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In order to thoroughly implement the spirit of the Central Financial work Conference and the State Council on strengthening Supervision and guarding against risks to promote the High-quality Development of the Capital MarketPowerballnumberstonightAccording to the unified arrangement of the China Securities Regulatory Commission, on April 30, 2024, the Shanghai Stock Exchange formally issued nine supporting business rules, including the rules for the examination and approval of Stock issuance and listing. The relevant responsible person of the Shanghai Stock Exchange answered the reporter's questions on the formulation and revision of the rules.
First, please introduce the overall situation of this release of business rules.
A: the Shanghai Stock Exchange has revised and issued nine business rules, including five major business rules, such as the rules for the examination of Stock issuance and listing, which have been publicly consulted, as well as four supporting business rules and guidelines. It specifically includes three categories: first, six audit rules for issuance and listing, namely, the rules for the examination of Stock issuance and listing, the rules for the examination of Major assets reorganization, the measures for the Administration of the listing Review Committee and the merger and reorganization Review Committee, the interim provisions on the Application and recommendation of Science and Technology Innovation Board Enterprises, and the guidelines for the acceptance of Application documents and the guidelines for on-site Supervision. The second is a rule of issuing and underwriting, that is, the guidelines on issues of concern in the Investment value Research report. Third, there are two continuous regulatory rules, namely, the mainboard and Science and Technology Innovation Board's "Stock listing rules".
In addition, the Shanghai Stock Exchange is formulating, revising and implementing other business rules of the new "National Nine articles", which will be released to the market as soon as possible.
Second, in the early stage, the Shanghai Stock Exchange openly solicited opinions from the public on the business rules such as the rules for the examination and approval of Stock issuance and listing. Please give a brief introduction to the relevant situation.
A: from April 12 to April 19, 2024, the Shanghai Stock Exchange openly solicited opinions on business rules from the market through official websites, e-mails, symposiums and other channels.
Generally speaking, all parties in the market have made positive comments on implementing the spirit of the Central Financial work Conference and the new "National Nine articles" and stepping up efforts to improve and improve various systems and rules. It is generally believed that the revision of the relevant systems and rules embodies the main line of strong supervision, risk prevention and promoting high-quality development, responds to the concerns of the market in a timely manner, and further clarifies the market expectation. Various institutional improvements are in line with the current stage of capital market development and the development of enterprises, and help to properly handle the balanced relationship between investment and financing, primary and secondary markets, imports and exports, and accelerate the formation of an omni-directional and three-dimensional regulatory rule system.
During the consultation period, the SSE received more than 100 comments and suggestions from various market entities. The Shanghai Stock Exchange attaches great importance to it, carefully studies it one by one, and adopts a total of nearly 40 opinions and suggestions, which are mainly related to improving the shareholder responsibility of issuers, strengthening self-regulatory supervision over the examination and approval of issuance and listing, refining the verification methods of intermediary agencies, strengthening the warning of delisting risks of listed companies, and comprehensively considering the need to set dividend indicators for the operation and development of companies. If there are great disputes and differences in the opinions of the main body of the market, it will be further studied and demonstrated. For other opinions and suggestions, we will step up training and publicity, do a good job in explaining the rules, and pay attention to the implementation of the rules.
Third, what consideration will be given to the revision of the interim provisions on the Application and recommendation of Science and Technology Innovation Board Enterprises' issuance and listing?
A: in order to better support and encourage "hard technology" enterprises to issue and list on Science and Technology Innovation Board, strengthen the attribute requirements of science and technology creation, and further highlight the characteristics of "hard technology" of science and technology creation board, the China Securities Regulatory Commission recently revised the guidelines on the Evaluation of the attributes of Science and Technology Innovation (for trial implementation), and the Shanghai Stock Exchange simultaneously revised the interim provisions on the listing Application and recommendation of Science and Technology Innovation Board Enterprises.
