Establish a differentiated regulatory mechanism and allocate regulatory resources reasonably

　　China Securities Regulatory Commission plans to improve the supervision of listed companies after delisting

　　□ Our reporter Zhou Fenmian

　　In order to form a good ecological environment in the capital market, where there are both entry and exit, both entry and exit, it is necessary to check the market entry, have rules for transactions, and strengthen supervision after delisting.

　　The relevant person in charge of the CSRC said that improving the supervision of listed companies after delisting is an important part of improving the delisting mechanism of listed companies, and plays an important role in ensuring the smooth implementation of the delisting system, protecting the basic rights of investors, and preventing market risks.

　　In view of the problems existing in the current practice, such as poor connection of delisting procedures, weak supervision, unequal rights and responsibilities, and inability to effectively clear risks, according to the provisions of the Company Law and the New Securities Law, the China Securities Regulatory Commission has recently drafted the "On Improving Listing". The Guiding Opinions on the Supervision Work After the Company's Delisting (Draft for Comments)" (hereinafter referred to as the "Draft for Comments") is open to the public for comments.

　　Increased regulatory pressure on delisted companies

　　The "Draft for Comments" is divided into 5 parts: basic principles, strengthening the connection of delisting procedures, optimizing the continuous supervision system for delisted companies, improving the risk prevention mechanism and improving the supervision system for delisting companies.

　　The "Draft for Comments" establishes four principles that govern the full text of the guiding opinions.

According to the relevant person in charge of the China Securities Regulatory Commission, this is "smooth connection, appropriate supervision, risk prevention, and formation of synergy".

Taking this as a starting point, we will solve the main problems at present, that is, the delisting procedures are not well connected, and the company will take a long time to be listed in the delisting sector after delisting from the exchange; some regulatory requirements are divorced from reality and inconsistent with the current production and operation status of delisted companies. Matching, regulatory pertinence is not strong; the risk prevention and disposal mechanism needs to be improved, and investor suitability management needs to be further strengthened.

　　The issuance of the "Draft for Comments" has obvious urgency.

According to Liu Zhenyu of Beijing Zhongyin Law Firm, the delisting system was implemented in 2001. The Securities Association of China established an agency share transfer system and began to provide share transfer services for companies that have been delisted from the exchange.

In 2013, the National Equities Exchange and Quotations Co., Ltd. (hereinafter referred to as the National Equities Exchange and Quotations) managed the agency share transfer system (hereinafter referred to as the transfer system).

　　By the end of 2021, the number of delisted companies listed in the delisting sector has increased from 45 in 2013 to 83.

With the substantial increase in the number of delisted companies, the pressure on the supervision of delisted companies has gradually increased, and some institutional arrangements have been unable to adapt to the current new regulatory situation.

　　Before the transfer system, the listing of delisted companies also experienced a series of difficult explorations.

According to Li Shuqu, director of the Management Committee of Beijing Yingke (Zhengzhou) Law Firm, as early as July 1992 and April 1993, my country developed NET (a legal person stock trading system) and STAQ (that is, the national securities trading automatic quotation system). , operating legal person stock trading, started in 1997, in order to prevent financial risks, under the requirements of rectifying financial order and preventing financial risks, STAQ and NET systems were closed in 1999.

After the two systems ceased operation, in order to solve the problem of delisting from the main board and the legacy of legal person stock circulation in the original STAQ and NET systems, the Securities Association established a pilot service for the agency share transfer service business in June 2001. The current transfer system is From this.

The original STAQ and NET companies are still listed on the system.

This is why the "Draft for Comments" finally proposes that "the supervision work arrangements for STAQ and NET system companies listed on the delisting sector shall be implemented with reference to this guidance".

　　Optimize the listing process of the delisting sector

　　According to Li Shuqu, a listed company has to go through many links from delisting to delisting to delisting to clearing the market.

Those who are delisted due to forced termination of listing generally have to go through the process of issuing a prior notice of termination of listing by the exchange, applying for a hearing, reviewing by the listing committee of the exchange, entering the delisting arrangement period, and listing on the transfer system. If it is listed, it will be delisted directly without going through the delisting adjustment period.

　　To be listed on the transfer system, it is necessary to go through a series of procedures such as determining the sponsoring broker, handling delisting registration, handling share confirmation and custody procedures, publishing a confirmation announcement, submitting recommended listing documents, applying for securities abbreviations, initial registration of shares, and stock listing. .

