Recently, in order to thoroughly implement the spirit of the Central Financial Work Conference and the Several Opinions of the State Council on Strengthening Supervision and Preventing Risks and Promoting the High-quality Development of the Capital Market, the Beijing Stock Exchange (hereinafter referred to as the "Beijing Stock Exchange") has improved the institutional arrangements for public offering, listing and delisting, and revised the relevant supporting business rules.
Three situations may cause the "termination" of the road to listing on the Beijing Stock Exchange
The Beijing Stock Exchange has revised the "Public Issuance Review Rules", focusing on the following adjustments in the issuance review: the first is to improve the relevant provisions on the positioning of the Beijing Stock Exchange, the second is to strengthen the supervision of information disclosure, and the third is to optimize the review procedure requirements.
Analysts pointed out that the revision of the review rules of the Beijing Stock Exchange is very important for the industry to grasp the direction and scale of the Beijing Stock Exchange's review.
According to the reporter, the revision of the public review rules of the Beijing Stock Exchange mainly has "three highlights", one of which is strict supervision, "one check and remove", and "one supervision and removal". In the future, for projects that have been withdrawn after receiving on-site inspection and on-site supervision notices, or that have been rejected due to non-compliance with the conditions for issuance and listing, and thus have been terminated by the exchanges, the issuer will need to apply again after 6 months.
The second is to strengthen on-site supervision. The revision of the audit rules emphasizes on-site supervision as one of the main audit methods, and the Beijing Stock Exchange can initiate on-site supervision of sponsors and other intermediaries at any stage of application acceptance, review or post-meeting matters processing, as long as there are major doubts and cannot be explained. If the issuer and the intermediary obstruct on-site supervision and other measures, they may terminate the review and take disciplinary measures.
The third is to put the prevention of financial fraud and fraudulent issuance in a more prominent position. The issuer is required to ensure that the disclosure of relevant information accurately and truthfully reflects the company's operating ability, and the sponsor institution is required to make full use of methods such as capital flow verification, customer and supplier penetration verification, on-site verification and other methods to prevent financial fraud, and intermediaries and relevant entities may take measures not to accept the application documents for 3 years if they organize, instigate or cooperate with the issuer to engage in false records, misleading statements, obstruction of inspection, etc.
Enterprises, intermediaries, and exchanges are all responsible for strictly closing the entry point for listing review. By revising the issuance and listing review rules and implementing policy requirements, the Beijing Stock Exchange has emphasized the main responsibility of the Beijing Stock Exchange itself in reviewing and highlighting the main responsibility of the Beijing Stock Exchange, reflecting its determination to improve the quality of listed companies and protect the rights and interests of investors.
The relevant person in charge of the Beijing Stock Exchange said that in terms of information disclosure, the company itself is first required to "make it clear", the information disclosure should accurately and truly reflect the company's operating ability, and the "key minority" of the enterprise and the actual controller, major shareholders, directors, supervisors and senior executives should ensure that the information disclosure is true, accurate and complete.
Secondly, intermediaries are required to "check clearly", fulfill their "gatekeeper" responsibilities, insist on starting from the interests of investors, shoulder the responsibility of preventing fraud, and make full use of methods such as capital flow verification, customer and supplier penetration verification, and on-site verification to ensure financial authenticity.
Finally, the audit agency should put the prevention of fraud and fraudulent issuance in a more prominent position in the issuance review, improve the pertinence of the audit inquiry, increase on-site supervision, and submit on-site inspections to fully verify the authenticity of the finances.
In addition to the original circumstances, the Beijing Stock Exchange can make a decision to terminate the review in three situations: first, there are obvious flaws in the content of the information disclosure documents, which seriously affect the understanding of investors or the review of the Beijing Stock Exchange;
Market participants pointed out that the revised review rules also further clarified that issuers and sponsors should make special explanations and issue opinions on whether the declared enterprises are in line with the positioning of the Beijing Stock Exchange, highlighting that the Beijing Stock Exchange is very concerned about issues such as "plate positioning", "whether it is in line with national industrial policies" and "quality of information disclosure documents".
In terms of consolidating the responsibilities of intermediaries, the revised public issuance review rules of the Beijing Stock Exchange also put forward many measures: First, the recommendation declaration needs to be more responsible. If the issuance and listing application documents submitted by the sponsor are rejected twice within 12 months, no new issuance and listing application documents shall be submitted within 6 months.
The second is that verification needs to be more in-depth. Sponsors and securities service institutions should make full use of methods such as capital flow verification, customer and supplier penetrating verification, and on-site verification to ensure that the financial data is in line with the real business situation. The third is stricter accountability. If an intermediary organizes, instigates or cooperates with the issuer to engage in illegal acts in the course of business development, it may face business development restrictions ranging from 3 months to 3 years.
Market participants expect that in the future, the situation of intermediaries holding a fluke mentality to "break through the declaration" will be greatly reduced.
The delisting system is as strict as that of the Shanghai and Shenzhen stock exchanges, with only differences in individual indicators
The three exchanges in Shanghai, Shenzhen and North China have four sets of standards for delisting, namely trading, financial, regulatory and mandatory delisting for major violations. Judging from the rules of the Beijing Stock Exchange's public consultation, the Beijing Stock Exchange and the Shanghai and Shenzhen Stock Exchanges are basically the same in terms of major violations and normative mandatory delisting standards, but there are differences in individual indicators in the trading and financial categories.
The relevant person in charge of the Beijing Stock Exchange said that the above characteristics are mainly based on the characteristics of listed companies on the Beijing Stock Exchange, combined with the adaptation arrangement of market operation. For example, in terms of the standard of mandatory delisting of trading, the inspection period for stock trading is 60 trading days, which is longer than the 20 trading days of the two boards. The revenue index in the financial delisting index remained at 50 million yuan, mainly considering that the Beijing Stock Exchange is mainly small and medium-sized enterprises, and the average operating income has a certain gap with the two boards.
"The delisting standards of the Beijing Stock Exchange have been raised, which has a strong deterrent effect on enterprises with poor management and non-compliance, and the black sheep will be cleared out of the market, reflecting the determination and attitude of the Beijing Stock Exchange to improve the quality of listed companies. After the implementation of these requirements, it is believed that the company's operation on the Beijing Stock Exchange will become more and more standardized, and the overall quality will be better and better. The above-mentioned market participants said.
The Beijing Stock Exchange has set up a transition period arrangement for the adjusted delisting system, and the specific transition period arrangements are as follows: First, in the mandatory delisting standards for trading, the trading volume indicator is calculated from the effective date of the rules. The second is the standard for mandatory delisting of financial products, with the 2024 annual report as the first applicable year. Third, in the mandatory delisting criteria for major violations, the new regulations apply to those who have been notified in advance of administrative penalties after the new regulations take effect, and the fraudulent acts are retroactive from the 2021 annual periodic report.
Fourth, in the normative compulsory delisting standards, for those who have occupied funds before the issuance of the new regulations but the control has changed, and the current actual controller has no relationship with the capital occupier, the new regulations do not apply in order to avoid "occupation by predecessors and responsibility of future generations", and 2024 is the first year of review for non-standard audit opinions on internal control.
Market participants believe that after the adjustment of the delisting system, according to the transition period arrangement set by the Beijing Stock Exchange, there will be no sudden delisting of enterprises in the market due to the convergence of the old and new rules.
Beijing News Shell Financial Reporter Zhang Xiaochong
Edited by Qin Che
Proofread by Lucy
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