China News Service, February 17. According to the website of the China Securities Regulatory Commission, on February 17, 2023, the China Securities Regulatory Commission issued the relevant system rules for the full implementation of the stock issuance registration system, which will come into force on the date of publication.

The supporting systems and rules of stock exchanges, national equity transfer companies, China Settlement, China Securities Finance, and securities industry associations were simultaneously issued and implemented.

　　The article stated that the full implementation of the registration system is a major reform involving the overall capital market.

Thanks to the concerted efforts of all parties, the pilot registration-based system on the Science and Technology Innovation Board, ChiNext Board and Beijing Stock Exchange has been generally successful. The main system rules have withstood the market test, and the reform results have been recognized by the market.

The release and implementation of the rules for the full implementation of the registration-based system this time marks the basic finalization of the institutional arrangements for the registration-based system, and marks the extension of the registration-based system to the entire market and various public offerings of stocks.

　　A total of 165 institutional rules were released this time, including 57 institutional rules issued by the China Securities Regulatory Commission, and 108 supporting institutional rules issued by stock exchanges, national equity transfer companies, and China Settlement.

The content covers various aspects such as issuance conditions, registration procedures, sponsorship and underwriting, major asset restructuring, regulatory law enforcement, and investor protection.

The main contents include: First, simplify and optimize the issuance and listing conditions.

Adhere to information disclosure as the core, and convert the issuance conditions under the approval system into information disclosure requirements as much as possible.

Each market segment sets up diverse and inclusive listing conditions.

The second is to improve the review and registration procedures.

Adhere to the basic structure of the stock exchange review and the CSRC registration with their own emphasis and mutual connection, further clarify the division of responsibilities between the stock exchange and the CSRC, and improve the efficiency and predictability of review registration.

If a stock exchange discovers major sensitive matters, major unprecedented circumstances, major public opinion, or clues to major violations of law during the review process, it shall report to the CSRC in a timely manner.

The China Securities Regulatory Commission simultaneously pays attention to whether the issuer complies with the national industrial policy and sector positioning.

At the same time, the Issuance Review Committee of the China Securities Regulatory Commission and the Listed Company M&A and Reorganization Review Committee will be abolished.

The third is to optimize the issuance and underwriting system.

There will be no administrative restrictions on the price and scale of new share issuance, and mechanisms such as price inquiry, pricing, and placement with institutional investors as the main participants will be improved.

The fourth is to improve the major asset restructuring system of listed companies.

Listed companies in all market sectors will implement a unified registration system for issuing shares to purchase assets, improve the identification standards and pricing mechanism for restructuring, and strengthen the interim and ex-post supervision of restructuring activities.

The fifth is to strengthen regulatory enforcement and investor protection.

Severely crack down on illegal activities in the process of securities issuance, sponsorship and underwriting, etc. in accordance with the law.

Detailed order repurchase system arrangements.

In addition, the relevant arrangements for the national stock transfer company registration system are generally consistent with those of the stock exchange, and differentiated arrangements are made based on the characteristics of small and medium-sized enterprises.

　　The Party Committee of the China Securities Regulatory Commission and the Disciplinary Inspection and Supervision Team of the Central Commission for Discipline Inspection and the National Supervisory Committee stationed at the China Securities Regulatory Commission will use strong supervision to create a clean registration system.

At the level of institutional rules, improve the supervision and control mechanism covering the entire process of issuance, listing, refinancing, mergers and acquisitions, delisting, regulatory law enforcement, etc., strengthen the prevention of integrity risks for personnel in key positions, and strengthen the supervision of integrity in the industry.

Improve the approach-based supervision of stock exchanges and national equity transfer companies and the embedded supervision of issuance review and registration, "zero tolerance" for corruption in the capital market field, and persevere in eliminating discipline.

　　During the public consultation period for the full implementation of the registration-based system rules, the China Securities Regulatory Commission has extensively listened to opinions and suggestions from market institutions, experts, scholars, and the public through various channels such as emails, letters, and online messages.

The China Securities Regulatory Commission attaches great importance to the opinions and suggestions put forward by all walks of life, summarizes them day by day, and carefully studies them one by one.

As of February 16, a total of 447 opinions have been received, and 89 opinions have been adopted, mainly related to increasing the punishment of violations of laws and regulations, clarifying the scope of duties of independent financial consultants, and improving the control of major assets of controlling shareholders and actual controllers of non-listed public companies. Reorganization of the legal responsibility and other aspects.

Among the unaccepted opinions, some are operational issues, which will be implemented in specific work; some are rules understanding issues, which will be clarified through publicity and interpretation, industry training, etc.; some are relatively controversial and need further investigation. Research and demonstration; some lack the basis of the upper law, which has been explained in the relevant legislative instructions.

(China New Finance and Economics)

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