Reporter Yang Yi reported that on February 1st, the comprehensive implementation of the stock issuance registration system reform was officially launched. The reporter learned from the China Securities Regulatory Commission that recently, the Central Committee of the Communist Party of China and the State Council approved the "Overall Implementation Plan for the Comprehensive Implementation of the Stock Issuance Registration System" (hereinafter referred to as the "Overall Plan"). To ensure the implementation of the "Overall Plan", on February 1st, the China Securities Regulatory Commission publicly solicited opinions from the society on the draft of major institutional rules related to the comprehensive implementation of the stock issuance registration system, such as the "Measures for the Administration of Initial Public Offering Stock Registration".
n July 22, 2019, the first batch of companies on the Science and Technology Innovation Board were listed for trading. Afterwards, the Central Committee of the Communist Party of China and the State Council decided to promote the reform of the Shenzhen Stock Exchange (hereinafter referred to as the "Shenzhen Stock Exchange") Growth Enterprise Market and pilot the registration system, which was officially implemented on August 24, 2020. On November 15, 2021, the Beijing Stock Exchange (hereinafter referred to as the "Beijing Stock Exchange") was unveiled and opened, simultaneously piloting the registration system. Overall, after four years of pilot projects, all parties in the market have generally recognized the basic structure and institutional rules of the registration system. The functional role of the capital market in serving the real economy, especially scientific and technological innovation, has significantly improved. Significant breakthroughs have been made in the construction of the rule of law, and issuers and intermediary institutions have gradually strengthened their awareness of compliance and integrity. The mechanism for the survival of the fittest in the market has become more perfect, and the market structure and ecology have been significantly optimized, providing conditions for promotion to the entire market.
Non intervention, zero tolerance, adhering to the direction of market-oriented and legalized reform, adhering to the principles of respecting the basic connotation of the registration system, drawing on global best practices, reflecting Chinese characteristics and development stage characteristics, highlighting the essence of the registration system reform of giving the right to choose to the market, strengthening supervision simultaneously, promoting a package of reforms, improving the functions of the capital market, increasing the proportion of direct financing, and better promoting high-quality economic development. The main symbol of the comprehensive implementation of the stock issuance registration system is that the institutional arrangements are basically finalized, covering national securities trading venues, and covering various types of public issuance of stocks. In terms of reform ideas, we should grasp the principles of "one unity" and "three overall plans". One unified "refers to the arrangement of a unified registration system and its comprehensive implementation in various market segments of national securities trading venues. The "Three Coordinates": Firstly, to coordinate and improve the multi-level capital market system. The second is to comprehensively promote the reform of basic systems. The third is to coordinate and strengthen the self construction of the China Securities Regulatory Commission.
This reform will summarize the experience of pilot registration systems, promote systems that have been proven effective in practice, and further improve the arrangement of registration systems. One is to optimize the registration process. Adhere to the basic framework of exchange review and China Securities Regulatory Commission registration with different focuses and connections. Further strengthen the main responsibility of the exchange for the review of issuance and listing, and conduct a comprehensive review of whether the enterprise meets the issuance conditions, listing conditions, and information disclosure requirements. The China Securities Regulatory Commission shall make a decision on whether to agree to registration based on the review opinions of the exchange in accordance with the law. The second is a unified registration system. Integrate the pilot registration system rules of the Shanghai Stock Exchange and Shenzhen Stock Exchange, and formulate unified management measures for the registration of initial public offering stocks and listed company securities issuance. The registration system rules of the Beijing Stock Exchange are consistent with the overall registration system rules of the Shanghai Stock Exchange and Shenzhen Stock Exchange. The exchange shall formulate and revise the unified business rules for stock issuance and listing review. The third is to improve the supervision and balance mechanism. The China Securities Regulatory Commission strengthens the overall coordination, supervision and assessment of the audit work of the exchange, and urges the exchange to improve the quality of the audit. Reform and improve the composition, tenure, responsibilities, and rules of procedure of the Shanghai Municipal Committee and the Reorganization Committee (hereinafter referred to as the "Two Committees"), raise higher requirements for political quality, professional background, and professional ethics, increase the proportion of full-time personnel, strengthen disciplinary constraints, and effectively play the crucial role of the "Two Committees". In addition, the National Equities Transfer System for Small and Medium Enterprises (hereinafter referred to as the "National Equities Transfer System") is implementing a registration system simultaneously, and the relevant arrangements are generally consistent with the exchange. Among them, for joint-stock companies with less than 200 shareholders who apply for listing on the National Equities Exchange System, or for companies listed on the National Equities Exchange System that do not have more than 200 shareholders after targeted issuance of stocks, the National Equities Exchange System Co., Ltd. (hereinafter referred to as the "National Equities Exchange Company") will be exempted from registration by the China Securities Regulatory Commission (currently exempted from approval) after approval.
