Text/Chen Kangliang

　　This move marks the basic finalization of the institutional arrangements for the registration system, and marks the extension of the registration system to the entire market and various public offerings of stocks. It is a milestone in the reform and development of China's capital market.

　　There are a total of 165 institutional rules released this time, covering various aspects such as issuance conditions, registration procedures, sponsorship and underwriting, major asset restructuring, regulatory law enforcement, and investor protection.

What is the difference between a formal document draft and a draft for comments?

What are the differences between the registration system of the Science and Technology Innovation Board, the Growth Enterprise Market and the comprehensive registration system?

Will the comprehensive registration system usher in a major expansion of new shares?

What is the impact on the market as a whole?

　　China is a through train comprehensive official and authoritative experts, institutional views, launched "ten questions and ten answers":

What is the main content of this comprehensive registration system reform?

The country is a through train:

the main contents include the following aspects.

One is to streamline 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 shall 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.

How has it changed from the February 1st draft?

The country is a through train:

the reform of the comprehensive registration system is "fast and steady", and the system rules only took 13 working days from public consultation to formal implementation.

　　According to the China Securities Regulatory Commission, during the public consultation period, a total of 447 opinions were received, and 89 were 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 controlling shareholders and actual control of non-listed public companies. The provisions on the legal responsibilities of individuals in major asset restructurings, etc.

　　It is worth noting that a quarter of the opinions were submitted to the "Implementation Measures for Fraudulent Issuance of Listed Stocks Ordered to Repurchase (Trial)" (hereinafter referred to as the "Measures").

The method received 116 opinions and suggestions, accounting for 26% of the total opinions, and many of them were also adopted.

　　During the public consultation period for the Measures for Ordering Repurchase, a total of 116 opinions and suggestions were received. Compared with other rules, the number of opinions and suggestions is relatively large, and many of them focus on strengthening the practical effect.

　　With regard to the freezing and sealing up of assets, some opinions have been raised and it is suggested to add regulations. If the China Securities Regulatory Commission makes a decision to order a repurchase, it can take measures to freeze and seal up, so as to prevent the issuer or the responsible controlling shareholder or actual controller from transferring funds and evading responsibility. .

　　"After research, freezing the property involved in the case or seizing important evidence is the key to the implementation of the order to repurchase the measure," said the China Securities Regulatory Commission. Therefore, it adopted this opinion and added relevant content to Article 6 of the "Measures for Ordering the Repurchase".

Reform focus: What are the listing conditions for the main board?

The country is a through train:

The focus of this reform is on the main board.

When a domestic issuer applies for listing on the main board of an exchange, its market capitalization and financial indicators shall meet at least one of the following criteria:

　　(1) The net profit in the last three years is positive, and the accumulated net profit in the last three years is not less than 150 million yuan, and the net profit in the last year is not less than 60 million yuan, and the accumulated net cash flow from operating activities in the last three years Not less than 100 million yuan or cumulative operating income of not less than 1 billion yuan;

　　(2) The estimated market value is not less than 5 billion yuan, and the net profit in the most recent year is positive, the operating income in the most recent year is not less than 600 million yuan, and the accumulated net cash flow from operating activities in the last three years is not less than 150 million yuan Yuan;

　　(3) The estimated market value is not less than 8 billion yuan, and the net profit in the most recent year is positive, and the operating income in the most recent year is not less than 800 million yuan.

What are the differences between the main board registration system and the Science and Technology Innovation Board and ChiNext registration system?

The country is a through train:

The focus of this reform is on the main board.

After the reform of the main board registration system, there are 3 sets of listing standards, and the overall profit requirements are higher than those of the "double innovation sector".

At present, the "double entrepreneurship and innovation board" that implements the registration system has multiple listing standards to choose from. Among them, the Science and Technology Innovation Board provides greater support for innovative companies, introduces R&D investment standards, and allows unprofitable companies to go public.

The listing standards given by the GEM are more focused on the profitability of companies. There is a set of standards that allow unprofitable companies to go public. However, as of February 1, the GEM has accepted and listed companies that have not adopted this standard for listing. .

　　Three sets of listing standards have been introduced after the reform of the main board registration system, all of which focus on the company's profitability, which is in line with the positioning of "large-cap blue chips". All three sets of standards require companies to have a positive net profit in the most recent year of listing.

Compared with the Science and Technology Innovation Board and the Growth Enterprise Market, the main board has higher requirements on the profitability of listed companies, and the main board has higher requirements on indicators such as net profit/revenue/cash flow at a similar market value.

　　It is worth noting that after the reform of the registration system, the main board has moved closer to the "double entrepreneurship and innovation sector", and clarified the listing standards for red-chip companies and companies with different voting rights. .

For example, for companies with the same shares but different rights to go public, the main board requires that the expected market value is not less than 10 billion yuan, and the requirement for the "double innovation sector" is not less than 5 billion yuan.

After the implementation of the new regulations, what preparations should the person in charge of the company planning to list make?

The country is a through train:

the most important thing is to define your own positioning.

Under the comprehensive registration system, the positioning of each sector is clear: the main board mainly serves large-scale enterprises in the mature stage; The Institute and the National Equity Exchange System jointly build a position for serving innovative small and medium-sized enterprise owners.

　　Under the comprehensive registration system, the listing conditions for enterprises are more inclusive.

Enterprises planning to go public can combine their own situation and the listing conditions of the corresponding sector, find securities companies to conduct listing training, implement long-term capital market path planning, and choose the right time to go public.

