Author丨Zhao Yunfan
Editor丨Wu Yanling
Figure source丨Figure worm
On April 12, the State Council issued the Several Opinions on Strengthening Supervision and Preventing Risks and Promoting the High-quality Development of the Capital Market (hereinafter referred to as the "New "National Nine Articles").
Based on the above opinions, on the same day, the China Securities Regulatory Commission (CSRC) issued the "Opinions on Strictly Implementing the Delisting System" (hereinafter referred to as the "Opinions on the Delisting System"), and proposed five measures, including strict implementation of mandatory delisting standards and gradual expansion of diversified exit channels.
Subsequently, the Shanghai Stock Exchange and the Shenzhen Stock Exchange simultaneously issued a draft of the new stock listing rules for comments, and revised and solicited opinions on the mandatory delisting standards including major violations and financial indicators.
Based on the details of the "strictest new rules for delisting", industry insiders expect that more listed companies will touch the red line of delisting in the future.
The standards for the four types of mandatory delisting have been tightened across the board
According to the draft of the new version of the stock listing rules of the main board of the Shanghai Stock Exchange, the Science and Technology Innovation Board, the main board of the Shenzhen Stock Exchange and the ChiNext Board, the four categories of mandatory delisting indicators for finance, major violations, regulation and trading have been revised and further improved.
In terms of major violations, the revisions include that the standard of "amount of fraud + proportion of fraud" is revised to three levels: one year, two years, three years and above.
Specifically: (1) the amount of false records in one year reaches more than 200 million yuan, and the proportion exceeds 30%;(2) the total amount of false records reaches more than 300 million yuan for two consecutive years, and the proportion exceeds 20%, and ;(3) there are false records for three consecutive years or more. The aforesaid false records include operating income, net profit, total profit and assets or liabilities in the balance sheet. Calculate the proportion of fraud in operating income, net profit and total profit, with the amount of the corresponding account disclosed as the denominator, and calculate the proportion of fraud in the assets and liabilities account in the balance sheet, with the disclosed net assets as the denominator.
Prior to this, in the August 2023 version of the delisting standards for major exchanges with major violations, it was stipulated that if the indicators including the operating income, net profit, total profit, and balance sheet of a listed company were falsely recorded for two consecutive years, and the amount of false records exceeded 500 million, and the total amount exceeded 50% of the total amount for two years or 50% at the end of the biennium, it will be deemed to constitute the delisting standard for mandatory delisting of major illegal categories.
In comparison, the period of fraud has been lowered to 1 year, and the amount has also dropped to 200 million.
In terms of normative delisting, the first is to add a new delisting indicator of "capital occupation". Including the controlling shareholder or the largest shareholder without actual controller, the capital occupation accounts for more than 30% of the absolute value of the audited net assets, or the amount exceeds 200 million yuan, and the correction is ordered within two months but not implemented.
The second is to add the delisting of non-standard audit opinions on internal control. The specific indicators are that if the internal control audit report is unable to express an opinion or negative opinion for two consecutive years, or the internal control audit report is not disclosed in accordance with the regulations, the company's shares will be subject to a delisting risk warning, and if the company's internal control audit report is not unqualified in the third year, the company's shares will be terminated from listing.
The third is the disorderly competition for control and delisting. That is, "the disorderly struggle for control of listed companies, resulting in investors being unable to obtain effective information about the company".
In terms of financial delisting, the main boards of the Shanghai and Shenzhen stock exchanges respectively changed the risk warning standard for the delisting of loss-making enterprises from the standard of "negative net profit + operating income less than 100 million yuan" to the operating income from the current standard of "less than 100 million yuan" to "less than 300 million yuan", and included "total profit" into the scope of loss, and the revised indicator is "the lower of total profit, net profit, and non-net profit is negative".
For the Shanghai Science and Technology Innovation Board and the Shenzhen Growth Enterprise Market, except for the operating income standard has not been adjusted, which is still "less than 100 million yuan", the other financial delisting standards are the same as those of the main boards of the two cities.
Finally, the conditions for delisting from the main board of the two cities have been revised from "the total daily closing market value of stocks on the Exchange for 20 consecutive trading days is less than 300 million yuan" to "the total daily closing market value of stocks on the Exchange for 20 consecutive trading days is less than 500 million yuan", but the GEM and B shares still maintain the standard of 300 million yuan.
More companies may hit the delisting red line
According to the above-mentioned Consultation Drafts, many A-share companies that were previously within the safety line may be directly exposed to the risk of delisting.
