8 key points of the draft of the new delisting regulations: the delisting indicators increase and the delisting process speeds up
A-shares are also welcome to heavy regulations and new delisting regulations are coming.
On the evening of December 14, the Shanghai Stock Exchange and the Shenzhen Stock Exchange respectively issued the "Shanghai Stock Exchange Stock Listing Rules", "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules", and "Shanghai Stock Exchange Risk Warning Board Stock Trading Management" "Measures" "Shanghai Stock Exchange Implementation Measures for the Relisting of Delisted Companies", and "Shenzhen Stock Exchange Stock Listing Rules", "Shenzhen Stock Exchange ChiNext Stock Listing Rules", "Shenzhen Stock Exchange Trading Rules" Draft of the Shenzhen Stock Exchange's Implementation Measures for the Re-listing of Delisted Companies.
This revision, on the basis of clarifying the original delisting system, has also added a number of system standards that touch the delisting system.
According to the new delisting regulations, The Paper has sorted out eight key points.
Point one, add multiple delisting indicators.
The Shanghai and Shenzhen Stock Exchange adjusted the original rules for delisting links to the delisting situation sub-section regulations, that is, according to the delisting situation, it is divided into four types of forced delisting: trading, financial, regulatory, and major violations. Types and active delisting situations, and stipulate the corresponding delisting situations and complete delisting implementation procedures according to each type of delisting situation.
This revision has improved the four types of mandatory delisting indicators:
First, in terms of
financial indicators
, the original single net profit and operating income
indicators have
been cancelled, and combined financial indicators with negative net profit before and after deductions and operating income less than RMB 100 million have been added, and the delisting risk warning has been implemented. The financial indicators for the next year are cross-applied;
Second, in terms of
trading indicators
, the original face value delisting indicator was revised to "
1 yuan delisting" indicator
, and at the same time, "the total daily stock closing market value on the Exchange for 20 consecutive trading days was less than RMB 300 million. ”Market value indicator;
Third, in terms of
normative indicators
, new information disclosures, normative operations have major defects and refuse to make corrections, and more than half of the directors are not fidelity to semi-annual reports or annual reports, and detailed specific standards;
Fourth
, in
terms
of
major violation indicators
, on the basis of the original information disclosure of major violations of delisting sub-types, the criteria for determining financial fraud delisting were further clarified, that is, the new “According to the facts determined by the China Securities Regulatory Commission’s administrative penalty decision, the company’s annual disclosure The report contains false records, misleading statements or major omissions. The amount of inflated net profits of listed companies for three consecutive years has exceeded 100% of the amount of net profits disclosed in the annual report of the year, and the total amount of inflated net profits for three years has reached 1 billion yuan. Above; or the total amount of inflated profits for three consecutive years exceeds 100% of the total amount of profits disclosed in the annual report of the year, and the total amount of total inflated profits for three years reaches more than 1 billion yuan; or the balance sheet items for three consecutive years The total amount of false records exceeds 50% of the amount of net assets disclosed in the annual report of the year each year, and the total amount of false records in three years has reached more than 1 billion yuan (If the data involved in the foregoing indicators are negative, the absolute value is used for calculation )” quantitative indicators.
The second point is to speed up the delisting process and shorten the consolidation period to 15 trading days.
In terms of delisting procedures, this revision and adjustment mainly include the following 3 aspects:
The first is to cancel the suspension of listing and resumption of listing, and it is clear that listed companies will terminate their listing when they touch financial indicators for two consecutive years;
The second is to cancel the delisting arrangement period for trading delisting situations to avoid excessively long periods of shock and speculation.
There is no price limit on the first day of the delisting consolidation period, and the trading time limit for the delisting consolidation period will be shortened from 30 trading days to 15 trading days;
The third is to postpone the continuous suspension of trading in major illegal delistings from the date of receipt of the advance notice of administrative penalty or court judgment to the date of receipt of the administrative penalty decision or the effective court judgment.
The third point is to strengthen risk warning, and the Shenzhen Stock Exchange has established a new risk warning board.
With this revision, the Shanghai and Shenzhen Stock Exchanges have moderately expanded the application of other risk warnings.
