On April 12, according to the official website of the Shenzhen Stock Exchange, under the guidance of the China Securities Regulatory Commission, the Shenzhen Stock Exchange issued a review of the "Shenzhen Stock Exchange Stock Issuance and Listing Review Rules", "Shenzhen Stock Exchange Listed Companies Material Asset Restructuring Review Rules", "Shenzhen Stock Exchange Listing Review Committee and M&A and Reorganization Review Committee Management Measures", "Shenzhen Stock Exchange Stock Listing Rules", "Shenzhen Stock Exchange GEM Stock Listing Rules" and "Shenzhen Stock Exchange Listed Company Shareholders, Directors, Supervisors, The Detailed Rules for the Implementation of the Reduction of Shareholdings by Senior Managers (hereinafter referred to as the "Shareholding Reduction Rules") have been revised, among which the "Shareholding Reduction Rules" are to be renamed as the "Self-Regulatory Guidelines for Listed Companies on the Shenzhen Stock Exchange No. 18 - Reduction of Shareholdings by Shareholders, Directors, Supervisors and Senior Managers". It is now open to the public for comments. On April 12, the Shenzhen Stock Exchange answered questions from reporters for public consultation on the revision of the "Stock Issuance and Listing Review Rules" and other rules.
It is proposed to revise the listing conditions of the main board to enhance the ability to stabilize returns and reduce the value of "shell resources".
The Shenzhen Stock Exchange said that in the process of promoting the reform of the registration system for stock issuance, the Shenzhen Stock Exchange revised the "Stock Listing Rules" and the "GEM Stock Listing Rules", set multiple listing standards, optimized the issuance conditions, and enhanced the coverage of the board, which played a positive role in serving the real economy in the capital market. Judging from the practical needs of strictly controlling the entry of issuance and listing, improving the quality of listed companies from the source, and effectively protecting the legitimate rights and interests of small and medium-sized investors, the current listing conditions of the main board and the Growth Enterprise Market are not adaptable, mainly because the financial indicators are low, the profits of some reporting enterprises are small, the ability to resist risks is weak, and the performance after listing is prone to large fluctuations; and other relevant indicators are not comprehensive enough, and the role of guiding enterprises to declare suitable sectors is not sufficient. On the basis of in-depth research, the Shenzhen Stock Exchange has revised the relevant rules, improved the listing conditions and sector positioning requirements, and enhanced its adaptability and guidance functions.
The first is to revise the listing conditions on the main board to enhance the ability to stabilize returns. The newly revised Stock Listing Rules moderately increase the net profit, cash flow, Revenue and other indicators are mainly to increase the cumulative net profit index of the first set of listing standards from 150 million yuan to 200 million yuan in the last three years, the net profit index of the last year from 60 million yuan to 100 million yuan, the cumulative net cash flow index from operating activities in the last three years from 100 million yuan to 200 million yuan, and the cumulative operating income index of the last three years from 1 billion yuan to 1.5 billion yuan, and the cash flow index of the second set of listing standards from 150 million yuan to 250 million yuan, so as to further highlight the blue-chip positioning of the main board and enhance the ability of listed companies to return investors stably, and moderately increase the expected market value of the third set of listing standards on the main boardThe estimated market value of the third set of indicators will be increased from 8 billion yuan to 10 billion yuan, and the operating income in the last year will be increased from 800 million yuan to 1 billion yuan, so as to strengthen the representativeness of the industry and provide the market with more high-quality and diversified investment targets.
The second is to revise the listing conditions of the GEM to highlight the ability to resist risks and growth. The newly revised "GEM Stock Listing Rules" moderately raises the net profit index of the first set of GEM listing standards, raising the net profit index from 50 million yuan to 100 million yuan in the last two years, and adding a requirement that the net profit in the latest year is not less than 60 million yuan, highlighting the company's ability to resist risks; Enterprises that meet the positioning requirements of the GEM in the industry and development stage are listed.
The third is to improve the positioning of the sector and clarify market expectations. The newly revised "Stock Issuance and Listing Review Rules" further concretizes the positioning of the main board as a "large-cap blue chip" from the dimensions of industry status, performance scale, core technology and technology, industry development trends, and operational stability, highlights the representativeness of the industry, increases technological elements, and clearly requires issuers and sponsors to evaluate and judge the positioning of the main board. At the same time, we will simultaneously improve the relevant requirements of the positioning of the GEM, further start from the requirements of promoting the development of new productive forces, clarify the logic and standards of the "three innovations" and "four new" of the GEM, and moderately improve the relevant indicators that reflect the growth of innovative enterprises.
This time, it also revised the conditions for the implementation of restructuring and listing of listed companies on the main board and GEM in the "Rules for the Review of Major Asset Restructuring of Listed Companies", further strengthened the supervision of restructuring and listing, and reduced the value of "shell resources".
