The Paper's reporter Tian Zhongfang
The main institutional rules of the Beijing Stock Exchange (hereinafter referred to as the "Beijing Stock Exchange") were officially released.
On the evening of October 30, the CSRC officially issued three regulations on listing, refinancing and continuous supervision of the Beijing Stock Exchange, as well as 11 related normative documents. At the same time, two regulations on the supervision of unlisted public companies have been revised, and two content and format guidelines for the targeted issuance of convertible bonds by listed companies have been formulated.
On September 3 and September 17 this year, the CSRC solicited opinions from the public on the above-mentioned regulations and normative documents respectively.
So, compared with the draft for comments, what changes have been made to the officially released system rules? Which recommendations were not taken into account? The surging news (www.thepaper.cn) reporter sorted out ten major points.
Key point 1: Further strengthen the awareness of compliance operation of issuers and their controlling shareholders, actual controllers, directors and supervisors
The CSRC pointed out that with regard to the conditions for issuance and listing, some opinions have suggested that in order to strengthen the awareness of compliance operations of relevant issuers, corresponding access conditions for issuance and listing should be set for issuers and their controlling shareholders, actual controllers, directors and supervisors who have major violations of laws and regulations, are filed for investigation, filed for investigation, publicly reprimanded, and included in the list of judgment defaulters.
The CSRC stated that the relevant recommendations were reasonable and had been adopted, and the relevant circumstances would be made as a listing condition for the Beijing Stock Exchange, and the listing rules of the Beijing Stock Exchange would make specific provisions.
On the evening of October 30, the Rules Governing the Listing of Stocks on the Beijing Stock Exchange (Trial Implementation) issued by the Beijing Stock Exchange showed that when an issuer of the Beijing Stock Exchange applies for a public offering and listing, the issuer and its controlling shareholder, actual controller, and director and supervisor must not have the following four circumstances:
First, in the past 36 months, the issuer and its controlling shareholder and actual controller have committed criminal offenses of embezzlement, bribery, misappropriation of property, misappropriation of property or disruption of the order of the socialist market economy, and there have been fraudulent issuance, major information disclosure violations, or other major illegal acts involving national security, public safety, ecological safety, production safety, public health and safety and other fields.
Second, in the past 12 months, issuers and their controlling shareholders, actual controllers, directors, supervisors and senior management personnel have been subject to administrative penalties by the China Securities Regulatory Commission and its dispatched agencies, or have been publicly reprimanded by self-regulatory agencies such as the National Stock Transfer Company and the Stock Exchange for violations of laws and regulations in the securities market.
Third, the issuer and its controlling shareholders, actual controllers, directors, supervisors and senior management personnel are being investigated by judicial organs for suspected crimes or are being investigated by the China Securities Regulatory Commission and its dispatched agencies for suspected violations of laws and regulations, and there is no clear conclusion.
Fourth, the issuer, its controlling shareholder and actual controller have been included in the list of judgment defaulters and the circumstances have not been eliminated.
Key point 2: Reserve institutional space for listed companies on the Beijing Stock Exchange to issue financing varieties other than ordinary shares, convertible bonds and preferred shares
In terms of continuous financing varieties, the CSRC said that it has opinions that institutional space should be reserved for other financing varieties other than ordinary shares, convertible bonds and preferred shares issued by listed companies on the Beijing Stock Exchange.
Therefore, compared with the Draft for Solicitation of Comments, Article 3 of the Administrative Measures for the Issuance and Registration of Securities by Listed Companies on the Beijing Stock Exchange (Trial Implementation) is amended to read: "Listed companies that issue securities may be publicly issued to unspecified qualified investors or to specific targets".
The original article 3 of the Draft for Comments reads: "Listed companies may publicly issue shares and corporate bonds that can be converted into shares to unspecified qualified investors, and may also issue shares and corporate bonds that can be converted into shares to specific targets." ”
Point 3: If it is clear that there is a default in the issued bonds, convertible bonds shall not be issued
In terms of the conditions for the issuance of convertible bonds, the CSRC pointed out that there are opinions that the negative conditions for the issuance of convertible bonds should be increased.