The first is to improve the evaluation criteria of the innovative attributes of science and technology, and strengthen the key indicators to measure scientific research investment, scientific research achievements and growth. The amount of R & D investment in the last three years will be adjusted from "accumulated more than 60 million yuan" to "accumulated more than 80 million yuan". Adjust "more than 5 invention patents applied to the company's main business" to "more than 7 invention patents applied to the company's main business and able to industrialize", and adjust the "compound growth rate of business income in the last three years" from "20%" to "25%". In the exception clause, there are a total of more than 50 "simultaneous increase of invention patents" requirements for industrialization of core technology and invention patents (including national defense patents) applied to the main business.
The second is to focus on the need to promote scientific and technological innovation and compact the recommendation responsibility of sponsor institutions. It is required that sponsor institutions should comply with the guidance of national strategy and industrial policy, be based on promoting the development of new-quality productive forces, implement the concept of high-quality development, accurately grasp the positioning of Science and Technology Innovation Board, recommend key core technologies, and have outstanding ability of scientific and technological innovation, outstanding ability of transformation and application of scientific research achievements, prominent industry status or high market recognition, and "hard technology" enterprise application board with strong growth.
4. What amendments have been made to the guidelines for the acceptance of Application documents?
A: the new "National Nine articles" clearly points out that situations such as surprise "clearance" dividends before listing will be included in the negative list of issuance and listing, and the Shanghai Stock Exchange has revised the "guidelines on the Application of listing rules No. 1-acceptance of Application documents". Add a negative list of issuance and listing, and clarify the requirements of relevant declaration documents. The sponsor shall issue special verification opinions on matters such as whether the issuer and its actual controller, Dong Jiangao and other "key minorities" have a major negative reputation of word-of-mouth reputation, and whether the issuer has surprise "warehouse clearance" dividends, and bring the verification opinions into the scope of the declaration document.
The criteria for the aforementioned "surprise 'clearance' dividend" are as follows: the cumulative dividend in the three years of the reporting period accounts for more than 80% of the net profit in the same period; or the cumulative dividend in the three years in the reporting period accounts for more than 50% of the net profit in the same period, and the cumulative dividend amount is more than 300 million yuan, at the same time, the total proportion of replenishment and loan repayment of the funds raised is more than 20%.
Fifth, in order to further consolidate the responsibility of intermediary "gatekeepers", what arrangements have been made in this revision of the "on-site Supervision guidelines"?
A: as an extension and supplement of the written audit of issuance and listing, on-site supervision has played an important role in compacting the responsibilities of sponsors and securities service institutions, and improving the quality of listed companies from the source. In order to further implement the "declaration is responsibility" and urge intermediaries to exercise due diligence, the Shanghai Stock Exchange revised the "guidelines No. 3 for the Application of IPO and listing examination rules-on-site Supervision", focusing on the following three aspects.
The first is to clarify the principle of "one governor to the end". In order to strengthen the warning and awe of strict supervision, it is clear that the withdrawal of the application by the issuer or the withdrawal of the sponsor will not affect the implementation of the supervision work, nor will it affect the handling of the problems found by the supervision in accordance with the regulations.
The second is to broaden the coverage of on-site supervision. Increase the on-site supervision mode of "random selection", according to the evaluation results of the practice quality of sponsor institutions guided by the quality of listed companies, randomly select the accepted projects and start on-site supervision to the sponsors. If it is clear that matters that have a significant impact on whether the issuer meets the conditions for issuance, listing or information disclosure after the consideration of the meeting of the listing examination committee and before the listing of stocks or depositary receipts, the bourse may initiate on-site supervision as necessary.
The third is to strengthen self-discipline in on-site supervision. Strengthen self-discipline and discipline against illegal intermediaries and practitioners, urge them to better fulfill their responsibilities of verification and inspection, clarify the situation of heavy handling, and emphasize that sponsors, securities service institutions and their related personnel refuse, hinder or evade the on-site supervision of the bourse, falsely report, conceal or destroy relevant evidence and materials. The bourse may impose disciplinary actions on the issuance and listing application documents and information disclosure documents submitted or signed by it within a certain period of time.
