The registration system for stock issuance will be fully implemented
Description:On February 17, the China Securities Regulatory Commission issued the relevant system rules for the full implementation of the stock issuance registration system, which will take effect from the date of publication. The matching system rules of the stock

On February 17, the China Securities Regulatory Commission issued the relevant system rules for the full implementation of the stock issuance registration system, which will take effect from the date of publication. The matching system rules of the stock exchange, the national stock transfer company, China Settlement, China Securities Finance and Securities Industry Association were issued and implemented simultaneously.


The full implementation of the registration system is a major reform involving the overall capital market. With the joint efforts of all parties, the pilot registration system of the Science and Technology Innovation Board, the Growth Enterprise Board and the Beijing Stock Exchange has been successful on the whole, the main system rules have withstood market tests, and the reform effect has been recognized by the market. The release and implementation of the rules for the full implementation of the registration system marks the basic finalization of the institutional arrangements for the registration system, and the promotion of the registration system to the whole market and various types of public issuance of shares, which is a milestone in the process of reform and development of China's capital market.


A total of 165 institutional rules were issued this time, including 57 institutional rules issued by the CSRC, and 108 supporting institutional rules issued by the stock exchange, the national stock transfer company, and China Settlement. The content covers various aspects such as issuance conditions, registration procedures, sponsor underwriting, major asset restructuring, regulatory enforcement, and investor protection. The main contents include: first, streamline and optimize the conditions for issuing and listing. Adhere to the information disclosure as the core, the issuance conditions under the approval system into information disclosure requirements as far as possible. Various market sectors shall set diversified and inclusive listing conditions. Second, we will improve the review and registration procedures. Adhere to the basic structure of the securities exchange review and the CSRC registration, which have different focuses and are interrelated, further clarify the division of responsibilities between the stock exchange and the CSRC, and improve the efficiency and predictability of the review and registration. Where a stock exchange finds major sensitive matters, major unprecedented situations, major public opinions, and major illegal clues during the examination and verification process, it shall promptly request the CSRC for instructions and reports. The CSRC is concerned about whether the issuer conforms to the national industrial policy and sector positioning. At the same time, the issuance review committee of the CSRC and the merger and reorganization review committee of listed companies will be abolished. Third, we will improve the issuance underwriting system. There will be no administrative restrictions on the price and scale of new shares issued, and mechanisms for inquiry, pricing and placement with institutional investors as the main participants will be improved. Fourth, we will improve the system for restructuring major assets of listed companies. Listed companies in all market sectors will adopt a unified registration system for issuing shares to purchase assets, improve the identification standards and pricing mechanisms for restructuring, and strengthen the in-process and post-restructuring supervision. Fifth, strengthen regulatory enforcement and investor protection. Illegal activities in the process of securities issuance and underwriting shall be strictly cracked down on according to law. Detailed institutional arrangements for ordered buybacks. In addition, the relevant arrangements for the national stock-to-company registration system are generally consistent with the stock exchanges, and differentiated arrangements are made based on the characteristics of small and medium-sized enterprises.


The Party Committee of the CSRC and the discipline inspection team of the Central Discipline Inspection Commission and the State Supervision Commission in the CSRC will build a clean registration system with strong supervision. At the level of institutional rules, we will improve the supervision and restriction mechanism covering the whole process of issuance, listing, refinancing, mergers and acquisitions and reorganization, delisting, regulatory law enforcement, etc., strengthen the prevention of integrity risks for personnel in key positions, and strengthen the supervision of clean employment in the industry. Improve the close supervision of the stock exchange and the national stock transfer company and the embedded supervision of the issuance review and registration, zero tolerance for corruption in the capital market, and persevere in the discipline.


During the public solicitation of the rules for the full implementation of the registration system, the CSRC widely listened to the opinions and suggestions of market institutions, experts and scholars, and the public through various channels such as emails, letters, and Internet messages. The CSRC attaches great importance to the opinions and suggestions put forward by all sectors of society, summarizes them day by day, and carefully studies them article by article. As of February 16, a total of 447 comments were received, and 89 were adopted, mainly involving increasing punishment for violations of laws and regulations, clarifying the scope of performance of independent financial advisers, and improving the legal liability provisions of controlling shareholders and actual controllers of non-listed public companies in major asset restructuring. Some of the suggestions that have not been adopted belong to the operational level and will be implemented in the specific work; Some belong to the understanding of the rules, will be clear through publicity interpretation, industry training and other ways; Some of them are controversial and need further study and argumentation. Others lack the basis of upper law and have been explained in the relevant legislative notes.


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