The China Securities Regulatory Commission is stepping

  up efforts to formulate a market-wide registration system reform plan.

  □ Our reporter Zhou Fenmian

  Yi Huiman, chairman of the China Securities Regulatory Commission, revealed in an interview with reporters recently that the pilot registration system has achieved the expected goals, and the conditions for the full implementation of the registration system reform have been gradually fulfilled.

  According to the provisions of the Securities Law and the full authorization of the State Council, after the pilot projects of the Science and Technology Innovation Board and the ChiNext Board were implemented on the Beijing Stock Exchange, the registration system, a major reform of the capital market system, will finally move from pilot to implementation, from several sectors to whole market.

  Major innovations in the distribution system

  The change of stock issuance from the approval system to the registration system is a major institutional innovation in the capital market.

  As early as 2013, the Third Plenary Session of the 18th Central Committee of the Communist Party of China made it clear that the reform of the registration system for stock issuance should be promoted.

In December 2015, the Standing Committee of the National People's Congress authorized the China Securities Regulatory Commission to implement a stock issuance registration system.

  Since then, the CSRC has been preparing and brewing for this.

On November 5, 2018, the person in charge of the CSRC stated when answering a reporter’s question about the establishment of the Shanghai Stock Exchange’s Science and Technology Innovation Board and the pilot registration system, that the CSRC will actively promote the establishment of the Science and Technology Innovation Board and the pilot registration system.

  The implementation of the registration system will thus enter the countdown.

On January 30, 2019, the China Securities Regulatory Commission issued the "Implementation Opinions on Establishing the Science and Technology Innovation Board on the Shanghai Stock Exchange and Piloting the Registration System".

On March 1, 2019, the China Securities Regulatory Commission issued the "Administrative Measures for the Registration System for IPOs on the Science and Technology Innovation Board (Trial)", and the registration system for IPOs on the Science and Technology Innovation Board began to be implemented on a pilot basis.

On November 8, 2019, the China Securities Regulatory Commission solicited public opinions on the "Administrative Measures for the Registration of Securities Issuance of Companies Listed on the Science and Technology Innovation Board (Trial)".

  Next, the implementation of the registration system will be extended to the ChiNext, from stock issuance to corporate bond issuance, from the Shanghai and Shenzhen Stock Exchanges to the North Exchange, blossoming everywhere.

  The reason for the implementation of the registration system is firstly due to international practice and secondly due to the needs of the development of China's capital market.

The transition from an approval system to a registration system is reasonably necessary.

Liu Junhai, a professor at the Law School of Renmin University of China, believes that there are essential differences between the registration system and the approval system.

Under the approval system, regulators review the companies to be listed and make value judgments on behalf of investors.

Under the registration system, there are no thresholds for IPO companies, and there are no rigid requirements such as financial indicators and registered capital, but the issuer must explain to the market its business model, financial performance, risk status and other core issues that investors care about, and guarantee 100% disclosure of information transparency, and value judgments by investors.

Once the disclosed information is false, it may be subject to administrative punishment, civil compensation, criminal investigation, and even the delisting of the company.

  "The issue of the approval system and the registration system actually reflects the change in the relationship between the government and enterprises." Qiangqiang, a professor at the School of Economics and Law of Northwest University of Political Science and Law, said that in the early stage of incomplete legal construction and market development, my country implemented the implementation of stock issuance and listing. The quota system has since evolved into an approval system.

Today, after more than 30 years of development in the capital market, the marketization of the rule of law is deeply rooted in the hearts of the people.

  According to Dr. Huang Jiangdong, a former official of the China Securities Regulatory Commission and senior consultant of Guoco (Shanghai) Law Firm, the difference between the approval system and the registration system is the difference between formal examination and substantive examination.

When market conditions are mature, substantive examination is obviously more conducive to investors' investment judgment.

  Pilots bloom in various sectors

  The implementation of the new securities law on March 1, 2020 provides a legal basis for the implementation of the registration system in other sectors.

  The new securities law clarifies that public offering of securities must be registered in accordance with the law, and no unit or individual may publicly issue securities without legal registration.

The specific scope and implementation steps of the securities issuance registration system will be further developed after being stipulated by the State Council.

  On April 27, 2020, the 13th meeting of the Central Committee for Comprehensively Deepening Reform reviewed and approved the Overall Implementation Plan for the Reform of the Growth Enterprise Market and the Pilot Registration System. The "Administrative Measures for the Registration of Initial Public Offerings on the Growth Enterprise Market (Trial)" and the "Administrative Measures for the Registration of Securities Issuance of Companies Listed on the ChiNext (Trial)" were issued, and opinions were solicited from the public.

  On June 12, 2020, the China Securities Regulatory Commission officially issued two trial measures to implement a registration system on the Shenzhen Stock Exchange for listing and refinancing of GEM companies.