In this regard, the CSRC said that it has absorbed and adopted it, and if it is clear that the issued bonds are in default, or the use of the raised funds is changed in violation of the law and is not corrected, the convertible bonds shall not be issued.
Point 4: The specific types of equity incentive assessment indicators are not stipulated, so that the company can flexibly set the conditions for exercising rights
In terms of equity incentives, the CSRC pointed out that there are opinions that suggest that for incentive objects such as core personnel, it is not mandatory to set assessment indicators such as company performance and personal performance.
The CSRC said that after study, the relevant provisions were revised and the specific types of assessment indicators were not stipulated, so that the company could flexibly set the conditions for exercising its rights.
Article 21 of the Measures for the Continuous Supervision of Listed Companies on the Beijing Stock Exchange (Trial Implementation) stipulates that where a listed company implements equity incentives with the company's shares as the target, it shall set reasonable assessment indicators, which is conducive to promoting the sustainable development of the company.
Key point 5: Clarify that the chairman of the board of directors, managers, etc. are responsible for the timeliness and fairness of information disclosure
In terms of the management of information disclosure matters, the CSRC pointed out that there are opinions proposing to increase the registration and management requirements for insider information insiders, and clarify that the chairman of the board of directors, managers, etc. are responsible for the timeliness and fairness of information disclosure.
The CSRC said that the relevant opinions have been adopted after study and corresponding provisions have been added.
Point 6: The opinion that enterprises that are not listed on the New Third Board should not be adopted to directly apply for issuance and listing on the Beijing Stock Exchange
The CSRC said that with regard to the issuance and listing, in terms of the main body, there are opinions that suggest that enterprises that are not listed on the New Third Board be allowed to directly apply for issuance and listing on the Beijing Stock Exchange.
The CSRC believes that maintaining the "progressive" market structure of the basic layer and innovation layer of the New Third Board and the Beijing Stock Exchange, requiring the issuer to be an innovation layer company that has been listed on the New Third Board for 12 months, is conducive to giving full play to the demonstration and leading role and "feeding back" function of the Beijing Stock Exchange to the basic layer and innovation layer of the New Third Board. Therefore, the relevant opinions were not adopted.
Point 7: Loss-making enterprises are not allowed to issue convertible bonds
The CSRC pointed out that with regard to the conditions for the issuance of convertible bonds, it has been suggested that loss-making enterprises should be allowed to issue convertible bonds.
The CSRC said that considering that the Securities Law clearly requires the public issuance of corporate bonds, the average distributable profit in the last three years is sufficient to pay one year's interest on corporate bonds, so the relevant opinions have not been adopted.
Point 8: Independent directors are not required to express their opinions on the reasonableness of the company's continuous non-dividends
In terms of corporate governance, the CSRC pointed out that there are opinions, suggesting that the company be required to establish an audit committee and require independent directors to express opinions on the reasonableness of the company's continuous non-dividends.
The CSRC said that considering the development stage and growth law of innovative small and medium-sized enterprises, there is no mandatory requirement for the time being, and the follow-up assessment is improved according to the company's operating conditions.
Point 9: The self-issuance mechanism has not been abolished
The CSRC pointed out that in the process of soliciting opinions, there were opinions that the self-issuance mechanism should be abolished.
The CSRC said that the self-issuing mechanism can effectively reduce the financing costs of small and medium-sized enterprises, and the practical effect is good. As a result, the recommendations were not adopted.
Point 10: The opinion requiring the annual report of the Beijing Stock Exchange Company to be completed within three months from the date of the end of the fiscal year was not adopted
The SFC noted that there were comments proposing that the annual report be completed within three months from the date of the end of the fiscal year.
The SFC said it had not adopted the proposal in view of its inconsistencies with the provisions of the Securities Law.
Editor-in-Charge: Zheng Jingxin
Proofreader: Zhang Liangliang