Our reporter Wu Xiaolu is a trainee reporter Mao Yirong
March 1 marks the third anniversary of the implementation of the new securities law.
As the "fundamental law" of the capital market, the new securities law has made a series of system reforms, providing a strong legal guarantee for "creating a standardized, transparent, open, dynamic and resilient capital market".
——Highlighting the essence of handing over the right to choose to the market, the reform of the registration system has completed the "three-step process", established an open and transparent issuance and listing system with information disclosure as the core, and the entire process is open and transparent, and the scale of direct financing in the capital market has increased.
——The multi-level capital market system is optimized. Each sector has a clear structure and distinctive features, basically covering different industries, different types and different growth stages of enterprises, and has a higher coverage and fit for the real economy.
——The delisting system has been revised and improved, the number of delisted companies has increased significantly, the capital market's survival of the fittest mechanism has been further improved, and the "in" and "out" channels have become smoother.
——Major breakthroughs have been made in the construction of the rule of law in the capital market, the cost of violating laws and regulations has increased significantly, and the "zero tolerance" law enforcement and judicial system has become more complete.
——The special representative litigation system has been implemented, the diversified exercise and rights protection mechanism has been increasingly improved, the "three-dimensional" insurance system has been upgraded, and investors' sense of gain has increased.
When the rule of law prospers, the market thrives, and when the rule of law is strong, the market is strong.
In the past three years since the implementation of the new securities law, the marketization and rule of law of the capital market have been significantly improved, supporting and ensuring the smooth implementation of various reforms, and escorting the high-quality development of the capital market.
The reform of the registration system has been rolled out across the market
It is the fruit of the implementation of the new securities law
On December 28, 2019, the revision of the new Securities Law was reviewed and approved. One of the most important contents is the full implementation of the securities issuance registration system.
On the basis of summarizing the experience of the pilot reform of the registration-based system on the Science and Technology Innovation Board, the new securities law systematically revised and improved the securities issuance system in accordance with the basic positioning of fully implementing the registration-based system, and authorized the State Council to specify the specific scope and implementation steps of the registration-based securities issuance system. The regulations set aside the necessary legal space for the step-by-step implementation of the registration system for relevant sectors and securities varieties.
On the eve of the official implementation of the new Securities Law, on February 29, 2020, the General Office of the State Council issued the "Notice on the Implementation of the Relevant Work of the Revised Securities Law" and proposed that the registration system for public offering of securities should be steadily promoted.
On February 17, 2023, the relevant system rules of the comprehensive registration system were promulgated and implemented, and the comprehensive registration system was officially implemented.
Over the past three years, the reform of the registration system has achieved remarkable results.
Gui Haoming, chief market expert of Shenwan Hongyuan Securities, told the "Securities Daily" reporter that from the perspective of the Science and Technology Innovation Board and the Growth Enterprise Market, the scale and speed of issuance have been significantly improved, the quality of issuance is relatively high, and a number of high-quality companies have emerged.
From the perspective of the Beijing Stock Exchange, various aspects such as liquidity have been greatly improved compared with the previous selection layer, which provides a new channel for the listing of specialized new companies.
Gui Haoming also said that the reform of the registration system is not without review. In the future, the regulatory authorities need to further improve the quality of review and improve the quality of listed companies from the "entry end".
Liu Sidian, investment manager of the Macro Strategy Department of Bosera Fund, said in an interview with a reporter from the Securities Daily that the market has a clear understanding of the basic structure and rules of the registration system, issuers and intermediaries have enhanced awareness of compliance and integrity, and listed company governance, information disclosure The quality has been in a good state, the overvaluation of sub-new stocks in the secondary market has continued to ease, and the market's "speculation" and "shell speculation" are decreasing day by day.
In general, the pilot registration system has effectively reduced the transaction cost of equity financing, and at the same time promoted the survival of the fittest in the market.
North Exchange was established
A more complete multi-level capital market system
The new Securities Law improves the provisions for building a multi-level capital market system.
After the implementation, my country ushered in the third national stock exchange - the Beijing Stock Exchange.
The establishment of CBEX complements the shortcomings of my country's capital market in supporting small and medium-sized private enterprises, and is also an important measure for my country to implement the national innovation-driven development strategy and continue to cultivate new growth drivers.
The companies listed on the Beijing Stock Exchange are produced by the innovation layer of the New Third Board, while the transfer listing rules have opened up an upward channel for the development and growth of small and medium-sized enterprises, and achieved effective connectivity between multi-level capital markets.
At present, with the regional equity market as the foundation, the New Third Board plays a connecting role. The Beijing Stock Exchange serves innovative small and medium-sized enterprises. Highlighting the characteristics of "large-cap blue-chips", various sectors of the capital market have formed a pattern of synergy and complementarity, dislocation development, and interconnection, and the multi-level capital market system has been further optimized and improved.
