The regulatory system for listed companies in the domestic capital market has been fully integrated and revised for the first time in 30 years.

On the evening of November 26, the China Securities Regulatory Commission issued the “Notice on Public Consultation on the Relevant Rules Concerning the Integration of the Regulatory System of Listed Companies” (hereinafter referred to as the “Notice”” ) Stated that in order to build a more scientific and standardized regulatory and regulatory system for listed companies and make the regulations “scientific, understandable and effective”, the China Securities Regulatory Commission and the Shanghai and Shenzhen Stock Exchange have jointly carried out the integration of the regulatory and regulatory systems for listed companies. The current departmental rules and regulations on the supervision of listed companies and the self-regulatory rules of the Shanghai and Shenzhen Stock Exchange on the supervision of listed companies have been merged into 182 pieces, and the number has been reduced by 60%.

The China Securities Regulatory Commission stated that the integration of 27 regulatory documents involving the China Securities Regulatory Commission, including the formulation of 6 rules, 17 amendments, and 4 abolitions after the merger, are now available to the public Open for comments. The deadline for comments is December 26, 2021.

So, what are the content of this rule integration? What are the characteristics of the integrated regulatory regulations? Why is integration necessary? News (www.thepaper.cn) reporters sorted out seven key points. Key point 1: The merger supervision matters are the same But the rules are scattered everywhere, and the outdated, repetitive, and contradictory points are revised.

Overall, there are five main aspects of the integration of the rules. First of all, it is to merge the rules that have the same regulatory matters but are scattered everywhere, and modify outdated, repetitive, and contradictory points to form unified and clear special rules.

Specifically, the first is the “Administrative Measures for the Repurchase of Public Shares by Listed Companies (for Trial Implementation)” and “Supplementary Provisions on the Repurchase of Shares by Listed Companies by Concentrated Auction Trading” Several regulatory documents such as “Listed Company Share Repurchase Management Rules.”

The second is to regulate the domestic spin-off of the “Regulations on the Pilot Domestic Listing of Subsidiaries of Listed Companies Spin-off The Notice on Issues Related to Overseas Listings was merged into the “Rules for Spin-off of Listed Companies (Trial).”

The third isOn the basis of the Notice on Regulating the Funds Exchanges between Listed Companies and Related Parties and the Issues Concerning External Guarantees by Listed Companies and the Notice on Regulating the External Guarantee Behavior of Listed Companies, the Notice on the Centralized Solution to the Issues of Capital Occupation of Listed Companies and Violation of Guarantees ”And several related content related to capital exchanges and external guarantee regulations, merged into “Listed Company Supervision Guidelines No. 8-Supervisory Requirements for Listed Companies’ Capital Exchanges and External Guarantees.”

Fourthly, the relevant contents of the “Provisions on Strengthening the Protection of the Rights and Interests of Public Shareholders” are integrated into the “Guidelines for the Articles of Association of Listed Companies”, “Rules for the General Meeting of Shareholders of Listed Companies”, etc. Rules etc.

Key point 2: Modify the current rules that are incompatible with practice and conflict with the newly released rules or higher-level laws

Secondly, this rule During the integration, the current rules that are not compatible with practice and conflict with the newly issued rules or higher-level laws were revised, and the textual expressions were unified and standardized.

For example, the first is to delete the “Administrative Measures for the Acquisition of Listed Companies” Article 62 of the “Administrative Measures for the Acquisition of Listed Companies” regarding the application of opinions on serious financial difficulties of listed companies-Article No. The reason for the expression “stocks are suspended from listing” in No. 7 is that there is no longer a stage of “listing suspension” after the implementation of the new delisting regulations.

The second is to amend “application for exemption from obligation of tender offer” to “exempt from increasing shareholding by means of tender offer”, which is consistent with the “Administrative Measures for the Acquisition of Listed Companies”.

The third is the “Administrative Measures for Major Asset Reorganizations of Listed Companies” Article 3 Applicable Opinions Regarding the Issue of Capital Occupation of Assets to be Purchased-Article 10 of the Opinions on the Application of Securities and Futures Laws The “asset to be purchased” in the “No.” is amended to “underlying asset”, so that it can be applied to the situation of share swap, absorption and merger, and enhance the practicability of laws and regulations.

Fourth, the formulation of the “Guiding Opinions on Improving the System of Suspension and Resumption of Trading of Listed Companies” was adjusted from policy guidance documents to standard legal documents, and the name was changed to “Listing Rules for the Suspension and Resumption of Trading of Company Stocks.

Fifth, “Regulations No. 4 for Information Disclosure and Reporting of Companies Publicly Issuing Securities-Special Provisions for Information Disclosure of Insurance Companies” and “Information Disclosure Reporting of Companies That Are Publicly Issuing Securities” Rule No. 26-Special Provisions on Information Disclosure of Commercial Banks (hereinafter referred to as “Regulations No. 26”) are updated in accordance with the new regulations of the upper law, citing the “Article 193 of the Securities Law was revised to Article 197, and Chapter 6 of the “Administrative Measures for Information Disclosure of Listed Companies” cited was revised to Chapter 5. Taking into account the existing provisions of the Securities Law, the “Regulations No. 26” was deleted Provisions on the scope of periodic reports, etc.

