The third report in the series of “Investment Education Lecture Hall: Comprehensive Registration System, Reform to the Future”
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“Fortune Face to Face”——Investor Education Lecture Hall.Recently, the China Securities Regulatory Commission and the Tianjin Securities Regulatory Bureau haveWith the theme of “comprehensive registration system, reform to the future”, the comprehensive registration system and315 special activities for investor education. The Tianjin Securities Regulatory Bureau organized professional cadres and practitioners to introduce and interpret the rules of the registration system for investors and remind investors of investment risks.
Today is the third column,we are hereBohai Securities Investor Education Base Han Meng, to introduce the highlights and core content of the comprehensive registration system reform. Hello,Han Meng.
Hello, listeners.
Moderator: First of all, please briefly introduce the highlights of this comprehensive registration system reform to the audience.
Han Meng:The reform of the comprehensive registration system presents four highlights:From the perspective of motherboard positioning, focus on“Large-cap blue chips” develop in a dislocation with other sectors. The Main Board serves large and mature enterprises, the Science and Technology Innovation Board serves “hard technology” enterprises, the Growth Enterprise Market focuses on growth-oriented innovative and entrepreneurial enterprises, and the Beijing Stock Exchange is dedicated to specializing in small and medium-sized enterprises, which is conducive to deepening the multi-level capital market. From the perspective of issuance standards, the indicators are diversified, the process is simpler, and the listing threshold is higher than other sectors. At the level of listing standards, a new market value indicator is added, and one of the three main board listing standards is selected. The overall condition is financial indicators or “market value + finance”. At the registration level, the China Securities Regulatory Commission will make a decision on whether to approve the issuer’s registration application within 20 working days, improving the efficiency and predictability of reviewing registration. At the level of listing threshold, the main board > Science and Technology Innovation Board = ChiNext > Beijing Stock Exchange. Measured by market capitalization indicators, the listing threshold for the main board is the highest at 5 billion yuan; the listing threshold for the Beijing Stock Exchange is as low as 200 million yuan; and the listing threshold for the Science and Technology Innovation Board and the Growth Enterprise Market is 1 billion yuan. From the perspective of transaction mechanism, it is more market-oriented and convenient. The improvement of the main board trading system is reflected in 1) there is no price limit for 5 trading days before listing; 2) a temporary suspension system is added; 3) new shares can be included in the target of margin financing and securities lending on the first day of listing. From the perspective of the regulatory mechanism, accelerate the formation of a normalized delisting mechanism, combine decentralization and management, and further promote the construction of intermediary agencies’ clean practice, so as to ensure the authenticity, accuracy and completeness of information disclosure. At the level of information disclosure, fully disclose the business development process and model maturity, and disclose the stability of operations and industry status.
Moderator: in fullregistration systemAfter the implementation of the reform, how will the China Securities Regulatory Commission and the stock exchange carry out the division of labor?
Han Meng:The registration system implements a review and registration structure in which the two links of exchange review and CSRC registration have their own emphasis and are connected with each other.full registration systemafter the reformthe Shanghai and Shenzhen main board marketsThe review procedures for IPO, refinancing, mergers and acquisitions will be changed from the previous“The SFCIssuance Examination Committee“At oncemove toup“exchange“At the level, the issuance and listing conditions on the main board market have been further optimized.The exchange undertakeswriteComprehensive review and judgment of enterprisesimportant responsibility of.First,Is it eligible for issuance;second,Is it eligible for listing;third,whethersatisfyInformation Disclosure Requirements,andfinallyForm the “review opinion”.review processThe Securities Regulatory Commission strictly controls.exchangeDiscover“Project under review“If it involves major sensitive matters, major unprecedented situations, major public opinion, or clues to major violations, it shall promptly report to the CSRC for instructions. The China Securities Regulatory Commission checks whether the issuer complies with the national industrial policy and sector positioning.full registration systemreform,WillResponsibilities of exchanges and SFCcarried out effectivelyDivision of labor, further improvement“Regulation and Enforcement“,improve“Audit registration“s efficiency and predictability. At the same time, strengthen the supervision and guidance of the China Securities Regulatory Commission on the audit work of exchanges, and effectively control the entrance of the capital market.
host:Pipeline isThis comprehensiveWhat should be included in the reform of the registration systemthen briefly introduce to investors, after the full implementation of the registration system, what new measures have been taken in terms of combining decentralization and regulation?