In this comprehensive registration system reform, the National Equities Exchange and Quotations issued the "Stock Listing Rules of the National Small and Medium-sized Enterprise Share Transfer System", and built a "1+5" diversified financial standard system, with multiple sets of indicators accurately linked to the listing conditions of the Beijing Stock Exchange. , to better play the function of "connecting the past and the next".
The capital market basically covers different industries, different types and different growth stages of enterprises, and has a higher coverage and fit with the real economy.
According to data from the three major stock exchanges in Shanghai, Shenzhen and North, as of February 27, there were 3,192, 507, 1,238, and 174 listed companies on the Shanghai and Shenzhen Main Boards, Science and Technology Innovation Board, ChiNext Board, and Beijing Stock Exchange, respectively.
There are 6,564 companies listed on the NEEQ, of which 4,927 are at the basic level and 1,637 are at the innovation level.
At the same time, the number of enterprises in strategic emerging industries in the capital market has increased significantly, and their proportion has increased.
According to data from the China Securities Regulatory Commission, there are currently more than 2,500 listed companies in strategic emerging industries in the A-share market, an increase of more than 1,000 from the beginning of 2019, and their market capitalization ratio has increased from 25.9% to 41.4%.
The capital market has greatly improved my country's economic transformation and upgrading.
"The capital market's coverage of industries and companies has been significantly improved." Liu Sidian said that in the future, the corporate governance capabilities and resilience of listed companies can be further improved, the quality of information disclosure can be improved, and the compliance and integrity requirements of intermediary agencies can be tightened to promote Improve the capabilities of asset management institutions and integrate industrial resources, continue to strengthen investor education for individual investors, and continue to promote the opening up of the capital market.
Full implementation of the registration system
Make the "in" and "out" channels smoother
The new securities law clearly implements the securities issuance registration system in an all-round way, and the "entry end" of the capital market is optimized.
Correspondingly, the "exit end" of the capital market also needs to be further unblocked to form a benign market ecology with both entry and exit.
The new Securities Law no longer stipulates the specific circumstances of the delisting of securities and the implementation procedures for the suspension of listing, and clearly stipulates the regulations by the stock exchange, leaving sufficient legal space for improving the delisting system.
On November 2, 2020, the 16th meeting of the Central Comprehensive Deepening Reform Committee reviewed and approved the "Implementation Plan for Improving the Delisting Mechanism of Listed Companies".
At the end of 2020, the Shanghai and Shenzhen Stock Exchanges issued revised delisting rules.
This reform improves the face value delisting indicators and adds market value delisting indicators; improves financial delisting standards, and strives to accurately describe the "standards" of shell companies through the combined indicators of operating income and deduction of non-net profits; improves major illegal delisting Indices, the delisting standard of "amount of fraud + fraud ratio" has been added; the delisting process has been simplified and the delisting efficiency has been improved.
The suspension of listing and the resumption of listing have been cancelled, and the pace of delisting has been accelerated.
In November 2021, the Shanghai and Shenzhen Stock Exchanges further clarified the specific deduction of operating income in the financial delisting indicators; ", strengthen the disclosure of delisting risks, and crack down on the avoidance of delisting.
In 2021 and 2022, the number of companies that have been forced to delist in the capital market will be 17 and 42 respectively, and the number of companies delisted in two years will account for 40% of the total number of companies that have been delisted for more than 30 years.
Some "nail households" with poor performance have been cleaned up in a centralized manner, and a benign market ecology of "survival of the fittest" is being accelerated.
Since 2023, *ST Kaile and *ST Jinzhou have both touched the trading delisting indicators because the company's stock price has been lower than 1 yuan for 20 consecutive trading days.
Among them, *ST Kaile was delisted on February 15.
In addition, *ST Xiyuan and *ST Ronghua have locked their face value in advance and delisted.
Gui Haoming said that the reform of the registration system not only allows more companies to go public, but also delists unqualified companies.
The purpose of the registration system reform is to accelerate the survival of the fittest, optimize the allocation of resources in the capital market, and allow funds to flow to high-quality enterprises.
It is expected that after the implementation of the comprehensive registration system, the number of delisted companies will further increase.
Liu Sidian also said that the survival of the fittest in the capital market will be accelerated, and the ability to promote resource integration will be further improved.
In the future, listed companies in different industries and stages of development will achieve faster and better development with the help of the capital market; at the same time, more delisted companies will appear, and the market's metabolism will be smoother.
The cost of breaking the law has increased significantly
Demonstrate the power of the new securities law
The new securities law has greatly increased the punishment for securities violations, and at the same time clarified the "chasing the culprit", and clarified the fault presumption and joint liability of the issuer's controlling shareholder and actual controller in fraudulent issuance and information disclosure violations.
In July 2021, the China Securities Regulatory Commission announced the first batch of vicious financial fraud cases applying the new securities law, a total of 3 cases. All of these cases were fined more than 10 million yuan, and the key responsible persons were fined more than 1 million yuan.
