued in accordance with the Measures for the Administration of Registration of Initial Public Offerings. (3) The guide to the necessary clauses of the risk disclosure shall be implemented as of the date of issuance. Since the first day of issuance of the first main board stock issued in accordance with the Measures for the Administration of Registration of Initial Public Offerings, ordinary investors with new accounts will participate in the subscription of the main board stock for the first time and sign the main board investment risk disclosure before the transaction.
In order to do a good job in the orderly connection and smooth transition of the audit work of issuance and listing, the Shanghai Stock Exchange issued the Notice on the Connection Arrangement of the Audit Work Related to the Full Implementation of the Stock Issuance Registration System on February 1. According to this notice, the Shanghai Stock Exchange will accept the applications for IPO, refinancing, merger and reorganization of enterprises under review from February 20th to March 3rd, 2023, and then review them in the order of review and acceptance in China Securities Regulatory Commission. From March 4, 2023, we will receive applications from newly declared enterprises on the main board. Science and technology innovation board’s application acceptance and audit work is progressing normally. Enterprises under review should submit special explanations and verification opinions that meet the new regulations before March 10, 2023, and submit updated application documents when the next inquiry is answered or the financial report is updated.
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