The Shanghai and Shenzhen Stock Exchange added "The lower of the net profit before and after the deduction of non-recurring gains and losses in the most recent three consecutive fiscal years is negative, and the audit report of the financial accounting report of the most recent fiscal year shows that the company's ability to continue operations is uncertain." And "in the most recent fiscal year internal control was issued a negative opinion or an audit report that could not express an opinion, or the internal control audit report was not disclosed in accordance with regulations" other risk warning (ST) situations.
This time, in view of the characteristics of low market value and frequent stock price fluctuations in risk warning stocks and delisting stocks, the Shenzhen Stock Exchange has established a risk warning board including risk warning stocks and delisting stocks in order to strengthen the risk disclosure effect. The risk warning stocks will be "disclosed on another board", and the appropriate management and trading mechanism arrangements for risk warning stocks will be optimized.
The Shenzhen Stock Exchange stated that compared with stocks that are normally traded, stocks subject to risk warnings have delisting risks or other risks, their market value is generally low, and their stock prices are volatile and easily speculated.
Based on this, the risk warning section was established this time to clarify the requirements for the risk warning stock trading mechanism and appropriateness management while improving the delisting stock trading mechanism.
One is to strengthen the risk awareness of "buyer conceit".
In terms of investor suitability management, new requirements have been added for ordinary investors to sign a risk disclosure letter when buying risk warning stocks for the first time.
The second is to curb excessive speculation.
Regarding the trading mechanism, a trading volume limit is set for risk warning stocks, and the cumulative number of single risk warning stocks that investors buy through centralized bidding, block trading and after-hours pricing transactions shall not exceed 500,000 shares every day.
Key point 4: Simultaneous optimization of delisting indicators for the Sci-tech Innovation Board and ChiNext.
It is worth noting that the revision of the delisting system, the Science and Technology Innovation Board and ChiNext also optimized the relevant systems simultaneously.
Regarding the Sci-tech Innovation Board, the Shanghai Stock Exchange stated that the Sci-Tech Innovation Board will optimize the delisting indicators and procedures in conjunction with the overall requirements of the delisting system reform on the basis of preliminary system exploration.
The first is to further improve the delisting indicators for major violations and introduce quantitative judgment standards; the second is to implement the same cross-application of financial indicators and audit opinion type indicators, and to strictly delist standards; the third is to cancel the delisting adjustment period due to the touch of transaction indicators , To reduce the time for delisting; fourth, to link the listing conditions and supplement the delisting criteria for red-chip listed companies.
Regarding the ChiNext, the Shenzhen Stock Exchange stated that this revision will further refine and improve the delisting indicators for ChiNext and optimize the delisting procedures.
In terms of delisting indicators, first, new financial delisting risk warnings identified based on administrative penalty decisions have been added to further optimize the recognition and deduction mechanism of operating income; second, new major illegal financial fraud portfolio standards have been added to determine the net profit , Total profits and assets are three aspects to determine whether the company is involved in major illegal delisting; third, more than half of the newly added directors are unable to fidelity and standard delisting indicators for annual or semi-annual reports; fourth, improving the delisting indicators for face value Express.
The fifth point is to strictly implement the delisting system.
The Shanghai Stock Exchange stated that it is the Shanghai Stock Exchange's consistent position and attitude to bravely assume the responsibility of the delisting subject and strictly implement the delisting system.
This reform mainly includes the following measures in implementing the strict implementation of the delisting system: First, for major illegal delisting, fully respond to market concerns, and comprehensively consider the impact of major violations on investors, companies, markets, and society. The second revision adds specific and executable quantitative standards, and strives to clear the "black sheep" of major financial fraud from the market; second, for companies that are subject to delisting risk warnings due to financial indicators, the second year's financial indicators and audit opinion indicators overlap Applicable; Third, in the calculation of financial combination indicators, it is clear that further strict requirements are required for the recognition of operating income. When calculating "operating income", income that has nothing to do with the main business and related party transaction income without commercial substance needs to be deducted.
In addition, in order to further accurately reveal the risks of long-term non-recurring gains and losses that have been profitable through non-recurring gains and losses, etc., the risks of companies with weak continuing operations capabilities have been appropriately expanded. The application of other risk warnings has been added. The lower of the net profit before and after is negative, and the audit report of the financial accounting report of the most recent fiscal year shows that there is uncertainty in the company's ability to continue operations" and "The internal control of the most recent fiscal year was issued a negative opinion or cannot express an opinion. Audit report , Or fail to disclose the internal control audit report "other risk warning situations as required."
The sixth point is to cancel the suspension of listing of convertible bonds.