Sixth, the investment value research report is an important reference for investors to participate in inquiry activities. In order to improve the quality of the research report, what arrangements have been made in the guidelines on issues of concern in the Investment value Research report?
A: in order to strengthen the supervision of all aspects of IPO inquiry pricing and rationing, improve the writing quality of investment value research reports, and provide more objective and prudent valuation reference for offline investors to participate in inquiry, the Shanghai Stock Exchange has newly formulated the "guidelines for the Application of Securities issuance and underwriting rules No. 3-issues of concern in the Investment value Research report (for trial implementation)".
The first is to clearly write concerns. Focus on fundamental analysis, earnings forecast, valuation analysis and conclusions, risk tips and other contents, especially for the existence of valuation conclusions corresponding to price-to-earnings ratio, price per share, overraised funds at a high level of market concern, clear targeted analysis and adequacy demonstration requirements.
The second is to strengthen self-regulation. The purpose of this paper is to strengthen the ex post supervision of investment value research report and the reputation constraint of intermediary agencies, and to consolidate the responsibility of intermediary agencies through retrospective and classified evaluation management on the quality of report writing.
Please briefly introduce the strong restraint measures that the dividend is not up to standard in the Stock listing rules.
A: this rule revision introduces the implementation of "other risk Alert" (ST) measures for substandard cash dividends, in order to urge companies to return investors with stronger constraints. Unlike the "delisting risk warning" (* ST), listed companies will not be delisted simply because their dividends are not up to standard.
If the dividend is not up to the standard, the implementation of ST is aimed at the company that has made a profit in the last year and the undistributed profit at the end of the parent company statement is positive, and makes an overall evaluation of the dividend situation in the past three years, when the cumulative dividend ratio and dividend amount in the three years do not meet the requirements (that is, the company whose net profit is positive in the most recent fiscal year and the undistributed profit at the end of the parent company statement is positive. If the total cumulative cash dividend in the last three fiscal years is less than 30% of the average annual net profit in the last three fiscal years, and the cumulative cash dividend in the last three fiscal years is less than 50 million yuan), the company will be implemented ST. The repurchase cancellation amount shall be included in the aforementioned cash dividend amount. The index design takes into account the return demands of investors and the sustainable development needs of the company, and the company can make its own dividend plan according to the company's profit and cash flow during the three-year evaluation period. In addition, the rules fully take into account the large R & D investment of Science and Technology Innovation Board enterprises, and make differential arrangements.
When setting specific indicators, taking into account the undistributed profits, profitability and other factors that affect the dividends of listed companies, it is not expected that a large number of companies will be implemented ST because the cash dividends are not up to standard. Based on the 2022 data, there are about 30 companies involved in the Shanghai stock market. The rules will come into effect on January 1, 2025, and the first "last three fiscal years" refer to 2022-2024, and the companies involved still have time to improve their dividends. After the formal implementation of the rules, it will encourage more companies to return real money to investors.
8. What are the arrangements for the implementation of the new delisting rules on the Shanghai Stock Exchange?
A: during the public consultation period, various market entities, especially individual investors, put forward valuable opinions and suggestions on optimizing and improving the delisting system, including improving the setting of delisting indicators, increasing the crackdown on major violations, optimizing the implementation arrangements of rules, and strengthening the protection of investors in delisting. Generally speaking, various parties have reached a consensus on strengthening the supervision of delisting, but there are different considerations in the design of delisting indicators. In the process of drafting the rules, the Shanghai Stock Exchange has considered and fully demonstrated the possible focus of attention from all sides. Combined with market feedback, here is a further explanation of rule-making and follow-up implementation:
First, accurate clearance and steady progress. In the case of financial delisting, the operating income indicators have been tightened, taking into account market conditions and plate differences; adjusting the delisting indicators of the market capitalization of the main board to fully evaluate the current situation of the market; and revising the delisting of normative categories and major illegal categories, it reflects the scientific setting and the guidance of cracking down on counterfeiting. From the overall impact assessment, the overall target of the delisting rules revision is accurate, aiming at "shell zombies" and "black sheep", reflecting "should withdraw as much as possible", highlighting the quality and value of listed companies, not aimed at "small-cap stocks". At the same time, the implementation of the rules has set up new and old cut-off arrangements to ensure a smooth transition, severely crack down on companies that have falsified for many years and companies that do not rectify the funds occupied by controlling shareholders, clarify investors' expectations of delisting risk companies, and strengthen risk disclosure.