Han Meng:The combination of decentralization and management is an integral part of the reform of the registration system. The general idea is to strengthen the supervision of the whole process before and after the event,While “releasing”, increase the intensity of “management”, urge all market players to return to their positions and perform their duties, and create a good market ecology. At the front end, stick to the positioning of the sector, consolidate the responsibilities of issuers, intermediaries, exchanges and other levels, strictly review and strictly control the quality of listed companies. The implementation of the registration system does not mean relaxation of quality requirements. On-site inspections, on-site supervision and other means will be made good use of, and the principle of “responsibility is assumed upon declaration”. Measures such as issuance and listing, cancellation of issuance registration, etc. At the same time, scientifically and rationally maintain the normalization of new share issuance, maintain the dynamic balance of investment and financing, and promote the coordinated development of the primary and secondary markets. In the middle end, strengthen the linkage between issuance supervision and continuous supervision of listed companies, and standardize the governance of listed companies. Strengthen the supervision of information disclosure of listed companies, and further tighten the information disclosure responsibilities of listed companies, shareholders and related parties. Unblock multiple exit channels such as compulsory delisting, voluntary delisting, mergers and acquisitions, bankruptcy reorganization, etc., and promote the survival of the fittest among listed companies. Strictly implement the delisting system, strengthen delisting supervision, and improve the major delisting risk disposal mechanism. At the back end, maintain a high-pressure situation of “zero tolerance” law enforcement. We will implement the “Opinions on Strictly Cracking Down on Illegal Securities Activities in accordance with the Law”, establish and improve the law enforcement and judicial system and mechanism to strictly crack down on illegal securities activities, severely crack down on serious illegal activities such as fraudulent issuance and financial fraud, and seriously investigate issuers, intermediaries and related personnel Responsibility, form a strong deterrent. At the same time, the China Securities Regulatory Commission will also accelerate the transformation of supervision, promote the construction of scientific and technological supervision, and effectively improve the supervision capacity.In short, the implementation of the registration system is not“Whoever wants to post it” does not mean improving the convenience of investment and financing by lowering quality requirements. Under the comprehensive registration system, the issuance and listing of enterprises will not be “let go” in terms of quality, nor will they be “overwhelmed” in terms of quantity. 】
Moderator: In this comprehensive registration system reform, investors are more concerned about the changes in the trading system. Let investors briefly introduce the important changes in the trading system after the comprehensive registration system?
Han Meng:This comprehensive implementation of the registration system reform fully draws on the relevant experience of the previous Science and Technology Innovation Board and the Growth Enterprise Market, and the most important thing in this reform is the Shanghai and Shenzhen Main Boards. After the reform, the main board highlights the blue-chip characteristics of the market, focusing on supporting high-quality enterprises with mature business models, stable operating performance, large scale, and industry representativeness, and mainly serving large-scale enterprises in the mature stage. At the same time, set up diversified and inclusive listing conditions accordingly, and distance yourself from the Science and Technology Innovation Board and the Growth Enterprise Market. The main board trading system, which investors are very concerned about, will also be reformed in a more market-oriented and convenient manner.The main measures for the reform of the main board trading system this time include: First, before the listing of new sharesThere is no price limit for 5 trading days. The second is to optimize the intraday temporary suspension system. The third is that new shares can be included in the subject of margin financing and securities lending on the first day of listing, optimize the refinancing mechanism, and expand the scope of securities lending and securities lending sources. What needs to be explained to everyone is that this reform proceeds from the reality of the main board, and no adjustments have been made to the two systems. First, starting from the sixth trading day of the IPO listing, the daily price limit will remain unchanged at 10%. The second is to maintain the current investor suitability requirements of the main board unchanged, and there are no restrictions on investors’ assets and investment experience. Here, investors are reminded that after the reform of the main board, the issuance and listing conditions have become more inclusive, and the issuance pricing and trading systems have also changed. I hope that everyone can fully understand these system changes and risk points, and make prudent investment decisions.
Moderator: You just mentioned the reform of the comprehensive registration system. The main board highlights the characteristics of blue chips in the market. Can you briefly introduce it to investors?
