撰写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, Shenzhen Stock Exchange (hereinafter referred to as Shenzhen Stock Exchange) officially issued 30 business rules and guidelines that are compatible with the full implementation of the stock issuance registration system. The spokesman of Shenzhen Stock Exchange answered the reporter’s questions about market concerns.
1. Please brief us on the Shenzhen Stock Exchange’s solicitation of opinions and official release of the supporting business rules for the full implementation of the registration system.
A: Among the supporting business rules released this time, 10 major business rules, such as stock issuance and listing review, issuance and underwriting, have been publicly solicited from the public since February 1, 2023, and 6 business implementation rules, such as real-time monitoring of abnormal stock transactions on the main board, have simultaneously solicited opinions from members, relevant market institutions and self-regulatory organizations. During the period, all parties in the market paid close attention to and participated extensively, spoke highly of the full implementation of the registration system, and fully affirmed the supporting business rules for soliciting opinions. At the same time, some constructive suggestions are put forward for the revision and improvement of the rules, which mainly involve further optimizing the audit procedures, improving the issuance and underwriting pricing and placement mechanism, improving the trading mechanism arrangement, and facilitating the intermediary agencies to perform their duties.
As of February 8, the Shenzhen Stock Exchange has received 141 specific opinions and suggestions related to the rules from various market entities. Shenzhen Stock Exchange attaches great importance to the opinions and suggestions of market participants, carefully studies them one by one and classifies them.One isBe absorbed in the revision of the rules. After soliciting opinions, 36 reasonable and feasible suggestions were adopted, which responded to the relatively concentrated concerns of relevant subjects. For example, if we optimize the underwriting pricing and placing mechanism, when the online subscription multiple of the main board issuance is high, we will continue to keep the overall IPO tilted to online investors, and at the same time moderately reduce the proportion of offline callback to online, so as to balance the reasonable demands of different investors. Another example is to improve the procedures and time limit requirements of the acceptance link, add new arrangements for postponing the acceptance stage of applications such as initial launch, refinancing and reorganization, and extend the submission time of relevant working papers from 5 working days to 10 working days, so as to provide necessary convenience for intermediaries to perform their duties. For other relevant opinions and suggestions, the pros and cons will be further carefully demonstrated and the implementation conditions and opportunities will be evaluated in depth.The second isAdopt it in specific work. A considerable number of opinions and suggestions are related to work optimization and improvement, such as further clarifying the grasp standard of motherboard positioning, improving the pertinence of audit inquiry, and promoting open-door audit. Shenzhen Stock Exchange will adopt these suggestions, conscientiously implement the requirements of registration system reform, improve and optimize relevant work, and continuously enhance the sense of gain of all parties in the market in the follow-up issuance and listing review and continuous supervision.
In addition to the above-mentioned 16 business rules for soliciting opinions, the Shenzhen Stock Exchange has also issued 11 business rules and 3 business guides, focusing on clarifying the relevant institutional arrangements that need to be refined in the aspects of issuance and listing review, issuance and underwriting, continuous supervision and trading, so as to strengthen the synergy and operability of the rules, improve a clearer, concise and friendly rule system, and consolidate the institutional foundation for the smooth implementation of the registration system reform in an all-round way. With regard to the rules issued in this centralized way, the Shenzhen Stock Exchange has set up a special area on the homepage of the official website to fully implement the rules of the stock issuance registration system, so as to facilitate market participants to check the rules information.
2. What arrangements has Shenzhen Stock Exchange made for unprofitable enterprises to apply for listing on GEM?
A: According to the unified deployment of the China Securities Regulatory Commission, at the beginning of the GEM reform and the pilot registration system in 2020, the Shenzhen Stock Exchange formulated the standards and supervision system for the listing of unprofitable enterprises on the GEM, which reserved space for the listing of unprofitable enterprises; At the same time, considering the actual situation of the market and in accordance with the principle of "striving for progress while maintaining stability", the transitional arrangements that will not be implemented for the time being were made clear.
Since the implementation of the pilot registration system for GEM for more than two years, the audit of issuance and listing has been promoted in an orderly manner, the market operation has been generally stable, the market structure and ecology have been continuously optimized, and the time is ripe for the GEM to implement the listing standards for unprofitable enterprises.One isThe desire of different types of high-tech enterprises, innovative and entrepreneurial enterprises to make use of the GEM to grow and develop continues to increase. Among them, many enterprises with strong innovative attributes but not yet profitable have put forward the demand for listing and financing on the GEM, which needs to expand the inclusiveness and coverage of the GEM and better serve the self-reliance and self-reliance of science and technology.The second isThe foundation for the supervision of the issuance and listing of unprofitable enterprises is increasingly solid. In recent years, Shenzhen Stock Exchange has continuously improved the quality and efficiency of the audit of issuance and listing, enriched the experience of audit and supervision, strengthened the daily supervision efficiency of listed companies and securities transactions, and laid a solid foundation for supporting the issuance and listing of unprofitable enterprises.
