21st Century Business Herald reporter Cui Wenjing reported from Beijing
The new rules for listing counseling exclusive to the Beijing Stock Exchange have been released.
On the evening of April 30, the China Securities Regulatory Commission issued the "Guidelines for the Application of Regulatory Rules - Beijing Stock Exchange No. 1: Regulatory Guidelines for Companies Listed on the National Equities Exchange and Quotations to Apply for Issuance and Listing on the Beijing Stock Exchange" (hereinafter referred to as the "Beijing Stock Exchange Guidance Guidelines").
Previously, the listing guidance of the Beijing Stock Exchange was implemented with reference to the "Regulatory Provisions on Initial Public Offering and Listing Counseling" (hereinafter referred to as the "Counseling Regulatory Provisions") of the Shanghai and Shenzhen Stock Exchanges. The promulgation of the "Beijing Stock Exchange Counseling Guidelines" means that the Beijing Stock Exchange has its own listing guidance specifications, which combine the characteristics of companies listed on the New Third Board and make a series of targeted adjustments to the listing guidance requirements.
Compared with the "Counseling Regulatory Regulations", the adjusted "Beijing Stock Exchange Counseling Guidelines" provides a number of facilitation measures.
This includes allowing enterprises that meet the requirements of "being listed on the New Third Board for 12 consecutive months" and "directors, supervisors, senior executives, shareholders holding more than 5% of the shares, and actual controllers not being punished by supervision during the reporting period", and shortening the counseling period to less than 3 months;At the same time, the "Guidance Guidelines of the Beijing Stock Exchange" also strengthens supervision in some aspects, such as strengthening the linkage between counseling supervision and continuous supervision, further consolidating the "gatekeeper" responsibility of intermediaries, and focusing on the reputation of the "key minority".
Three packs
Compared with initial public offerings (IPOs), SMEs listed on the Beijing Stock Exchange in a "step-by-step" manner have been included in the scope of continuous supervision by the China Securities Regulatory Bureau and the National Equities Exchange and Quotations System long before submitting their listing applications. Therefore, it is important to develop a listing guidance guide for the Beijing Stock Exchange.
On the evening of April 30, the "Beijing Stock Exchange Counseling Guidelines" was released, and since then, the Beijing Stock Exchange has ushered in exclusive listing guidance specifications for companies to be listed.
Compared with the previously applicable "Counseling Regulatory Regulations", the "Beijing Stock Exchange Counseling Guidelines" prescribes a number of favorable measures to help enterprises shorten the time to market and reduce costs, among which the "three gift packages" are particularly worth paying attention to.
Package 1: The counseling period for companies that meet both requirements can be less than three months.One of the requirements is "as of the time of submission of guidance and acceptance materials, the company has been listed on the New Third Board for 12 consecutive months (including the re-listed company that has been listed for 12 consecutive months before delisting)", and the second requirement is that "the company and its directors, supervisors, senior managers, shareholders holding more than 5% of the shares and the actual controller (or their legal representative) have not been disciplined, have not been subject to regulatory measures or administrative penalties by the CSRC during the reporting period".
In the opinion of the interviewed insurance agent, this provision can be described as killing three birds with one stone: on the one hand, there are many enterprises that meet this requirement, and many enterprises will benefit from it, and the cost of listing of enterprises will be reduced; on the other hand, the cost of investment bank listing counseling will be reduced, and the cost performance of the sponsorship business of the Beijing Stock Exchange will be improved; at the same time, this provision means that the listing time of the Beijing Stock Exchange will be shortened, and the attractiveness of the Beijing Stock Exchange will be enhanced.
Package 2: If the listed company has received on-site inspection in the past 24 months, it may not be stationed at the site in principle during the counseling and supervision process, and the materials obtained in the early on-site inspection process can be cited in the counseling supervision report."This regulation is aimed at saving costs and improving the efficiency of IPOs. Since the current on-site inspection ratio of the Shanghai and Shenzhen Stock Exchanges is not less than 1/3, the Beijing Stock Exchange allows companies that meet the requirements not to be stationed in the process of counseling and supervision, which will further enhance the attractiveness of the Beijing Stock Exchange's listing. The interviewed insurance agent said bluntly.
