System sorting, build a concise and efficient rule system
Coordinating and coordinating to optimize the system. In accordance with the requirements of the new Securities Law and the Measures for Continuous Supervision of Listed Companies on the Growth Enterprise Market (for Trial Implementation), we will do a good job in the “waste and reform” of the continuous supervision of the GEM business rules, and comprehensively revise the “Listing Rules” and “Guidelines for Standardizing Operations” Abolish the 14 information disclosure business memorandums and other rules, issue 7 business management guidelines, build the “Listing Rules” as the core, “standard operation guidelines” and information disclosure guidelines as the backbone, and the business management guidelines supplement the clear, concise and efficient, A regulatory rule system adapted to the requirements of innovation and development.
Clear positioning and exerting joint efforts. The “Listing Rules” are the basic business rules for the continuous supervision of the GEM, covering listing, continuous supervision, corporate governance, information disclosure, and delisting. The “Guidelines for Standard Operation” further clarify the code of conduct for “key minorities” such as directors and supervisors, controlling shareholders and actual controllers, as well as specific regulatory requirements for major matters such as information disclosure management, fundraising management, financial assistance, and guarantees. The business handling guide focuses on standardizing the information disclosure business handling process of listed companies, and aims to achieve “one pass” for business operations.
Straighten the hierarchy and use it first. Based on the GEM’s many years of regulatory practice, it has absorbed the more mature requirements of the “Regulations on Operational Guidelines” into the “Listing Rules”, integrated the requirements of the original memorandum into the “Regulations on Operation of Regulations”, and regulated business handling and information disclosure operations. The content is adjusted to the business management guide. In accordance with the principle of urgent use first, this time a total of 7 business management guides for information disclosure business handling, periodic report disclosure related matters, restricted sales of shares are lifted, general meeting of shareholders, equity incentives, information disclosure announcement format, tender offer, etc. According to the requirements of higher-level rules, further revise and formulate relevant rules for refinancing business.
Advance with the times, perfect continuous supervision regulationsThe system
wide entry and strict exit, optimize the issuance and listing conditions, and improve the delisting mechanism. First, smooth “entry clearance”, formulate more diversified and rich listing conditions, allow certain-scale unprofitable enterprises, red-chip enterprises, and enterprises with special equity structures to be listed on the GEM, adapting to different growth stages and different types of innovative entrepreneurial enterprises Demand for listing, expand market coverage and inclusiveness. The second is to strictly control “exports”, enrich and improve the delisting index, net profit is based on the deduction of non-recurring gains and losses, and the combination of operating income indicators, to accurately clear out the shell companies with no continuous operating capacity; new market value category delisting Indicators, perfect trading indicators, and give full play to the market-oriented delisting function; optimize the delisting process, cancel the suspension of listing, resume listing, no longer set up the delisting consolidation period for transactional delisting, and move back after the time when major illegal delisting is suspended No longer set the “escape period” to improve the delisting efficiency. The third is to refine the transition period arrangements for different delisting situations, clarify market expectations, achieve a smooth transition, and ensure fair and reasonable convergence of old and new rules.
Reducing burden and decentralization, lowering the cost of market players, and adapting to market development needs. Implement the requirements of “deregulation and service”, cancel the ex-ante approval requirements for exemption and deferred disclosure, and make it clear that the listed company will determine the content of exemption and deferred disclosure and the corresponding regulatory requirements; fully consider the characteristics of innovative and entrepreneurial enterprises, relax the disclosure standards for transactions and related transactions Simplify the review process, cancel the mandatory disclosure of performance report requirements, and reduce the cost of trust; improve the share transfer requirements of the controlling shareholder, the actual controller and its related parties when the listed company’s funds are occupied, and the listed company has not released the guarantee for it, etc. Help relevant parties to raise funds and resolve risks; remove the need to provide external financial assistance during the replenishment of idle raised funds, and do not make financial or high-risk investment regulatory requirements within 12 months before the replenishment of over-raised funds; optimize the replenishment of raised funds The mandatory requirement to return funds to a special account before the expiration date of the stream, to improve the autonomy and flexibility of listed companies.
Precise supervision, strengthen corporate governance, and focus on the “key minority”. One is to standardize the arrangement of differences in voting rights, detail the procedures for setting up special voting rights, the subject of shareholding, sunset clauses, voting multiples and ratios, major matters voted on “one share and one right”, the supervisory responsibilities of the board of supervisors and the continuous supervision responsibilities of sponsors, etc. Prevent the abuse of special voting rights to damage the rights of small and medium investors. Second, in order to prevent a high proportion of equity pledge risk, the controlling shareholder is required to pledge the company’s shares prudently, use the integrated funds reasonably, maintain the company’s control and production and operation stability, and guide the controlling shareholder to reasonably control the pledge ratio. The third is to determine the situation of “no actual controller” in response to control rights and malicious evasion of liability, and further standardize the determination of control rights. The fourth is to revise and perfect the declarations and undertakings of controlling shareholders, actual controllers, directors and supervisors, and formulate guidelinesStatements and commitments to red-chip companies clearly clarify the obligations and responsibilities of the “key minority”.