This time, the Shenzhen Stock Exchange issued a special notice for unprofitable enterprises to apply for listing on the Growth Enterprise Market, mainly in three aspects:One isRefine the industry scope of unprofitable enterprises, including innovative and entrepreneurial enterprises in advanced manufacturing, Internet, big data, cloud computing, artificial intelligence, biomedicine and other high-tech industries and strategic emerging industries;The second isClarify the listing conditions of unprofitable enterprises, and launch the listing standard of "the estimated market value is not less than 5 billion yuan, and the operating income in the latest year is not less than 300 million yuan";The third isDo a good job of connecting relevant rules, and the requirement that red-chip enterprises and enterprises with special equity structure should meet the requirement of "positive net profit in the latest year" when applying for listing on the GEM has been cancelled in the Listing Rules of GEM.
Iii. Please introduce the main contents of the system related to real-time monitoring of abnormal stock trading on the main board.
A: In order to improve the transparency of the supervision of the main board stock trading under the full implementation of the registration system, maintain the order of stock trading and protect the legitimate rights and interests of investors, based on the experience of the reform of the pilot registration system of the Growth Enterprise Market and combined with the supervision practice of the main board stock trading, the Detailed Rules for Real-time Monitoring of Abnormal Stock Trading on the Main Board were formulated and issued. The main contents include the following three aspects.
One isSpecify the types and standards of abnormal trading behavior. Clarify the definition, constitutive requirements and quantitative standards of five types of abnormal trading behaviors of the main board (consistent with the GEM as a whole), clarify the identification requirements and adjustment mechanism of abnormal trading behaviors of the main board, improve some monitoring indicators of abnormal trading behaviors such as false declarations in the session, and add reverse trading situations to the indicators of pulling up and suppressing, so as to improve the accuracy and effectiveness of supervision.
The second isStrengthen the management responsibility of member customers’ trading behavior. Members are required to identify, manage and report abnormal trading behaviors of customers in a timely manner, and actively cooperate and coordinate with the supervision of Shenzhen Stock Exchange to jointly safeguard the trading order of main board stocks. For members who fail to perform their duties according to regulations, they may take self-regulatory measures or disciplinary actions according to regulations.
The third isClearly adopt self-regulatory measures and give priority to the situation. Investors who carry out abnormal trading can take self-regulatory measures such as verbal warning, written warning, meeting and talking, restricting trading, etc., and include stocks with serious abnormal fluctuations, risk warning stocks and delisting stocks in the key monitoring scope, so as to make it clear that self-regulatory measures can be strictly identified and taken seriously, and strive to prevent trading risks.
Four, after the full implementation of the registration system, what are the main differences between the main board IPO underwriting mechanism and before the reform?
A: Shenzhen Stock Exchange adheres to the direction of market-oriented and rule-based reform, fully draws lessons from the experience of the pilot registration system reform of GEM, combines the positioning characteristics of the main board, the investor structure, and takes into account the stock and increment, and formulates the Detailed Rules for the Implementation of the Initial Public Offering and Underwriting Business, adjusting and optimizing the relevant mechanisms for the issuance and pricing of the main board, enhancing the inclusiveness and adaptability of the system, and further strengthening market constraints. Compared with before the reform, there are three main differences in the underwriting mechanism of the main board initial issuance.
One isImprove the pricing mechanism. It is clear that the issue price and scale of new shares are mainly determined by marketization. Keep the direct pricing method and add the upper limit of pricing reference. Adjust the upper limit of the highest quotation rejection ratio, and optimize the mechanisms for offline investors to fill in prices, disclose quotation information, price reference values, and issue special announcements on investment risks. New futures companies are added as inquiry targets, and individual investors are retained to participate in offline inquiry, and the market value requirements for placing targets to participate in offline issuance are clarified.
The second isOptimize the mechanism of placing and restricting sales. Optimize the callback mechanism, and when the online subscription multiple is high, appropriately adjust the ratio of offline callback to online callback. 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. Add a certain proportion of offline issuance to restrict sales, and clarify the requirements for the proportion of differentiated online sales of large-cap stocks.
The third isStrengthen the risk prevention and control mechanism. Improve the implementation mechanism of over-allotment option and appropriately increase operational flexibility. In the case of major changes in the new market, we will introduce coping mechanisms such as offline investors paying deposits and secondary placement.
V. Please introduce the relevant work connection arrangements after the formal release and implementation of the supporting rules.
A: There are many rules and regulations formulated and revised for the full implementation of the stock issuance registration system, which involve many market participants and have a wide market influence. In order to make a good transition between the old and new rules and ensure the smooth implementation of the reform, the Shenzhen Stock Exchange has made specific arrangements for the connection of relevant businesses and rules.
One isAbout the specific time when the motherboard accepts the application. From February 20th to March 3rd, 2023, Shenzhen Stock Exchange will receive the relevant applications submitted by the enterprises under trial for IPO, refinancing, merger and reorganization of Shenzhen Main Board of China Securities Regulatory Commission; From March 4, 2023, Shenzhen Stock Exchange began to receive relevant applications submitted by newly declared enterprises on the main board.