According to the interview, since the "827 New Deal" last year, many companies planning to IPO on the Shanghai and Shenzhen stock exchanges have been persuaded to withdraw, and many of them have been advised to transfer to the Beijing Stock Exchange. Now, the Beijing Stock Exchange has issued measures to reduce the burden of enterprise listing, which will help promote enterprises that are hesitant to choose to go north whether to transfer to the Beijing Stock Exchange.
However, this provision is mainly for companies that have been listed on the New Third Board for 24 months, and is not attractive to companies that have not yet decided whether to choose the Beijing Stock Exchange.
Package 3: According to the regulations, the CSRC can organize relevant personnel to participate in the securities market knowledge test on a regular or irregular basis according to the actual needs of the listed company.The "Beijing Stock Exchange Guidance Guidelines" clearly states that relevant personnel who have participated in the training of the secretary of the board of directors or independent directors of the Beijing Stock Exchange and obtained relevant certifications, or have passed the securities market knowledge test of the Beijing Stock Exchange within the last year, can be exempted from participating in the test.
Three reinforcements
It is worth noting that although the "Beijing Stock Exchange Guidance Guidelines" have issued a number of listing convenience packages for IPO companies, this does not mean that the review supervision is relaxed, but rather combines the characteristics of the Beijing Stock Exchange and the New Third Board listed companies to formulate more targeted "leniency and severity" measures.
Compared with the "Counseling Supervision Provisions", the adjusted "Counseling Guidelines of the Beijing Stock Exchange" also strengthens a number of contents.
First of all, strengthen the linkage between counseling supervision and continuous supervision.Give full play to the advantages of the whole chain of supervision of the New Third Board and the Beijing Stock Exchange, establish a regulatory information sharing mechanism between the nodes of listing review, daily supervision, counseling supervision and listing review, clarify that the national stock transfer system and the China Securities Regulatory Bureau should establish a communication and docking mechanism, and refine the regulatory information notification requirements between the two. At the same time, it clarifies the content requirements of the CSRC's counseling and supervision report, emphasizing that the Beijing Stock Exchange should pay attention to the content of the counseling and supervision report in the review, and do a good job in the connection between the counseling link and the review and registration link.
Second, strengthen the "gatekeeper" responsibility of intermediaries.Give full play to the advantages of full-chain supervision, strengthen the supervision and inspection of sponsors, etc., and consolidate the responsibilities of intermediaries. At the same time, the sponsor is required to verify the rectification of the problems found in the previous on-site inspection, whether there have been major changes between the company's last on-site inspection and the completion of the counseling work, and express clear opinions, so as to urge it to perform its duties and responsibilities in a solid manner.
Third, strengthen the integrity and compliance of the "key minority".。 The CSRC focuses on the reputation of the "key minority" and reflects it in the counseling supervision report. In addition, the pertinence of the "key minority" compliance knowledge test will be enhanced, and the specific arrangements for the securities market knowledge test will be further refined, and it will be clarified that the content of the securities market knowledge test directly related to the Beijing Stock Exchange shall not be less than 20%.
It is worth noting that the reputation of the "key minority" word-of-mouth has been the focus of supervision since the beginning of this year. The "Regulatory Provisions on Counseling for Initial Public Offerings and Listings" issued on March 15 clearly establishes a word-of-mouth reputation system, requiring counseling institutions to submit a word-of-mouth reputation statement of the relevant counseling objects, their actual controllers, directors, supervisors and senior executives as an important reference for follow-up links.
In addition to the obvious violations of laws and regulations, there are three main points that deserve special attention.
Point 1: Ordinary employees, creditors, shareholders holding less than 5% of the shares, major customers, major suppliers, relevant government departments, etc., will be included in the scope of word-of-mouth reputation reporting.
This means that the behavior of the company to be listed and its actual controllers, directors, supervisors and senior executives will be subject to all-round supervision, and once a problem arises, it is easier to be discovered, and the key minority must further regulate their own behavior.
Point 2: If the actual controller has major personal debts and major external guarantees that are not related to the production and operation of the enterprise, and it may be difficult to perform the contract normally, it will also be included in the scope of word-of-mouth reputation reporting. This will force the actual controller of the enterprise to be more cautious when providing external guarantees, thereby reducing the risks brought to the enterprise by improper guarantees.
Point 3: If the actual controller violates social morality and causes a serious adverse social impact or serious negative public opinion, it is also necessary to report to the acceptance agency. This provision will urge the actual controller to abide by public morality, strengthen the construction of moral character, and maintain a good personal image.
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