　　However, it needs to be emphasized that under the comprehensive registration system, the industry requirements are still strict, and the China Securities Regulatory Commission will check whether the issuer complies with the national industrial policy and sector positioning.

This also means that, no matter from the perspective of future industrial development potential or current development needs, high-tech industries and strategic emerging industries will be areas that require key financial support. It is expected that industries in related fields will have more development opportunities in the capital market and resource tilt.

Will the comprehensive registration system bring about a "big expansion" of new shares?

Liu Qiao, dean of Peking University's Guanghua School of Management

, said that the reform of the registration system will not immediately bring about an increase in the number of listed companies, but a gradual process.

The reform of the comprehensive registration system is to better enable those companies with development potential and excellent fundamentals to go public better, faster and more efficiently.

　　The China Merchants Bank Research Institute believes that under the comprehensive registration system, the positioning of each sector is clearly divided, and policies guide capital flow to the direction of state-supported development.

Now the focus of policy is on technology, and the GEM and Science and Technology Innovation Board are the focus.

　　In 2022, the number of new stocks issued by the registration system on the Science and Technology Innovation Board and the Growth Enterprise Market will account for 79% of the total number of new stocks on the Shanghai and Shenzhen Stock Exchanges, 82% of the funds raised by new stocks, and the number of IPOs on the main board will account for a limited proportion.

In addition, the basic structure of exchange review and registration with the China Securities Regulatory Commission remains unchanged, and the rhythm of listing and issuance is generally controllable.

The comprehensive registration system will not bring about a surge in the number of IPOs.

What impact does the comprehensive registration system have on the A-share market?

Li Xunlei, chief economist of Zhongtai Securities

, said that with reference to the experience of the 2007 share structure reform, the 2012 GEM reform, and the 2019 Science and Technology Innovation Board pilot registration system, a big bull market in history is bound to be accompanied by big financing. Therefore, the market from this year to next year Or there is a basis for an index-level bull market.

　　In the medium and long term, securities companies, technology stocks, central enterprises and state-owned enterprise reforms and other main lines will still benefit from the valuation restoration under the deepening of capital market reforms.

After the full registration system, will it become more and more difficult for retail investors to speculate in stocks?

The country is a through train:

After the full registration system, from the perspective of valuation, stock pricing will become more market-oriented, and the difficulty of valuing stocks will increase accordingly, and the difficulty of retail investors is expected to increase.

For example, playing a new game may no longer be able to "lie down and win".

　　After the reform of the comprehensive registration system, the market-oriented inquiry and pricing method was adopted, and the issuance price broke through the original price-earnings ratio limit of 23 times.

In the process of launching new projects in the future, investors need to pay more attention to the company's fundamentals and the price/performance ratio of the target.

　　But in terms of the overall market environment, with the implementation of the comprehensive registration system, especially the implementation of the strict delisting system, the "survival of the fittest" mechanism in the stock market will be more complete, good companies will be easier to stand out, and investors who are good at discovering the value of good companies may welcome Come new spring.

Under the comprehensive registration system, can A shares absorb "excess savings"?

　　Zhongtai Securities pointed out that my country's resident sector has hoarded a large amount of "excess savings", and revitalizing "excess savings" will play a role in promoting economic recovery.

In view of the damage to the balance sheets of Chinese residents during the epidemic, residents' income expectations continue to be depressed, and under the influence of factors such as the reversal of the population cycle, "housing is not for speculation", and the policy of greatly stimulating housing price expectations may be difficult to launch, it is difficult for residents to save excess savings. "Smoothly" flowed into the consumption and real estate fields.

　　Therefore, revitalizing the post-epidemic economic vitality will depend, on the one hand, on how to solve the pressure on land finance; on the other hand, it will depend on whether the capital market can bear the "excess savings" reservoir and indirectly increase direct financing for real enterprises.

　　Under the background of my country's transformation from land finance to equity finance, and the deepening reform of the capital market to enhance its attractiveness to investors, the promotion of the comprehensive registration system can effectively improve the "value discovery" function of the market and serve as a reservoir for residents' "excess savings" The function is conducive to improving the overall quality of A-share listed companies, and helping to restore the valuation of leading emerging technologies with growth and high-quality central enterprises.

What impact will the new regulations have on Chinese stocks and Hong Kong stocks?

　　Under the new standard of the comprehensive registration system, Chinese concept stocks and Hong Kong stocks will usher in the opportunity to return.

In terms of the main board, the new regulations clarify the specific standards for red-chip companies to issue stocks or depositary receipts and list on the main board, as well as the conditions for "same shares with different rights" companies to apply for listing on the main board.

　　Among them, after the implementation of the registration system, red-chip companies that have been listed overseas, applying for the issuance of stocks or depositary receipts and listing on the Shanghai and Shenzhen Stock Exchanges, should at least meet one of the following criteria: (1) The market value is not less than 2,000 yuan; (2) The market value is more than 20 billion yuan, and it has independent research and development, international leading technology, strong scientific and technological innovation capabilities, and is in a relatively dominant position in the competition in the same industry.

　　In terms of the GEM, red-chip companies are no longer required to have a positive net profit.

The new regulation deletes the previous requirement of "net profit in the latest year".

After deletion, the market value and financial indicators of red-chip and special equity structure enterprises applying for listing can only meet one of the following criteria: (1) The estimated market value is not less than 10 billion yuan; (2) The estimated market value is not less than 5 billion yuan RMB, and the operating income in the most recent year is not less than RMB 500 million.