The second is to step up efforts and be strict in accordance with the law. The revision of the delisting rules will focus on cracking down on vicious violations such as financial fraud and the occupation of funds. At present, a multi-level and three-dimensional delisting has been formed for major illegal delisting. On the basis of fraudulent issuance of initial public listing, fraudulent issuance of restructuring listing, fraud to evade financial delisting, and serious damage to national interests and social and public interests, this revision tightens the situation of fraud for two years, adds one year of serious fraud and three consecutive cases of fraud, scientifically sets the scope of application of major illegal delisting, and further increases the crackdown on serious financial fraud. In addition, for the failure of internal control, the existence of controlling shareholder funds occupied by the company will also strictly implement delisting. In particular, those who occupy it for many times and refuse rectification or re-occupation after rectification and reform will be resolutely cleared.
The third is to strictly pursue responsibility and strengthen relief. We will continue to strengthen accountability and protect the interests of investors. On the one hand, delisting companies that violate laws and regulations should resolutely take disciplinary actions to strengthen the investigation of administrative, civil and criminal responsibilities. On the other hand, strengthen the risk of delisting risk companies to reveal that there are false records and other acts that infringe upon the interests of investors, promote the comprehensive use of representative litigation, advance compensation and other ways to safeguard the legitimate rights and interests of investors.
In the follow-up, the Shanghai Stock Exchange will earnestly shoulder the main responsibility of delisting, conscientiously perform important responsibilities such as delisting decision-making, information disclosure supervision, and transaction monitoring, and strengthen delisting supervision. we will accelerate the formation of a normal delisting pattern that should be delisted and cleared in a timely manner.
9. What are the specific measures taken by the Shanghai Stock Exchange to strengthen restructuring supervision and reduce the value of "shell" resources?
A: M & An is an important way to optimize the allocation of resources in the capital market and a powerful tool to support listed companies to be better and stronger. The new "National Nine articles" emphasizes that it is necessary to strengthen the reform of mergers and acquisitions and take more measures to enliven the market of mergers and acquisitions. The China Securities Regulatory Commission issued the opinions on strengthening the Supervision of listed companies (for trial implementation), encouraging listed companies to comprehensively use shares, cash, targeted convertible bonds and other tools to carry out mergers and acquisitions.
In order to avoid the "shell zombies" and "black sheep" that should have been cleared, such as "leisurely" reorganization, "three high" mergers and acquisitions, and blind cross-border acquisitions, to avoid cashing out of major shareholders, evading delisting, disturbing market order, and harming the interests of medium and small investors, the new "National Nine articles" clearly requires strengthening the supervision of mergers and acquisitions and further reducing the value of "shell" resources. The opinions of the China Securities Regulatory Commission on the strict implementation of the delisting system requires strict supervision of mergers and acquisitions of companies listed on the risk warning board. In the next step, the Shanghai Stock Exchange will carry out detailed supervision over the major asset restructuring of "shell" companies, strictly supervise companies that have been delisted by the "delisting risk warning" (* ST) due to lack of sustainable operating ability and thus touch the income and profit indicators, and companies on the verge of trading delisting indicators to plan major asset restructuring, and strictly prevent illegal "shell preservation" and "shell speculation". Improve the coverage of on-site inspection for the major asset restructuring of other companies such as ST and ST, and ensure the quality of the underlying assets.