Han Meng:The top priority of this reform is the main boards of the Shanghai Stock Exchange and the Shenzhen Stock Exchange.go throughAfter more than 30 years of reform and development, my country’s stock exchange market has gradually expanded from a single sector to multiple levels, and a market structure of dislocation development and complementary functions has basically taken shape. Based on this reality, after the reform, the main board should highlight the blue-chip characteristics of the large market, and focus on supporting high-quality enterprises with mature business models, stable operating performance, large scale, and representative industries. Correspondingly, set diversified and inclusive listing conditions, and distance yourself from the Science and Technology Innovation Board and the Growth Enterprise Market. After the reform of the main board, the multi-level capital market system will be clearer, covering basically different industries, different types, and different growth stages of enterprises. The main board mainly serves large-scale enterprises in the mature stage. The Science and Technology Innovation Board highlights the characteristics of “hard technology” and plays the role of “experimental field” for capital market reform. The GEM mainly serves growth-oriented innovative and entrepreneurial enterprises. CBEX and the National Equities Exchange and Quotations jointly create a position for serving innovative small and medium-sized enterprise owners.
Moderator: IPO subscriptions have always been a concern of investors, so under the comprehensive registration system, what changes have been made to the overall IPO inquiry and pricing mechanism? Which subscription and placement mechanisms and constraint arrangements have been optimized?
Han Meng:The following changes have been made in terms of the price inquiry and pricing mechanism for new shares. First, allow each sector to adopt a direct pricing method and restrict the upper limit of pricing. Second, if the pricing method is clearly adopted, inquiries should be made to professional institutional investors such as securities companies, fund management companies, and futures companies; for listing on the main board, inquiries should also be made to other legal persons, organizations, and individual investors. Third, for projects that require price inquiry, the lead underwriter shall provide investment value research reports to offline investors.Fourth, offline investors who participate in price inquiry are allowed to fill in different proposed subscription prices for the allotment objects under their management, not exceeding3, the price difference does not exceed 20%. Fifth, it is clear that the proportion of elimination of the highest quotation shall not exceed 3%. Sixth, improve the disclosure of price inquiry and pricing information, including the median and weighted average of offline investor quotations after excluding the highest quotation, and public offering funds, social security funds, pensions, annuity funds, insurance funds, The median and weighted average (“four values”) of qualified foreign investors’ fund quotations, etc. Seventh, if the pricing exceeds the lower of the above-mentioned “four values” or the overseas market price, if the price-earnings ratio corresponding to the pricing exceeds the average price-earnings ratio of listed companies in the same industry in the secondary market, and if the issuer has not yet made a profit, a special announcement on investment risks will be issued before the purchase , no need to delay the purchase.
In this comprehensive registration-based reform, the following subscription and allocation mechanisms have been optimized.First, the unit for online investors to subscribe for new shares is500 shares/lot, and the corresponding market value requirement for each subscription unit is adjusted to 5,000 yuan. Second, follow the provisions of the “Administrative Measures for Securities Issuance and Underwriting”, clarify the initial offline issuance ratio, moderately reduce the online and offline clawback ratio of the main board when the online subscription multiple is high, and arrange offline issuance to public funds and social security funds , Pensions, annuity funds, insurance funds, and qualified foreign investor funds are given priority in allotment. Third, it is clarified that the issuer and the lead underwriter can adopt a lottery or proportional sales restriction method for offline issuance, and arrange a certain number of stocks to set a sales restriction period of no less than 6 months. Fourth, according to the difference in the number of issuances, optimize the arrangement of the scale of strategic allotment and the number of participating investors. Fifth, it is clarified that the relevant subsidiaries of the main board project sponsor will not follow the investment; the Science and Technology Innovation Board and the Growth Enterprise Market will implement differentiated arrangements and continue to maintain the current system. Sixth, cancel the brokerage commission arrangement for the placement of new shares on the Science and Technology Innovation Board. Seventh, improve the over-allotment option mechanism. The lead underwriter can buy stocks in the form of bidding transactions, and the purchase price must not exceed the issue price. At the same time, if you declare at the opening call auction stage, the purchase price must not exceed the previous closing price shown in the real-time market; if you declare at the closing call auction stage, the purchase price must not exceed the latest transaction price in the continuous auction stage of the day (Shanghai stock market) / The latest transaction price (Shenzhen). In addition, improve the response mechanism in case of major market changes, allowing issuers and lead underwriters to require offline investors to pay a certain amount of margin; placement.
goodbye.
Today’s “Securities Today” program is coming to an end here,Thanks for listening.
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