Relevant systems and rules are issued to implement a comprehensive registration system to speed up the implementation

　　On February 17, the China Securities Regulatory Commission issued the relevant system rules for the full implementation of the stock issuance registration system.

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 introduction of the new supporting system will bring big changes to the market.

　　Experts in the industry analyzed that the release and implementation of the rules of the registration-based system in an all-round way marks the basic finalization of the institutional arrangements for the registration-based system, and the promotion of the registration-based system to the entire market and various public offerings of stocks, which has a significant role in the reform and development of China's capital market. milestone.

　　Make better use of the market's resource allocation function

　　The stock exchange fully draws on the experiences of the science and technology innovation board and the GEM pilot registration system reform, and combines the positioning characteristics of the main board and the structure of investors to optimize and adjust the main board's issuance pricing and allotment-related mechanisms. Risk prevention and control, protection of the rights and interests of small and medium-sized investors and other considerations have strengthened market constraints.

According to expert analysis, compared with before the reform, there are three main changes in the main board's underwriting mechanism: First, in terms of pricing mechanism, it is clear that the price and scale of new share issuance are mainly determined through market-oriented methods.

Enterprises with a small issuance scale will continue to retain direct pricing and add a reference upper limit for pricing.

Further improve inquiry and pricing, optimize mechanisms such as offline investors’ reporting prices, the upper limit of the highest quotation exclusion ratio, quotation information disclosure, pricing reference values, and the release of special announcements on investment risks.

It is clarified that lottery restrictions or proportional sales restrictions can be adopted for offline issuance, further increasing the constraints on offline investors' quotations.

Second, in terms of subscription and placement, the number of subscriptions for new shares by online investors on the main board has been adjusted from 1,000 shares to 500 shares, which is consistent with that on the Science and Technology Innovation Board.

It is clarified that when the online subscription multiple is high, on the basis of ensuring that a large proportion of new shares are issued to online investors, the upper limit of the proportion after the main board callback is adjusted from 90% to 80%.

According to the difference in the number of issuances, clarify the arrangement of the scale of strategic allotment and the number of participating investors.

Third, in terms of risk prevention and control, the implementation mechanism of the over-allotment option will be improved.

Added a response mechanism for major market changes, allowing issuers and lead underwriters to require offline investors to pay a certain amount of deposits, and clarifying that investors who abandon purchases with a large number can be placed in a secondary placement.

　　In order to improve the transparency and standardization of the supervision of abnormal stock transactions under the full implementation of the registration system, the Shanghai and Shenzhen Stock Exchanges have also formulated detailed rules for real-time monitoring of abnormal stock transactions on the main board.

On the one hand, the qualitative description and quantitative indicators of typical abnormal trading behaviors of stocks on the main board are disclosed, the monitoring standards for abnormal trading behaviors of five types of typical stocks are stipulated, and some monitoring indicators are optimized and improved.

On the other hand, stocks with severe abnormal fluctuations, risk warning stocks, and delisted stocks are included in the key monitoring scope, and the situations that can be strictly identified and self-regulatory measures can be strictly adopted, and efforts are made to prevent transaction risks.

In addition, the Shanghai Stock Exchange revised the detailed monitoring rules for stocks on the Science and Technology Innovation Board, and further improved the monitoring standards, which are basically consistent with the detailed monitoring rules for stocks on the main board.

　　Yang Delong, chief economist of Qianhai Kaiyuan Securities, said that the exchange has announced specific rules for the full implementation of the registration system, which also means that the comprehensive registration system will be implemented faster.

With the realization of the market-wide registration system, the capital market will be able to give full play to its resource allocation function, concentrate more resources on industries in line with national strategies, technology industries, and emerging industries, and better promote the real economy, especially the innovative With the development of enterprises, the service function of the capital market for growing and innovative enterprises will also be further improved.

　　Intermediary institutions shift forward the responsibility of gatekeeping

　　The reform of the registration system requires that the issuer's primary responsibility for information disclosure, that is, the "gatekeeper" responsibility of the intermediary agency, be strengthened.

According to the Shanghai Stock Exchange's stock issuance and listing review rules, according to the Securities Law and the "Guiding Opinions on Improving the Quality of Prospectus Information Disclosure under the Registration System", the adjustment of "responsibility upon acceptance" to "responsibility upon application" further clarifies the intermediary Institutional Responsibilities.

Adjust the sponsor's "comprehensive inspection and verification" requirement for issuance and listing application documents to "prudent inspection", and clearly stipulate that the prospectus must not contain false records, misleading statements, or major omissions due to citing professional opinions issued by securities service agencies.

Add information disclosure requirements such as "concise, clear, and easy to understand" and "improve the pertinence, effectiveness, and readability of information disclosure."