The Shenzhen Stock Exchange stated that the new Securities Law has deleted the relevant provisions on the suspension and termination of listing of bonds. Considering that convertible bonds have the dual attributes of stocks and corporate bonds, this amendment cancels the suspension of listing of convertible bonds and no longer applies to convertible bonds. Separately stipulate the conditions for the termination of listing, clarifying that the listing of the company's shares shall be terminated simultaneously, and the listing of the convertible bonds shall be terminated simultaneously.
The seventh point is to set up a transitional period arrangement, with 2020 as the first starting year.
The Shanghai and Shenzhen Stock Exchange have made it clear that, in accordance with the principle of “treating stock and incremental companies differently, without retrospectiveness”, it will give the market a certain buffer period in the convergence of new and old rules.
The exchange stipulates that the financial delisting risk warning situation and delisting indicators will be calculated from 2020, that is, based on the company's 2020 annual report disclosure or administrative penalty decision to determine the violation of the law in 2020 to determine whether its stock trading touches the delisting risk warning .
A new quantitative indicator of "fake amount + fraud ratio" has been added to the major illegal delisting indicators. The time period for this indicator is three years, with 2020 as the first year of three consecutive years.
Specifically, for companies whose stocks have been suspended from listing, after the disclosure of the 2020 annual report, they will still determine whether their stocks meet the conditions for resumption of listing or meet the criteria for listing termination according to the relevant provisions of the previous stock listing rules, and implement the resumption in accordance with the procedures stipulated in the aforementioned rules. Listing and termination of listing.
For companies that have been subject to delisting risk warnings or other risk warnings, their stocks will continue to implement delisting risk warnings or other risk warnings before the 2020 annual report is disclosed; according to the disclosure of the 2020 annual report, there are the following four treatment methods:
First, if the new rules delisting risk warnings or other risk warnings are involved, they shall implement delisting risk warnings or other risk warnings for their stocks in accordance with the new rules;
Second, if it does not touch the delisting risk warning of the new regulations but touches the suspension of the stock listing rules, it shall not implement the suspension of listing, implement other risk warnings on its stocks, and implement the new regulations after the disclosure of the 2021 annual report, without touching the new regulations In other risk warning situations, other risk warnings shall be revoked;
Third, if the delisting risk warning under the new regulations has not been touched and the stock listing rules suspension of listing criteria have not been touched, the delisting risk warning shall be revoked;
Fourth, if other risk warnings under the new regulations are not touched, other risk warnings shall be cancelled.
Key point eight: the next plan and arrangements.
The Shanghai Stock Exchange stated that it will resolutely assume the main responsibility for delisting, strictly supervise the delisting, resolutely implement the requirements of the delisting system, and insist on the delisting, which will meet the delisting conditions for companies, especially serious violations of laws and regulations, and serious disturbances. Companies in market order must resolutely clear out, accelerate the formation of a market ecology of survival of the fittest, promote the improvement of the quality of listed companies, and better serve the high-quality development of the national economy.
The Shenzhen Stock Exchange stated that it adheres to the direction of marketization and rule of law, speeds up the improvement of the normalized delisting mechanism, vigorously consolidates the construction of market infrastructure, and earnestly assumes the main responsibility for delisting implementation, and strives to achieve high-quality development requirements. A group of listed companies to better serve the overall economic and social development:
The first is to focus on the main line of "building the system", after the release of the draft for soliciting opinions, extensively listen to the opinions of all parties through forums and other methods, step up the revision and improvement of delisting rules, and use the implementation of the new securities law as an opportunity to continuously improve self-discipline rules System and accelerate the establishment of a more mature and finalized basic system.
The second is to implement the concept of "non-intervention", give full play to the function of market resource allocation, and support listed companies to realize market-based liquidation through mergers and acquisitions, bankruptcy reorganization, etc., and to resolve existing risks.
The third is to adhere to the bottom line of "zero tolerance", perform delisting duties in accordance with the law, strictly implement the delisting system, resolutely crack down on financial fraud and other illegal activities, and "retreat to the end" for companies that meet the delisting standards.
The fourth is to further exert joint efforts, maintain close communication and coordination with local governments and agencies dispatched by the China Securities Regulatory Commission, strengthen information sharing and joint risk management, exert the effectiveness of supervisory linkage, and build a sound ecosystem for maintaining the healthy and stable development of the capital market.