While strengthening the supervision of the restructuring of "shell" companies, policy measures such as improving the "small and rapid" audit mechanism, appropriately improving the valuation inclusiveness of M & A targets, and encouraging listed companies to absorb mergers and acquisitions have been launched one after another, and the policy environment of M & A market has been continuously optimized. In order to support the industry leading enterprises to acquire high-quality assets efficiently, the restructuring of high-quality large-market capitalization listed companies shall be examined quickly in accordance with Article 43 of the Review rules for Major Asset reorganization, give full play to the market function of mergers and acquisitions to optimize the allocation of resources. In the next step, the Shanghai Stock Exchange will continue to support listed companies in implementing standardized restructuring transactions, promoting companies to inject high-quality assets and enhance investment value.
What arrangements have been made by the Shanghai Stock Exchange for the implementation of the new rules?
A: in order to ensure the smooth implementation of the newly formulated and revised rules, in accordance with the characteristics of the rules and with reference to market opinions and suggestions, the SSE will make the following arrangements:
First, the audit rules will come into force from the date of promulgation of the rules. The provisions of the original audit rules shall apply to the initial public offering projects that have passed the examination and approval of the listing committee; the initial offerings that have not passed the examination of the listing committee shall meet the requirements of the new listing conditions of the main board and the attribute of scientific innovation.
Second, the rules of underwriting will come into force from the date of promulgation of the rules. Lead underwriters and other institutions that write investment value research reports shall write and provide investment value research reports in accordance with the requirements of the guidelines for matters of concern in the Investment value Research report.
Third, the rules of continuous supervision will come into force from the date of promulgation of the rules. In order to maximize the smooth landing of new rules such as dividends and delisting, and better protect the rights and interests of investors, the notice issued by Science and Technology Innovation Board's "Stock listing rules" on the main board where it is handed over has made specific arrangements for the implementation of dividends and delisting (including four types of compulsory delisting), drawing the attention and knowledge of the majority of listed companies and investors.
Apart from formulating and revising business rules, what other measures will be taken by the Shanghai Stock Exchange to implement the new "National Nine articles"?
A: the new "National Nine articles" is a strategic measure to implement the spirit of the Central Financial work Conference, and is of great significance to taking the road of financial development with Chinese characteristics and speeding up the construction of a financial power. In the next step, the Shanghai Stock Exchange will always adhere to the political and popular nature of the capital market, closely centering on the general goal of speeding up the construction of a safe, standardized, transparent, open, dynamic and resilient capital market, profoundly understand the spiritual essence of the new "National Nine articles" of the capital market, and unswervingly implement the decision-making arrangements and work requirements of the CPC Central Committee and the State Council in practical work.
First, we should do a good job in the implementation of the system. Strengthening the construction of the system and systematically improving various business rules are the basic steps for the implementation of the new "National Nine articles." At present, the Shanghai Stock Exchange is strictly comparing the requirements of the new "National Nine articles" and the relevant policy documents of the China Securities Regulatory Commission, formulating and implementing plans for implementation at the exchange level, and clarifying construction drawings and schedules to ensure that all arrangements and requirements are implemented as soon as possible.
The second is to highlight the main line of strong supervision, risk prevention and high-quality development. Implement the requirements of "long teeth with thorns" and angled supervision, implement the concept of "five major supervision", and do a good job in front-line supervision. Efforts will be made to improve the ability to prevent and defuse major risks and improve the risk monitoring and response policy toolbox. We should give full play to the advantages of blue chip agglomeration in the Shanghai Stock Exchange, leading hard science and technology, multi-variety support and accurate services, and promote the acceleration of the cultivation of new quality productive forces to serve high-quality economic and social development.
The third is to forge an iron army of loyal and clean supervision. We should combine the implementation of the new "National Nine principles" with the ongoing study and education on party discipline, persist in turning the knife inward, strengthen the supervision of public power in various business chains, further promote the struggle against corruption, and eradicate the soil and conditions for corruption. Strengthen the construction of the contingent of cadres and staff, effectively improve the work style, and constantly enhance the sense of achievement and satisfaction of the main body of the market.