The second isRequirements for audit documents of GEM. The acceptance and review of the GEM declaration is progressing normally. At the same time, the enterprise under review shall submit special explanations and verification opinions that meet the new rules before March 10, 2023, and submit the updated application documents when replying to the inquiry or updating the financial report next time.
The third isTransitional arrangements for issuance and underwriting. Since February 17, 2023, if the main board enterprise has obtained the registration approval for the initial public offering of securities and has not yet started issuing, and if the initial public offering of securities by the GEM enterprise and the securities issued by the main board and listed companies on the GEM have not yet started issuing, the relevant rules on underwriting after the issuance shall apply, and the Shenzhen Stock 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.
The fourth isDifferentiated arrangement on the effective time of rules. The Trading Rules, Detailed Rules for the Implementation of Margin Trading, Measures for the Implementation of Refinancing Securities Lending Trading, Detailed Rules for Real-time Monitoring of Abnormal Trading of Main Board Stocks, and Notice on Abbreviations and Labels of Stocks and Depositary Receipts issued this time shall come into effect from the first day of listing of the first main board stock under the registration system, and other rules shall come into effect from the date of issuance.
6. Please tell us about the work arrangements of Shenzhen Stock Exchange in promoting the open door audit and strengthening the prevention and control of clean government risks.
A: Since the reform of the pilot registration system, the Shenzhen Stock Exchange has attached great importance to the construction of a clean and honest administration in the registration system, and insisted on deploying, promoting and implementing the prevention and control of clean and honest administration risks together with business work, so as to promote corruption, corruption and non-corruption. Adhere to the continuous improvement of the supervision mechanism for restricting the operation of the issuance and listing review power, and embed various supervision requirements into the whole process of registration system reform; Adhere to the construction of audit transparency, and strive to promote the disclosure of audit standards, procedures, contents, processes and results; Insist on strengthening the supervision of clean government, pay close attention to key personnel, key positions and key links, strengthen management supervision, and be accountable for serious violations of laws and regulations.
After the full implementation of the stock issuance registration system, the exchange needs to further shoulder the responsibility of the audit subject, take more effective measures to prevent the risk of clean government, and forge a clean registration system. To this end, on the basis of the original work, the Shenzhen Stock Exchange will further intensify the "open door audit", strengthen the openness, transparency and predictability of the audit, further implement the mechanism and institutional arrangements for the prevention and control of clean government risks, and increase implementation. In the near future, we will focus on the following five aspects.
One isContinuously smooth the whole process communication mechanism. Revise and improve the guidelines for business consultation and communication, further simplify the pre-communication consultation procedures, and improve the convenience of consultation and communication for market participants. Efforts will be made to improve the communication quality and efficiency of the audit link, improve the communication level, strengthen the communication explanation of the starting point, key points and key points of the audit inquiry, promote the improvement of the quality of the inquiry response, and enhance the pertinence and effectiveness of information disclosure. Establish a communication mechanism for withdrawing projects, and fully feedback the existing problems and main reasons of withdrawing enterprises.
The second isContinue to increase the intensity of review and disclosure of key issues. Formulate the action plan of "double improvement of audit quality and efficiency", which not only strictly controls and improves efficiency, but also further highlights the pertinence and significance of inquiry. In view of the key concerns of the market, such as the positioning of GEM and the verification of capital flow, we will actively strengthen research in combination with the audit practice, and guide market participants to accurately understand the requirements of applicable rules by analyzing typical cases and formulating audit guidelines in due course. Continue to carry out the training of issuance and listing business, and the training content highlights the practice of auditing and on-site supervision.
The third isContinuously improve the responsibility system for auditing and grading. Comprehensively sort out and summarize the audit practice, further institutionalize and standardize the basic matters such as responsibilities and authority, audit system and mechanism arrangement, business process, etc., implement the graded responsibility and collective decision-making mechanism, do a good job in grading checks, strengthen power constraints, and reduce audit discretion. For projects that need to be reviewed and judged according to the principle of "substance is more important than form", "collective research and case handling" shall be implemented, and the scale of review and grasp shall be unified in the review process.
The fourth isContinuously improve the audit efficiency. Further strengthen the management of the audit process, inform the applicant in writing of the audit process nodes and timing rules in the acceptance process, and further enhance the issuer’s understanding of the audit process and key nodes; On the basis of promoting the audit work according to the law and regulations, strengthen the effective connection of all aspects of the audit; Strictly implement the audit procedures and time limit requirements, improve the audit efficiency, and further reduce the risks of asking for intercession and greeting.
The fifth isContinue to increase the implementation of the industry integrity commitment system. Improve the integrity commitment system of issuers, sponsors and related entities, and require relevant market entities to submit integrity commitment letters when enterprises declare. Efforts will be made to strengthen the pertinence of on-site supervision, urge and guide intermediaries to be diligent and conscientious, improve the quality of counseling and check-ups, strengthen the construction of a clean and honest working culture and system in the industry, strictly take regulatory punishment measures for illegal acts such as violating the requirements of clean and honest working and hunting audit staff, continue to promote the ecological purification of the industry, and jointly create a clean and healthy market environment.