The main rules and regulations of the Beijing Stock Exchange are released, and the 5 main points are first to look at
The institutional framework of the Beijing Stock Exchange is complete.
On the evening of October 30th, the China Securities Regulatory Commission issued the Beijing Stock Exchange’s three regulations for issuance and listing, refinancing, and continuous supervision and 11 related normative documents; at the same time, it revised the two regulations on the supervision of non-listed public companies and formulated Two content and format guidelines for the targeted issuance of convertible bonds by listed companies.
The China Securities Regulatory Commission also publicly solicited opinions on the "Guiding Opinions on the Transfer of Listed Companies on the Beijing Stock Exchange" (Draft for Solicitation of Comments).
A reporter from China Business News found that compared with the draft, the official version of the "Registration and Administration Measures for the Public Issuance of Stocks to Unspecified Qualified Investors (Trial)" (hereinafter referred to as the "Registration Measures for Issuance"), The Measures for the Continuous Supervision of Listed Companies on the Beijing Stock Exchange (for Trial Implementation) (hereinafter referred to as the “Measures for Continuous Supervision”, etc.) have made certain amendments and adjustments in terms of access conditions for issuance and listing, equity incentives, and continuous financing products.
At the same time, the conditions for the transfer of listed companies on the Beijing Stock Exchange have been announced, and the opening time of the Beijing Stock Exchange has been basically clear.
Key point 1: The market opening time is expected to be clear
The China Securities Regulatory Commission stated that the above-mentioned regulations and normative documents, together with the self-discipline rules formulated by the Beijing Stock Exchange, have jointly established a set of Beijing Stock Exchange rules and regulations that are compatible with the characteristics and growth stages of innovative small and medium-sized enterprises. Dislocation, tolerance, flexibility, and inclusive market characteristics.
In the next step, the China Securities Regulatory Commission will coordinate the implementation of various systems, give full play to the “leading” role of the Beijing Stock Exchange, continue to strengthen the system linkage with the innovation layer and basic layer of the New Third Board, stimulate the overall vitality of the market, and strive to build Serve as the main position of innovative small and medium-sized enterprises, and better serve the high-quality development of the real economy.
It also stated that the above-mentioned regulations and normative documents will come into effect on November 15, 2021.
Key point 2: Major violations of the law must not be publicly issued
The "Measures for Issuance Registration" issued this time clarifies the overall requirements for the issuance registration of listed companies on the Beijing Stock Exchange, sets the issuance conditions in accordance with the law, and establishes an open, transparent and predictable review and registration procedure, and strengthens the information disclosure requirements.
In addition, strictly implement the sponsorship and underwriting responsibilities to consolidate the legal responsibilities of all parties.
Compared with the draft for comments, regarding the issuance and listing conditions.
The China Securities Regulatory Commission stated that it has been suggested that in order to strengthen the issuer’s awareness of compliance operations with relevant entities, the issuer and its controlling shareholders, actual controllers, directors, supervisors, and senior executives have major violations of laws and regulations, and they have been filed for investigation, investigation, public condemnation, and listing. In situations such as the list of untrustworthy persons subject to enforcement, corresponding access conditions for issuance and listing shall be set.
The China Securities Regulatory Commission stated that the relevant recommendations are reasonable and have been adopted. The relevant circumstances will become the conditions for listing on the Beijing Stock Exchange, and the Beijing Stock Exchange’s listing rules will make specific provisions.
It is worth noting that regarding the issue and listing entities, the China Securities Regulatory Commission stated that some opinions have been put forward, suggesting that companies that are not listed on the NEEQ should be allowed to directly apply for listing on the Beijing Stock Exchange.
"We believe that maintaining the NEEQ's basic layer, innovation layer, and the Beijing Stock Exchange's market structure of'layer by layer', requiring the issuer to be an innovation layer company that has been listed on the NEEQ for 12 months will help the Beijing Stock Exchange to give full play to Demonstration and leading role and'backfeeding' function for the basic and innovative layers of the New Third Board." The China Securities Regulatory Commission stated that it did not adopt relevant opinions.