The essence of registration system reform is to hand over the right of choice to the market, strengthen market constraints and legal constraints. Ultimately, it is an adjustment of the relationship between the government and the market. Compared with the approval system, it not only involves changes in the audit subject, but more importantly, it fully implements the concept of information disclosure as the core, making the entire process of issuance and listing more standardized, transparent, and predictable. One is to significantly optimize the conditions for issuance and listing. The registration system only retains the necessary qualifications and compliance conditions for enterprises to publicly issue stocks, and converts the substantive threshold under the approval system into information disclosure requirements as much as possible. Regulatory authorities no longer make judgments on the investment value of enterprises. The second is to effectively ensure the quality of information disclosure. Implementing a registration system does not necessarily mean relaxing quality requirements and stricter audit controls. The audit work is mainly carried out through inquiries, urging the issuer to truthfully, accurately, and completely disclose information. At the same time, multiple methods such as multi factor verification, on-site supervision, on-site inspection, complaint and reporting verification, and regulatory enforcement are comprehensively utilized to strengthen the primary responsibility of issuers for information disclosure and the "gatekeeper" responsibility of intermediary institutions. The third is to persist in opening doors and conducting audits. The standards, procedures, content, process, and results of registration review are all publicly available to society, and the entire process of public power operation is transparent, strictly balanced, and subject to social supervision, which is fundamentally different from the approval system.
The top priority of this reform is the main boards of the Shanghai Stock Exchange and Shenzhen Stock Exchange. After more than 30 years of reform and development, China's stock exchange market has gradually expanded from a single sector to multiple levels, and a market pattern of staggered development and complementary functions has basically formed. Based on this reality, after the reform, the motherboard should highlight the blue chip characteristics of the large market, and focus on supporting high-quality enterprises with mature business models, stable business performance, large scale, and industry representation. Correspondingly, establish diversified and inclusive listing conditions and distance oneself from the Science and Technology Innovation Board and the Growth Enterprise Board. After the reform of the main board, the multi-level capital market system will become clearer, covering enterprises in different industries, types, and growth stages. The motherboard mainly serves mature large enterprises. The Science and Technology Innovation Board highlights the characteristics of "hard technology" and plays the role of "experimental field" in capital market reform. The ChiNext board mainly serves growth oriented innovation and entrepreneurship enterprises. The Beijing Stock Exchange and the National Equities Exchange System jointly create the main battlefield for serving innovative small and medium-sized enterprises.
This reform will further improve the basic system of the capital market. Mainly including: improving the issuance and underwriting system, constraining irrational pricing; Improve the trading system, optimize the mechanisms for margin trading, securities lending, and refinancing; Improve the independent director system of listed companies; Establish a normalized delisting mechanism and facilitate diversified exit channels; Accelerate investment side reform and introduce more medium to long-term funds. At the same time, we support the exploration and improvement of basic systems that are more in line with the characteristics of small and medium-sized enterprises in the national stock transfer system.
The reform of the registration system is a combination of decentralization and management. The China Securities Regulatory Commission will fully consider the current situation of insufficient development of China's capital market, high proportion of small and medium-sized investors, and imperfect integrity environment, and increase the supervision of all aspects of the entire issuance and listing chain. Adhere to the principle of "declaration is responsibility" and consolidate the responsibilities of the issuer and actual controller. Urge intermediary agencies to return to their positions and fulfill their responsibilities, and strengthen capacity building. Strengthen the linkage between issuance supervision and continuous supervision of listed companies, and standardize the governance of listed companies. Strictly crack down on illegal and irregular activities such as fraudulent issuance and financial fraud with a "zero tolerance" attitude, and effectively protect the legitimate rights and interests of investors.
The reform of the registration system is a profound transformation involving regulatory concepts, systems, and methods. The China Securities Regulatory Commission (CSRC) will prioritize political construction, take a clear stance on politics, actively adapt to new situations and tasks, deepen the reform of "delegating power to management and serving the government", accelerate regulatory transformation, shift the focus of work to overall coordination, rulemaking, supervision and inspection, order management, and environmental creation, effectively improve regulatory capabilities, and strengthen supervision during and after the event.
The China Securities Regulatory Commission attaches great importance to preventing anti-corruption risks under the registration system. Establish and improve a supervision and restraint mechanism covering the entire process of issuance, listing, refinancing, mergers and acquisitions, delisting, regulatory enforcement, and other aspects. Strengthen the prevention and control of integrity risks for personnel in key positions, and strengthen the supervision of industry integrity practices. The Discipline Inspection and Supervision Group of the Central Commission for Discipline Inspection and the National Supervisory Commission stationed at the China Securities Regulatory Commission implements on-site supervision on the Shanghai and Shenzhen Stock Exchanges, and has zero tolerance for corruption in the capital market field. We promote the principle of not daring to corrupt, not being corrupt, and not wanting to corrupt, and persist in upholding integrity and discipline, effectively forming a strict atmosphere.
The institutional rules for this public solicitation of opinions include the "Administrative Measures for the Registration of Initial Public Offerings of Stocks" and other regulatory documents issued by the China Securities Regulatory Commission, covering registration arrangements, recommendation underwriting, mergers and acquisitions, and other aspects. The Shanghai and Shenzhen Stock Exchanges, National Equities Exchange Corporation (Beijing Stock Exchange), China Securities Depository and Clearing Corporation, China Securities Finance, and others have simultaneously solicited public opinions on business rules such as the "Review Rules for Stock Issuance and Listing".