According to the reporter's statistics, according to Wind data, only from the perspective of financial indicators, in fiscal year 2022, there will be only 6 companies that have touched the red line of "net profit, deduction of non-net profit, whichever is lower or negative, and operating income is less than 100 million".
According to the newly adjusted delisting rules, the "total profit, net profit, and non-net profit" are negative, and the operating income is less than 300 million yuan, and the number of main board enterprises in the two cities has increased.
Judging from the financial reports that have been disclosed in 2023, there are already 9 main board companies that meet the financial delisting conditions mentioned in the new version of the consultation paper, while only 2 companies under the original standard.
In addition, from the perspective of market capitalization indicators, as of the close of trading on April 12, the current market value of the main board companies between 300 million and 500 million, including ST Meixun (600898.SH), delisted Poten (603603. SH), Xinhai Retreat (002089. SZ), *ST Civil Control (000416.SZ).
The delisting system continues to be reformed gradually
It is worth noting that the overall requirements of the new "National Nine Articles" issued at the earliest on the same day clarified the main purpose of the requirements for deepening the reform of the delisting system within the day.
The new "National Nine Articles" point out that the reform of the delisting system should be deepened, and the formation of a normalized delisting pattern should be withdrawn and cleared in a timely manner. Further tighten the criteria for mandatory delisting. Establish and improve the differentiated delisting standard system for different sectors. Scientifically set up the scope of application for major illegal delisting. Tighten financial delisting indicators. Improve market capitalization standards and other trading delisting indicators. Intensify the implementation of standardized delisting.
At the same time, we will further smooth diversified delisting channels. Improve policies and regulations such as absorption and merger, and encourage and guide leading companies to increase the integration of listed companies in the industrial chain based on their main business. Further reduction in the value of "shell" resources. Strengthen the supervision of mergers and acquisitions, strengthen the relevance of the main business, strictly control the quality of injected assets, increase the supervision of "backdoor listing", and accurately crack down on all kinds of illegal "shell" behaviors.
The new "National Nine Articles" also pointed out that it is necessary to further strengthen the supervision of delisting. Strictly enforce delisting, and severely crack down on financial fraud, market manipulation and other illegal acts that maliciously circumvent delisting. Improve the investor compensation and relief mechanism in the process of delisting, and the controlling shareholders, actual controllers, directors and senior executives who are responsible for major illegal delisting shall compensate investors for losses in accordance with the law.
In fact, in recent years, with the continuous advancement of the registration-based reform, the China Securities Regulatory Commission (CSRC) and the Shanghai and Shenzhen Stock Exchanges have repeatedly improved and revised the rules for the delisting system.
In December 2020, the Shanghai and Shenzhen Stock Exchanges respectively issued the revised Stock Listing Rules, the Implementation Measures for the Re-listing of Delisted Companies, and the Administrative Measures for Stock Trading on the Risk Alert Board, further improving and optimizing the delisting indicators, delisting process, risk warnings and other arrangements.
In February 2023, with the introduction of the comprehensive registration system, the two stock exchanges revised and consolidated the new delisting rules, and integrated the relevant rules into a unified Stock Listing Rules. In August 2023, in order to further strengthen and refine the supervision of delisting, the two stock exchanges revised and issued the Stock Listing Rules (Revised in August 2023).
In addition, the two cities have also issued self-discipline guidelines for various listed companies on a number of occasions to guide listed companies to standardize their governance and consolidate their information disclosure obligations related to risk warnings.
In March this year, the China Securities Regulatory Commission (CSRC) also issued four policy documents, including the "Opinions on Strictly Controlling the Access to Issuance and Listing and Improving the Quality of Listed Companies from the Source (Trial)" and "Opinions on Strengthening the Supervision of Listed Companies (Trial)", to further improve the advance and retreat of listed companies guided by the rules.
The long-term gradual reform of the delisting system has gradually accelerated the pace of "retreating as much as possible" of listed companies in the two cities.
On April 10, the China Securities Regulatory Commission (CSRC) pointed out in its announcement of the construction of a rule of law government in 2023 that targeted improvements should be made to strengthen daily supervision. Strictly abide by the red line of the bottom line of registration, and take measures such as key inquiries, on-site inspections, and manuscript verification for enterprises with weak financial foundations, doubts about authenticity, and major violations of laws and regulations. Accelerate the normalization of delisting.
The aforementioned report pointed out that a total of 47 companies will be delisted in 2023, of which 44 will be forcibly delisted. In the three years since the delisting reform, the number of forced delistings has exceeded the total number of delistings before the reform.
SFC
Editor: Liu Xueying, intern: Dong Danlin
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