Key point 3: No regulations on the types of equity incentive assessment indicators
The "Continuous Supervision Measures" issued this time provide for the corporate governance, information disclosure, share reduction, equity incentives, and major asset restructuring of listed companies on the Beijing Stock Exchange.
In terms of equity incentives, the China Securities Regulatory Commission mentioned that at the stage of soliciting opinions, some opinions were put forward, suggesting that for core personnel and other incentive objects, it is not mandatory to set assessment indicators such as company performance and personal performance.
It stated that after research, the relevant clauses have been revised, and the specific types of assessment indicators are not stipulated, so that the company can set the exercise conditions flexibly.
The amendments to the "Regulations for the Registration and Administration of Securities Issuance of Listed Companies on the Beijing Stock Exchange (Trial)" (ie, the "Refinancing Measures") are mainly related to the types of continuous financing.
The China Securities Regulatory Commission stated that with regard to the types of continuous financing, some opinions suggested that institutional space should be reserved for the issuance of other types of financing other than ordinary shares, convertible bonds, and preferred shares by companies listed on the Beijing Stock Exchange.
The China Securities Regulatory Commission adopted the relevant recommendations, and Article 3 of the Measures was amended to read "Listed companies may issue securities to unspecified qualified investors or to specific targets."
Point 4: Only one year of listing on the Beijing Stock Exchange can apply for transfer if the conditions are met
On the evening of the same day, the China Securities Regulatory Commission also publicly solicited opinions on the "Guiding Opinions on the Transfer of Listed Companies on the Beijing Stock Exchange" (Draft for Solicitation of Comments).
The "Guiding Opinions" has been revised in 15 places, mainly including 5 aspects, involving adjustments and formulation basis, name revisions, etc.
According to the "Guiding Opinions", the "National Equities Exchanged Companies" and "Selected Layer Companies" were revised to "Beijing Stock Exchange" and "Beijing Stock Exchange Listed Companies", and "transferred listing" was changed to "transferred board".
At the same time, clarify the calculation of the listing time. A listed company on the Beijing Stock Exchange should have been listed on the Beijing Stock Exchange for one year.
In addition, the "Guiding Opinions" also make arrangements for the restriction of the sale of shares, clarifying the restricted period of shares for listed companies on the Beijing Stock Exchange after the transfer. In principle, the time that has been restricted in the selection layer and the Beijing Stock Exchange can be deducted.
Key point 5: The Beijing Stock Exchange implements a company system, and the formulation or modification of the regulations needs to be reported to the China Securities Regulatory Commission for approval
On the evening of the 30th, the China Securities Regulatory Commission issued the revised "Measures for the Administration of Stock Exchanges."
Compared with the previous draft for comments, a total of 32 articles have been revised, mainly involving three aspects:
The first is to stipulate the organizational structure of a corporate stock exchange.
Follow the requirements of the Securities Law and the Company Law to establish an operating mechanism for the shareholders meeting, board of directors, board of supervisors, and general manager to form a standardized and transparent corporate governance structure.
The second is to clarify and improve relevant regulatory arrangements.
It is stipulated that when a stock exchange formulates or revises relevant business rules, it shall be approved by the board of directors or board of directors of the stock exchange and submitted to the China Securities Regulatory Commission for approval.
It is stipulated that the chairman of the board of directors, the vice chairman of the board of directors, and the chairman of the board of supervisors of a company-based stock exchange shall be nominated by the CSRC and approved by the board of directors and the board of supervisors respectively.
The third is to clarify the arrangements for the application of certain clauses.
Regarding the expressions "the balance of income and expenditure of the stock exchange shall not be allocated to members" and "seats", it is clear that it is only applicable to membership-based stock exchanges.
It is clarified that the directors, supervisors and senior management personnel of corporate stock exchanges must abide by the obligation of good faith, part-time and avoidance regulations, etc.
(Author: Zhou Nan)