The relevant regulations of the GEM reform and pilot registration system are open to the public for comment from April 27 to May 27, 2020. At the same time, the CSRC listened to the opinions of relevant parties by holding forums and soliciting opinions in writing. All circles of the society generally support the content of the rules, and the suggestions for revision and improvement of the opinions and suggestions are carefully studied one by one. The reasonable suggestions are all absorbed and adopted, and the rules and regulations are revised accordingly.
The revised and improved “GEM First Issue Measures” has seven chapters and 75 articles. The main contents include: first, streamlining and optimizing the conditions for the initial public offering of stocks on GEM, transforming the matters that can be judged by investors into more stringent information disclosure requirements in the issuance conditions, and emphasizing that the company’s legal compliance and compliance with the principle of materiality Financial regulatory issues. The second is to make institutional arrangements for the registration procedure, to achieve the acceptance and review of the entire process of electronic and full process disclosure, reduce the burden on enterprises, and improve the transparency of the review. The third is to strengthen information disclosure requirements, strictly implement the responsibility of issuers and other relevant parties in information disclosure, and formulate differentiated information disclosure rules that address the characteristics of GEM companies. The fourth is to clarify the basic rules of market-oriented issuance and underwriting, and stipulate that pricing methods, investor quotation requirements, and the maximum quotation rejection ratio should also comply with the relevant regulations of Shenzhen Stock Exchange. Fifth, strengthen supervision and management and legal responsibilities, and increase the accountability of the market entities such as issuers and intermediaries for violations of laws and regulations.
The revised “GEM Refinancing Measures” has seven chapters and 93 articles. The main contents include: First, the scope of application is clarified, and the listed companies issue stocks, convertible corporate bonds, depository receipts and other securities, and the “GEM Refinancing Measures” apply. The second is to streamline and optimize the issuance conditions, distinguish between issuance to non-specific objects and issuance to specific objects, and set up different financing conditions for different types of securities. The third is to clarify the issuance and listing review and registration procedures. The review period of the Shenzhen Stock Exchange is two months and the registration period of the CSRC is 15 working days. At the same time, set up simple procedures for “small and fast” financing. The fourth is to strengthen information disclosure requirements, requiring targeted disclosure of business model, corporate governance, development strategy and other information to fully reveal possibleCore competitiveness, operational stability, and risk factors that have a significant adverse impact on future development. Fifth, special regulations are made for the issue and underwriting, and special arrangements are made for the issue price, pricing base date, lock-up period, and the conversion period, conversion price, and transaction method of convertible bonds. Sixth, strengthen supervision and management and legal responsibility, and increase accountability for violations of laws and regulations by listed companies, intermediaries, and other market entities.
The revised “Continuous Regulations on GEM” has a total of 35 articles. The main contents include: First, the principles of application are clearly clarified. GEM companies should abide by the general regulations for the continuous supervision of listed companies, unless otherwise stipulated in the “Measures for Continuous GEM Supervision”. The second is to clarify the relevant requirements of corporate governance and make special arrangements for companies with special voting shares. The third is to establish a targeted information disclosure system, strengthen industry positioning and disclosure of risk factors, and highlight the information disclosure responsibilities of key minority shareholders such as controlling shareholders and actual controllers. The fourth is to clarify the shareholding reduction requirements and appropriately extend the lock-up period for the holding shareholders, actual controllers, and directors and supervisors of unprofitable enterprises. Fifth, improve the major asset reorganization system, clarify the implementation of the registration system for the issuance of stocks involved in the merger and acquisition of listed companies on the Growth Enterprise Market, and stipulate the asset requirements for restructuring. Sixth, adjust the equity incentive system, expand the range of personnel that can be the target of incentives, relax the price restrictions on restricted stocks, and further simplify the procedures for granting restricted stocks.
The main contents of this revision of the “Sponsorship Measures” are: First, to maintain coordination with the new “Securities Law”, adjust the relevant provisions of the audit procedures, and improve the management of sponsor representatives . The second is to implement the requirements for the reform of the GEM registration system, clarify the relevant requirements for the issuer, its controlling shareholders, and actual controllers to cooperate with the sponsorship work, refine the intermediary agency’s practice requirements, and urge the intermediary agencies to do their responsibilities and work together to check the quality of the sponsorship business. . The third is to strengthen the internal control requirements of the sponsors, include the sponsoring business into the company’s overall compliance management and comprehensive risk management, and promote the industry’s voluntary development of endogenous power and self-discipline for compliance development and performance of duties. The fourth is to increase accountability, enrich the types of regulatory measures, and increase the cost of violating laws and regulations.
In order to do a good job in the reform of the GEM and the specific implementation of the pilot registration system, the CSRC has formulated and revised the “Special Provisions on the Issuance and Underwriting of Initial Public Offering of Securities on the GEM” The six normative documents, including the content disclosure and format guidelines for companies that publicly issue securities, No. 28-GEM Prospectus, were issued together with the “GEM Initial Measures” and “GEM Refinancing Measures”. The Shenzhen Stock Exchange has formulated and revised business rules, which mainly involve listing conditions, audit standards, shareholding reduction systems, and continuous supervision. The Securities Industry Association has formulated self-regulatory rules on GEM issuance and underwriting. China Clearing formulated and revised registration and settlement, refinancing and other aspectsBusiness rules.
In addition, in order to further regulate the behavior of market entities related to the GEM and create a market integrity ecosystem, the SFC will follow the “Securities Law” and “Measures on the Integrity Supervision and Administration of the Securities and Futures Market” Relevant provisions of the Memorandum of Cooperation on the Implementation of Joint Disciplinary Measures for Relevant Responsible Subjects of Listed Companies that Violate Laws and Distrusts, timely incorporate the information on violations and distrusts of relevant entities into the integrity archives of the securities market, accept public inquiries, carry out special public notices on serious violations of the law, and push national credits Information sharing platform.
From June 15th, the Shenzhen Stock Exchange will begin accepting applications for initial public offerings, refinancing, and mergers and acquisitions of GEM companies under review. In the next step, the CSRC will organize the Shenzhen Stock Exchange, China Clearing and other units to solidly promote the work of review and registration, market organization, technical preparation, etc., implement the reform of the GEM and pilot the registration system.Measures for Continuous Supervision of GEM Listed Companies (Trial)》