Strengthen disclosure, add a risk warning system, and improve the effectiveness of the letter. One is to add a delisting risk warning system (ie *ST system) and other risk warning systems (ie ST system) to fully inform investors that the company has the risk of delisting due to abnormal financial and other conditions, major violations of the law, etc., or There are serious abnormal situations such as production and operation halt, illegal guarantees and capital occupation. The second is to refine the disclosure requirements for industries and risks. In accordance with the requirements of the registration system, it is necessary to report both good news and bad news. Make it clear that listed companies should strengthen the trust of industry characteristics, company operations, core competitiveness, debt and liquidity risks; for unprofitable companies, they must fully disclose the reasons for unprofitability, impact on continuous operations and provide adequate risk warnings, and at the same time in the annual report The prominent position indicates that there is no profitable risk, which is convenient for investors to quickly identify.
Compacting responsibilities, urging intermediary agencies to return to their positions and fulfilling their duties, and playing a continuous role of supervision. The fulfillment of due diligence of intermediary institutions is the basis for ensuring the smooth and orderly progress of the registration system reform. This revision further strengthens the continuous supervision responsibility of the sponsor institutions, and clearly ensures that the recommender institutions pay attention to the verification obligations when the company has serious abnormal fluctuations in stock prices and daily operations face major risks. As well as on-site verification obligations for suspected fraud, fund occupation and other major violations. At the same time, increase the requirements of sponsors and sponsor representatives, financial advisors and sponsors to fulfill the continuous supervision obligations of listed companies for fair information disclosure, and give full play to the role of “gatekeeper”.
Open the door to establish regulations, absorb and adopt reasonable market suggestions
In the process of this continuous regulatory revision, Shenzhen Stock Exchange fully listened to listed companies and securities companies , Fund companies, investors and other market voices, after summarizing the same substance, received a total of 38 feedbacks. Among them, the feedback of the “Listing Rules” mainly focuses on the listing conditions, the shareholding reduction system arrangements, the scope of continuous supervision of the sponsors, the delisting indicators, etc.; the feedback of the “Guidelines for Standardizing Operations” mainly focuses on the interpretation of relevant provisions and the optimization of specific supervision. Requirements, etc. Regarding the feedback and suggestions from market participants, the Shenzhen Stock Exchange attaches great importance to, seriously studies and fully demonstrates, and adopts 17 recommendations, the main adjustments are as follows:
Improve the listing of red-chip companies And delisting conditions. Adjust the total share capital of the red-chip enterprises and the listing conditions of the equity structure, clarify that the total share capital is calculated based on the total number of shares and the number of depositary receipts, and clarify the criteria for the “rapid increase in operating income” in the listing conditions; adjust the red-chip enterprisesThe relevant standards for trading delisting clearly stipulate that when the “face value delisting” indicator is applied, it will be implemented in accordance with the standard of “the daily stock closing price is less than 1 yuan for 20 consecutive trading days”, and it is clear that red chip companies issue depositary receipts Is not applicable to the “number of shareholders” delisting indicators, etc.
Adjust and improve some delisting indicators. Adjusted the market value delisting indicator to a daily closing market value of less than 300 million yuan for 20 consecutive trading days; improved the financial delisting standard, after the company was implemented *ST due to the financial delisting indicator, the next annual financial report was issued Those with reservations will also be terminated from listing, strengthen the role of financial delisting indicators, and increase market liquidity.
Clarify the listing conditions for listed companies to issue shares and convertible corporate bonds. In order to implement the requirements of the new “Securities Law” and make a good connection with the higher-level rules, the “Listing Rules” clarify that “listed companies applying for stocks and convertible corporate bonds should still meet the corresponding issuance conditions when they are listed on the stock exchange”, which is in line with the current refinancing practice. The implementation is consistent and no listing conditions are added.
In addition, based on market feedback, the disclosure end time of the special report on the deposit and use of raised funds is clarified, and the report on the close relatives of insiders of inside information during the profit distribution process is cancelled. Prepare requirements, etc., and further improve the expression of relevant rules to facilitate the understanding of rules and actual implementation.
Continuous optimization, promote the reform of the stock market to achieve stability and long-term development
Comprehensively revising and perfecting the continuous supervision rules of the GEM is an important part of steadily advancing the reform of the stock market. Relevant rules involve a wide range of rules, and there are many changes in terms. The Shenzhen Stock Exchange will do a good job of training and interpretation of rule revisions to help listed companies better understand, comply with, and enforce rules, and follow up and evaluate the implementation of rules in a timely manner. According to the needs of reform and development and daily regulatory practice, Optimize and perfect the system of continuous supervision rules.
Advance smoothly, do a good job in rule training and supervise the implementation. After the issuance of the rules, the Shenzhen Stock Exchange will organize a series of special trainings, do a good job in policy consultation, rules interpretation and other publicity work, help listed companies and related entities to be familiar with the latest requirements in a timely manner, and urge the listed companies to strictly implement the relevant rules. In addition, according to the transition period arrangement, for companies that touched on the delisting situation after the disclosure of the 2019 annual report, properly do the delisting related work, stabilize the expectations of market subjects, and maintain fairness and justice in the market.
Evaluate and improve, and accumulate experience for comprehensive deepening reform of the capital market. GEM reform and pilot registration system will first “incrementalThe “stock” reform is progressing synchronously. The Shenzhen Stock Exchange will implement the new “Securities Law” in accordance with the deployment requirements of the China Securities Regulatory Commission. Continue to sort out and summarize the new situations and new problems found in daily supervision, extensively collect and evaluate market participants’ feedback on the implementation of rules, conduct in-depth research and argumentation, make timely adaptations to the rules, and constantly improve the basic system of the stock market. Market advances registration system reform to accumulate experience.