　　"The new regulations mean that the intermediary agency's gatekeeping responsibility has been moved forward, and the responsibility of the 'gatekeeper' has been further consolidated." Chen Li, chief economist of Chuancai Securities, said that the performance of intermediary agencies' duties is not empty talk. Against this background, it is necessary to strengthen the bottom-line thinking of compliance and risk control, strengthen the construction of internal control systems, keep abreast of regulatory trends, continue to improve risk management and control capabilities, and fulfill the responsibility of the "gatekeeper" of the capital market.

　　The new regulations require intermediaries to improve the quality of project declaration and information disclosure, conscientiously implement the requirement of "declaration means taking responsibility", and intermediary agencies that find major problems during the review or "remove after investigation" will check their practice quality and find Violations of laws and regulations will be dealt with severely.

Chen Li said that the forward shift of the gatekeeping responsibility is to improve the declaration quality of listed companies at the "entry gate", simplify the listing process of enterprises, reduce and eliminate the behavior of "passing through the gate with a disease", and the adjustment of "prudential verification" is conducive to clarifying the securities companies. The boundaries of responsibilities of intermediary agencies such as accounting firms, accounting firms, and law firms have formed a situation where each performs its own duties, and the comprehensive registration system reform has been promoted on the premise of ensuring the quality of issuers.

　　Unprofitable companies can be listed on the GEM

　　According to the unified deployment of the China Securities Regulatory Commission, at the beginning of the reform of the GEM reform and the pilot registration system in 2020, the Shenzhen Stock Exchange formulated the standards and regulatory systems for unprofitable companies to list on the GEM, and reserved space for unprofitable companies to go public; at the same time, consider According to the actual situation of the market, in accordance with the principle of "seeking progress while maintaining stability", the transition period arrangement that will not be implemented was clarified at that time.

　　A spokesman for the Shenzhen Stock Exchange told reporters that over the past two years since the pilot registration system was implemented on the ChiNext Board, the issuance and listing review work has progressed in an orderly manner, the market has generally operated steadily, and the market structure and ecology have continued to be optimized.

It is ripe for the GEM to implement listing standards for unprofitable companies, mainly due to the following factors: First, the desire of different types of high-tech enterprises, innovative and entrepreneurial enterprises to use the GEM to grow and develop continues to increase.

Among them, many enterprises with strong innovative attributes but not yet profitable have proposed to go public on the GEM for financing.

This requires expanding the inclusiveness and coverage of the GEM to better serve the self-reliance and self-improvement of science and technology.

Second, the foundation for supervision over the issuance and listing of unprofitable enterprises has become increasingly solid.

In recent years, the Shenzhen Stock Exchange has continued to improve the quality and efficiency of the issuance and listing review work, enriched review and supervision experience, strengthened the efficiency of daily supervision of listed companies and securities transactions, and laid a solid foundation for supporting the issuance and listing of unprofitable companies.

　　This time, the Shenzhen Stock Exchange issued a special notice on unprofitable companies applying for listing on the GEM. There are three main arrangements: First, refine the industry scope of unprofitable companies, including advanced manufacturing, the Internet, big data, cloud computing, artificial intelligence, biological Innovative and entrepreneurial enterprises in high-tech industries such as medicine and strategic emerging industries; the second is to clarify the conditions for the listing of unprofitable enterprises, and use the listing standard of "the estimated market value is not less than 5 billion yuan, and the operating income in the latest year is not less than 300 million yuan" The third is to do a good job in the connection of relevant rules. The "GEM Stock Listing Rules" simultaneously cancel the requirement that red-chip companies and companies with special equity structures apply for listing on the GEM to meet the requirement of "positive net profit in the most recent year".

　　There are many rules and regulations formulated and revised for the full implementation of the stock issuance registration system, which involve all aspects of the market and have far-reaching influence.

In order to do a good job in the transition and business connection between the old and new rules, and to ensure the smooth implementation of the reform, each exchange has made arrangements for the connection of relevant business and rules.

It is reported that starting from February 17, the initial public offering of securities by the main board companies has obtained the registration approval and has not yet started the issuance, the initial public offering of securities by the companies on the Science and Technology Innovation Board and the Growth Enterprise Market, and the issuance of securities by companies listed on the Main Board, the Science and Technology Innovation Board and the Growth Enterprise Market have not yet started. For issuance, the issued relevant rules for issuance and underwriting shall apply, and the Shanghai and Shenzhen Stock Exchanges shall perform the supervision procedures for issuance and underwriting.

In other cases, the issuance and underwriting work shall be carried out in accordance with the original rules.

From February 20th to March 3rd, the Shanghai and Shenzhen Stock Exchanges received relevant applications submitted by companies under review for IPOs, refinancing, and mergers and acquisitions on the main board; from March 4th, the Shanghai and Shenzhen Stock Exchanges began to accept submissions from new applicants for the main board related applications.

　　Our reporter Peng Jiang (Economic Daily)