  In 2021, the Beijing Stock Exchange will be successfully operated, and the China Securities Regulatory Commission will issue the Administrative Measures for the Public Offering of Stocks to Unspecified Qualified Investors by the Beijing Stock Exchange (for Trial Implementation) and the Administrative Measures for the Registration of Securities Issuance of Listed Companies in the Beijing Stock Exchange (for Trial Implementation). , the Beijing Stock Exchange will fully implement the registration system for the initial issuance of stocks by companies and the refinancing of stocks issued by listed companies.

  So far, the Shanghai Stock Exchange's Science and Technology Innovation Board, the Shenzhen Stock Exchange's ChiNext and the Beijing Stock Exchange have implemented a registration system for stock issuance, which belong to 3 sectors and form 3 registration-based methods.

  Strongly believes that the rules of each plate are different.

In terms of the trading system, there is no limit on the rise and fall of stocks on the ChiNext and the Science and Technology Innovation Board on the 5th day before the public offering, and then the rise and fall are controlled within 20%; .

There are also differences in the tolerance of companies’ listing conditions. The Science and Technology Innovation Board has relatively high requirements for R&D capabilities of technological innovation; the Beijing Stock Exchange examines companies’ R&D capabilities, profitability, growth, and growth plus R&D.

In addition, the review time of the exchange is different from the registration time of the China Securities Regulatory Commission. The Science and Technology Innovation Board and the ChiNext Board are reviewed within three months; the Beijing Stock Exchange is reviewed within two months.

In addition, the threshold for investors is different. Both the Beijing Stock Exchange and the Science and Technology Innovation Board are 500,000 yuan plus two years of market experience; the ChiNext is reduced to 100,000 yuan plus two years of market experience.

  Huang Jiangdong said that the difference in market positioning is the biggest difference between the three sectors.

The Science and Technology Innovation Board emphasizes the hard core of scientific and technological innovation, and focuses on 6 major industries; the Growth Enterprise Market emphasizes "three innovations and four new", mainly serving growing innovative and entrepreneurial enterprises, and supporting traditional industries and new technologies, new industries, new formats, and new models. The Beijing Stock Exchange emphasizes "specialization, specialization and innovation", and is positioned as the main position to serve innovative small and medium-sized enterprises.

  Liu Junhai believes that although there are differences in the institutional rules of the three sectors, the commonality outweighs the differences.

For example, in terms of information disclosure, intermediary agency responsibility, etc., the content is consistent; for example, no matter which sector, some investors believe that it is easier for companies to go public under the registration system, while some people think that the exchange is controlling the pace of companies listing, and listing is not easy. Not easy.

There are concerns that there is a "old wine in a new bottle" problem.

  Uniform registration rules are expected

  Yi Huiman said that, in general, the pilot projects of various sectors in the early stage have achieved the expected goals, and the conditions for the full implementation of the registration system have been gradually fulfilled.

The China Securities Regulatory Commission is speeding up the formulation of a market-wide registration system reform plan, and solidly advancing relevant preparatory work to ensure the smooth implementation of this major reform.

  Liu Junhai believes that to formulate market-wide registration rules, we should first lay a solid ideological foundation, professional foundation and a clean government foundation.

In terms of ideological basis, it is necessary to improve the understanding of the registration system, truly understand the spirit of the registration system, and act according to the rules; in terms of professional basis, the exchanges and regulators should set up full-time personnel, who should be knowledgeable about finance, taxation, law, etc. Personnel with professional knowledge in compliance management and other aspects; in terms of building a clean government, ideological education and system construction should be strengthened. After all, there have been cases of violations of laws and disciplines in the China Securities Regulatory Commission before, and not long ago, an audit officer of the Shenzhen Stock Exchange was also exposed for violations.

  Secondly, in terms of the content of the rules, information disclosure should be strengthened, inquiries should be more professional, and unqualified enterprises should be prevented from flowing into the securities market from the source.

It is necessary to strengthen investor protection and use digital technology, such as holding shareholders' meetings in the form of online meetings, to protect shareholders' rights and interests and increase the proportion of dividends.

In particular, it is necessary to strengthen the responsibilities of intermediaries and force them to be diligent and responsible when performing their duties.

  Huang Jiangdong proposed that to formulate the reform plan for the whole market registration system, first of all, we must adhere to the three principles of respecting the basic connotation of the registration system, learning from international best practices, reflecting Chinese characteristics and development stage characteristics, accelerating the transformation of issuance supervision, and consolidating the main responsibility of exchanges. .

The second is to improve the supervision mechanism of each link and speed up the transformation of supervision functions.

At the same time, it is necessary to straighten out the relationship between various sectors, adhere to dislocation development, highlight characteristics, form overall coordination and institutional linkage, and maintain the balance of market structure.

  It is strongly emphasized that the reform of the registration system is not only a reform of the issuance link, but also a reform of all elements and chains of the capital market.

Implementing the registration system is a systematic project.

The reform plan should address common problems while taking into account differences.

For example, in terms of listing conditions, there should be benchmark conditions, and then specific arrangements should be made according to different sectors.