　　There are three ways out for a delisted company listed on the stock exchange: those that meet the requirements of the transfer system can be listed for a long time; those that meet the listing requirements can apply for re-listing on the stock exchange; , it will be delisted in accordance with the corresponding procedures and will eventually be cleared from the market.

　　Such complicated procedures have increased the burden on all parties concerned. For this reason, the "Draft for Comments" clearly states that it is necessary to strengthen the connection of delisting procedures.

Proposed "simplification of rights confirmation and registration procedures".

Practice the concept of "Let the information run more, the masses run less errands", optimize the stock rights confirmation and registration procedures of delisted companies, streamline business handling materials, strengthen data sharing, promote online handling, effectively improve the efficiency of rights confirmation and registration, and reduce delisting. Company, host broker, custodian broker and investor burden.

　　At the same time, the listing process of the delisting sector was optimized. On the basis of the sponsoring brokers assisting the delisting company in handling the relevant listing procedures, the delisting company directly entered the delisting sector for listing and transfer in accordance with the regulations of the National Equities Exchange and Quotations, so as to achieve a fast and orderly entry into the delisting sector. , to protect investors' trading rights.

Clarify the connection arrangements for information disclosure, and the delisted company shall disclose the listing progress and other major matters on the NEEQ website in a timely manner during the period from the exchange delisting to the delisting sector listing.

　　Improve the market risk prevention mechanism

　　The relevant person in charge of the China Securities Regulatory Commission said that preventing market risks is an important function of the supervision of delisting sectors and delisting companies, and it is necessary to strengthen bottom-line thinking and consolidate market risk prevention and disposal mechanisms.

First of all, it is necessary to improve investor suitability management to prevent risks from spreading to investors who do not have the ability to bear risks.

　　What kind of investors are eligible?

　　According to the reporter's understanding, in February 2022, five departments including the Shanghai and Shenzhen Stock Exchanges, the National Equities Exchange and Quotations, the Beijing Stock Exchange and China Clearing issued the "Implementation Measures for Delisting Companies Entering the Delisting Sector for Listing and Transfer (Draft for Comment)" .

　　Liu Zhenyu said that according to this method, individual investors who apply to participate in the transfer of stocks of delisted companies should have more than two years of experience in stock trading, and the securities assets under their own name should average 500,000 yuan per day in the 20 trading days before the application is opened. yuan or more.

And individual investors who apply to participate in the stock transfer of delisted companies should sign the "Risk Disclosure Statement" on the basis of fully understanding the investment risks.

Individual investors who already hold company stocks but do not meet the above requirements or have not signed the Risk Disclosure Statement can only buy and sell the stocks of delisted companies they hold.

　　Huang Jiangdong, a former official of the China Securities Regulatory Commission and senior consultant of Guoco (Shanghai) Law Firm, said that according to the provisions of the "Interim Measures for the Transfer of Stocks of Two Network Companies and Delisted Companies in the National Equities Exchange and Quotations", the ratio of increase and decrease is limited to the previous one. 5% of the transfer price on the transfer date.

　　Regarding the securities account, Huang Jiangdong said that if the original securities account of the exchange held by investors can be used in the delisting section, the original securities account shall be used.

For individual and ordinary institutional investors whose original securities accounts cannot be used in the delisting sector, China Clearing provides initial securities account switching services.

　　Another important part of consolidating the risk prevention mechanism is to guide enterprises with poor quality to withdraw from the market through market-oriented channels, so as to promote the thorough clearing of risks.

　　At the same time, the "Draft for Comments" also clarifies that it is necessary to optimize the continuous supervision system for delisted companies.

　　According to Huang Jiangdong, optimizing continuous supervision mainly includes two aspects. One is to establish information disclosure arrangements that are compatible with the actual situation of delisted companies.

Delisted companies are required to perform information disclosure obligations such as annual reports and interim reports in accordance with the Securities Law.

The second is to improve the arrangement of differentiated supervision services.

Combined with the operating status and standardization level of delisted companies, classified supervision shall be implemented, a differentiated supervision mechanism shall be established, supervision resources shall be reasonably allocated, the responsibility of risk warning of the leading securities companies shall be consolidated, and the supervision accuracy and adaptability shall be improved.