Key point 3: Practices that have been generally recognized in practice are improved to form rules

A generally agreed approach, and promote the formation of rules.

Specifically, on the one hand, the “Listed Companies’ General Meeting of Shareholders Rules” in accordance with the new “Securities Law” increase the number of shares purchased by shareholders in violation of the regulations and cannot be exercised within 36 months Voting rights are not included in the provisions of the total number of shares with voting rights attending the general meeting of shareholders.

On the other hand, in combination with previous supervision practices, the “Guidelines for the Supervision of Listed Companies No. 4-Commitments of Listed Companies and Related Parties” adds directors, supervisors, and Senior managers, asset transaction counterparties, bankruptcy and reorganization investors and other applicable entities and bankruptcy and reorganization matters have been added to the three situations that cannot be changed or exempted from commitments, including commitments made in accordance with relevant regulations, restructuring performance commitments, and commitments that have been made clear. Commitment to change or revoke.

Key point 4: Abolish the provisional regulations, phased arrangements and rules that contradict the current rules.

In addition, the integration of the rules Abolish the temporary regulations, phased arrangements and rules that contradict the current rules that were promulgated earlier.

For example, the “Announcement on Issues Concerning the Intensive Promotion of Listed Company Governance Activities in 2008”, and the “Notice on Issues Related to the Launch of Special Activities to Strengthen Listed Companies Governance” and other phased work arrangements The specific requirements have been implemented in the regulatory practice and other rules;

At the same time, the “Notice on Regulating the Information Disclosure of Listed Companies and the Behavior of Related Parties” The “Notice on Matters Concerning Listed Companies’ Case Filing, Inspection and Information Disclosure” was issued earlier, which contradicts the subsequent new rules and practices.

Key point 5: Some rules that have been revised recently or that have been used with good results are only numbered.

Finally, in this rule integration, for some rules that have been revised soon or have been used with good results, the content will not be modified this time, and only numbering will be processed, which is convenient for market search and use.

For example, Article 62 and Article 63 of the “Administrative Measures on the Acquisition of Listed Companies” and Article 46 of the “Administrative Measures on Major Asset Reorganizations of Listed Companies” Article Opinions Concerning the Applicable Opinions Regarding the Restriction of Share Transfers-Securities and Futures Law Application Opinions No. 4, “Administrative Measures for the Acquisition of Listed Companies” Article 74 Regarding the determination of the timing of completion of the acquisition of increased holdings of shares of listed companies through centralized bidding transactions Applicable Opinions-Opinions on the Application of Securities and Futures Law No. 9 etc. are the newly revised rules in the past two years.

The “Measures for the Implementation of the Chairman’s Talking System for Listed Companies” have been applied well in practice, and they were only renamed and numbered as “Guidelines for the Supervision of Listed Companies No. 6-Listing The content of the “Measures for the Implementation of the Company’s Chairman’s Talk System” remains unchanged.

Key Six: The integrated regulatory rules will show three major characteristics

Three characteristics are presented:

First, the system becomes simple. For example, the business classification includes four categories: information disclosure, corporate governance, mergers and acquisitions, and regulatory responsibilities; at the level, the CSRC builds three levels of basic rules, regulatory guidelines, and rules application opinions, and the exchange level builds self-regulatory rules and self-regulatory supervision There are three levels of guidelines and self-regulatory guidelines, and the administrative supervision and self-regulatory supervision are effectively connected.

Second, the content is more standardized and reasonable. On the premise of “avoiding major revisions of the entity content”, optimize the relationship between the upper and lower rules, try to “level” the rules of the Shanghai and Shenzhen Stock Exchange, maintain reasonable differences in the content of the two rules, and technically merge the same rules and amendments Abolish the rules that are inconsistent with practice or have contradictions, and unify the textual expression and format.

Third, the number is significantly reduced. After the integration, there are 94 CSRC rules and 88 Shanghai and Shenzhen Stock Exchange rules, which are more concise, clear and friendly.

Key 7: The integration of rules is necessary to further promote the quality of listed companies

Regarding the integration of this rule, the China Securities Regulatory Commission stated that, despite years of development, my country’s capital market has initially established a set of laws, administrative regulations, departmental rules, regulatory documents, and exchange self-discipline rules. A complete set of regulatory and regulatory systems for listed companies. On the whole, the current regulations cover a wide range of fields and a large number, and all aspects of listed company regulatory work have achieved laws to follow, and the supply of legal systems has achieved phased results.

However, the China Securities Regulatory Commission further pointed out that with the increase in the number of rules and the development and changes in the regulatory practices of listed companies, the importance of optimizing the rule system, improving the content of the rules and streamlining the number of rules has become increasingly prominent.

The China Securities Regulatory Commission emphasized that the integration of the regulations is aimed at further strengthening the scientific, systematic, and normative of the regulatory regulations for listed companies on the existing basis, facilitating the search and use of market entities, and boosting the promotion of listed companies. quality.