Reducing the number of years, amount, and proportion of delisting due to financial fraud will increase the number of years of continuous fraud and delisting
On April 12, the Shenzhen Stock Exchange said that first, it is necessary to strengthen strict control of the entrance, comprehensively and strictly strengthen the supervision of the issuance and listing activities of enterprises, focus on improving the financial indicators of issuance and listing, strengthen the review of financial authenticity, and tighten the responsibility of intermediaries. The second is to strengthen continuous supervision, strengthen the hard constraints on cash dividends, standardize the behavior of shareholders to reduce their holdings, and promote listed companies to improve the ability and level of investor returns. The third is to strengthen the smooth flow of exports, strictly enforce the delisting standards, resolutely clear out unqualified companies, and achieve "retreat as much as possible" to protect the legitimate rights and interests of investors.
The Shenzhen Stock Exchange said that it will expand the scope of application of mandatory delisting for major violations. Reduce the number of years, amount and proportion of delisting due to financial fraud, and increase the number of consecutive delistings due to multiple years of fraud. The current indicator of "the total amount of false records reaching more than 500 million yuan for two consecutive years and exceeding 50% of the total amount disclosed in the two years" is revised, and three levels are distinguished: one year, two consecutive years, and three consecutive years or more: one year is "200 million yuan and 30% of the amount of false records", two years is "a total of 300 million yuan and accounts for 20%", and three years or more is found to be false records and delisted, and resolutely cracks down on malignant and long-term systematic financial fraud. The one-year and two-year standard applies to false entries in 2024 and subsequent years, and the three-year and above standards apply to false entries in 2020 and subsequent years. The aforesaid false entries include operating income, net profit, total profit, and balance sheet assets or liabilities.
In addition, in order to strengthen the supervision and restraint of financial fraud companies, strengthen the risk disclosure of financial fraud companies, and urge them to actively rectify, a new ST situation is added, for the fraud that does not touch the delisting standard, the prior notice of administrative penalty shows that there are false records in the company's financial and accounting reports, that is, ST is implemented. Only when the company completes the retrospective adjustment of the penalty items and the administrative penalty decision has been made for 12 months can it apply for removal of the hat.
Three new regulatory delisting scenarios have been added
The Shenzhen Stock Exchange said that three new normative delisting situations were added. First, the new controlling shareholder occupies a large amount of funds and does not rectify and delist, that is, "the company is the controlling shareholder (without a controlling shareholder, the largest shareholder, the same below) or the balance of the non-operating funds occupied by the controlling shareholder or the controlling shareholder's affiliates reaches more than 200 million yuan or accounts for more than 30% of the absolute value of the company's latest audited net assets, and is ordered by the China Securities Regulatory Commission to make corrections but fails to complete the rectification within the required time limit", effectively enhancing the regulatory deterrence of major shareholders embezzlement, urging the company to strengthen internal control, and maintain the financial independence of assets.
Second, the new multi-year internal control non-standard opinion is delisted, the internal control non-standard or failure to disclose the internal control audit report in accordance with the provisions for two consecutive years to implement *ST, and the third internal control non-standard or failure to disclose the internal control audit report in accordance with the provisions of the delisting, consolidating the responsibilities of the audit institution, and urging the company to improve internal governance and standardize operations.
Third, the new disorderly competition for control and delisting adds a category of "major defects in information disclosure or standardized operation", that is, "the company has a disorderly struggle for control, resulting in investors being unable to obtain effective information about the company", urging shareholders to resolve control disputes within the framework of the system, and effectively protecting the right to know of small and medium-sized investors.
If there is no dividend for many years or the dividend ratio is low, ST will push the listed company to pay dividends multiple times a year
Cash dividends are the most direct and effective way for listed companies to repay investors. In order to guide listed companies to actively pay cash dividends and further improve the sustainability and stability of dividends, the Shenzhen Stock Exchange has made the following optimization arrangements for the provisions on dividends in the Stock Listing Rules and the GEM Stock Listing Rules.
The first is to take strong restraint measures against substandard dividends. Companies that have not paid dividends for many years or have a low dividend ratio will be included in the "implementation of other risk warnings" (ST) situations. In terms of the main board, ST will be implemented for companies that meet the basic conditions for dividends, the total cumulative cash dividends in the last three fiscal years are less than 30% of the average annual net profit, and the cumulative dividend amount is less than 50 million yuan. In terms of the GEM, taking into account the characteristics of different sectors and the differences between companies, the absolute value of the dividend amount will be lowered to 30 million yuan. At the same time, GEM companies with cumulative R&D investment accounting for more than 15% of cumulative operating income in the last three years or a cumulative R&D investment of more than 300 million yuan in the last three years can be exempted from ST. The amount of repurchase cancellation is included in the calculation of cash dividends.
The second is to promote listed companies to pay dividends multiple times a year. Listed companies are required to comprehensively consider factors such as undistributed profits and current performance to determine the frequency of cash dividends, and increase the frequency of dividends if conditions are met, so as to stabilize investors' dividend expectations. Further clarify the interim dividend benchmark and eliminate differences in understanding the requirements for financial statement audit.
Text/Beijing Youth Daily reporter Zhu Kaiyun
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