Since then, cases of applying the new securities law to impose penalties have become increasingly common.
Recently, the China Securities Regulatory Commission notified the handling of cases in 2022.
Overall, the number of cases has continued to decline, the quality and efficiency of case handling has improved significantly, the "strict" regulatory atmosphere has been further consolidated, and the market ecology has been further purified.
"Effective supervision lies in the ability to curb the willingness of market players to engage in illegal activities." Zheng Yu, a professor at the School of International Finance and Law of East China University of Political Science and Law, told the "Securities Daily" reporter that the new securities law has greatly increased the cost of securities violations, and the effect is showing.
In the past three years, some violations of securities laws and regulations were still an extension of past actions and inertia of thinking of wrongdoers. It is believed that with the continuous strengthening of law enforcement, securities violations of laws and regulations will be further reduced.
The new securities law consolidates the legal responsibilities of the "gatekeeper" of the intermediary market.
Since then, the China Securities Regulatory Commission has issued institutional rules for the participation of intermediary agencies in securities business activities, detailed relevant work processes and standards, and further clarified the boundaries of the responsibilities of each subject.
In Zheng Yu's view, tightening the responsibilities of intermediary agencies is always an important starting point to improve the quality of information disclosure of listed companies. Regulatory departments and exchanges have greatly improved the reporting capacity of intermediary agencies by strengthening inquiries, on-site inspections, and administrative supervision measures. the quality of the document.
"The new securities law is very effective in promoting the diligent performance of intermediaries." Shanghai Minglun Law Firm lawyer Wang Zhibin told the "Securities Daily" reporter that in the past three years, the proportion of accountants issuing qualified and negative audit opinions has increased significantly. The past "harmony" between listed companies and intermediary agencies has been broken, and the role of intermediary agencies as "gatekeepers" in the securities market has further emerged.
The new securities law establishes a special chapter for insurance
Iconic rights protection cases emerge
The new securities law has a special chapter to stipulate the investor protection system, and has made many bright arrangements, such as improving the cash dividend system of listed companies; establishing a collection system for the proxy exercise of shareholder rights in listed companies; The repurchase system, especially the clear implementation of the special representative litigation system.
At the same time, the diversified investor rights protection mechanism is becoming more and more perfect. The regulatory authorities have successively innovated and established and implemented a number of effective exercise rights such as diversified resolution of securities and futures disputes, shareholding and exercise of rights, support for litigation, advance compensation, and model judgments. rights protection mechanism.
In particular, the implementation of the special representative litigation system has solved the problems of difficult prosecution and expensive rights protection in the case of many scattered victims.
In the "Kangmei case", 52,000 small and medium-sized investors were compensated 2.46 billion yuan, which became a major landmark event in the history of the rule of law in the capital market.
Ji Gefei, a professor at the Civil, Commercial and Economic Law School of China University of Political Science and Law, told a reporter from the Securities Daily that in the construction of the "representative litigation system for securities disputes", the "special representative litigation system" is one of my country's major innovations.
On the one hand, special representative litigation is beneficial to reduce the cost of rights protection for investors.
Representative litigation for securities disputes involving insured institutions, through the representative mechanism, professional support, and litigation fee reduction and exemption systems, can greatly reduce investors' rights protection costs and litigation risks, and increase investors' enthusiasm for rights protection.
On the other hand, special representative litigation has a greater deterrent effect on fraudulent issuance and financial fraud, which is conducive to increasing the cost of illegal behaviors in the capital market and effectively curbing the occurrence of illegal behaviors in the capital market.
The China Securities Regulatory Commission stated a few days ago that next, on the basis of summarizing the work experience of the first order, further improve the normalization mechanism of special representative litigation in securities disputes, and give full play to the role of the "system sharp edge" of representative litigation.
Since 2023, investor protection work has continued to deepen.
On February 17, the fraudulent issuance order repurchase system was implemented, and the protection mechanism for investors’ rights and interests became more complete; on February 20, the country’s first subrogation lawsuit for the shareholders of an insurance institution was implemented, and the controlling shareholder of Great Wisdom compensated the company for 335 million yuan.
Talking about the focus of investor protection in the future, Liu Junhai, a professor at the Law School of Renmin University of China, told the reporter of Securities Daily that it is necessary to encourage institutional investors to exercise their rights boldly, encourage small and medium shareholders to actively participate in online shareholder meetings; actively promote ESG governance, promote Sustainable development of listed companies.
"Investors' rights protection after the event is a touchstone for testing the rule of law." Liu Junhai said that the courts must base their cases on the facts against investors in the capital market, whether they are civil cases, administrative cases or criminal cases. The principle is to open the door to file a case, to achieve fast filing, fast trial, fast judgment, and fast execution, and to achieve legal analysis, service-oriented, and victory or defeat.
In this way, China's capital market can truly realize the modernization of its governance system and governance capabilities.
(Securities Daily)