doublebonuspoker| More stringent and resolute, and the implementation of the sixth delisting system reform, these situations can be directly "red card punishment"

Log in to Sina Finance APP to search [Xinpi] to see more evaluation levels.

Financial Associated Press, May 1 (Reporter Zhou Xiaoya) following the public solicitation of opinions on April 12, the revised draft of the respective business rules of the Shanghai and Shenzhen exchanges, such as the rules for the examination and approval of Stock issuance and listing, further landed the "1N" policy system of the capital market.

Specifically, the revised and issued business rules of the Shanghai and Shenzhen exchanges are divided into three categories.

First, the rules for the examination of issuance and listing, the Shanghai and Shenzhen exchanges have issued the rules for the examination and approval of Stock issuance and listing, the rules for the Review of Major assets reorganization of listed companies, the Administrative measures of the listing Review Committee and the M & An and reorganization Review Committee, the guidelines for the acceptance of Application documents, and the guidelines for on-the-spot Supervision, and the Shenzhen Stock Exchange has also issued the interim provisions on the listing Application and recommendation of Enterprises on the growth Enterprise Market. The Shanghai Stock Exchange issued the interim provisions on the Application and recommendation of the issuance and listing of Science and Technology Innovation Board Enterprises.

The second is to issue the rules of underwriting, that is, the guidelines for reporting matters of concern in the investment value research report.

Third, the regulatory rules of listed companies. The Shenzhen Stock Exchange revised and issued the Stock listing rules on the main Board and gem, while the Shanghai Stock Exchange revised and issued the Stock listing rules on the main Board and Science and Technology Innovation Board.

As for the implementation time of the new rules, the Shanghai and Shenzhen exchanges said that the audit rules will be implemented from the date of promulgation of the rules, and the provisions of the original audit rules will apply to the initial issues that have been examined by the listing committee; the underwriting rules will also come into force from the date of promulgation of the rules; and the continuous regulatory rules will take effect from the date of promulgation, but the implementation time of dividends and delisting has been arranged separately. Both the Shanghai and Shenzhen exchanges said that other business rules for the revision and implementation of the new "National Nine articles" are being formulated and revised and will be released to the market as soon as possible.

Specifically, in the capital market over the past 30 years, this is the sixth delisting system reform carried out by the CSRC, which makes clear norms for listed companies that can be directly "sent off with red cards".

Point oneDoublebonuspokerThe sixth delisting system reform aims at "shell zombies"

Delisting rules and follow-up implementation requirements have become the focus of the market. The new delisting rules issued by the Shanghai and Shenzhen stock exchanges show three major characteristics.

First, accurate clearance and steady progress. From the overall impact assessment, the delisting rules are targeted accurately, targeting "shell zombies" and "black sheep", strictly cracking down on companies that have forged for many years and have funds occupied by controlling shareholders without rectification, highlighting the quality and investment value of listed companies, and not aimed at "small-cap" companies.

Among them, in the case of financial delisting, the operating income index has been tightened, taking into account market conditions and plate differences. For example, the standard of "fraud amount + fraud ratio" is revised to three levels: one year, two years, three years and above. That is, the amount of false records reached more than 200 million yuan in one year, accounting for more than 30%; for two consecutive years, the amount of false records reached more than 300 million yuan, accounting for more than 20%; and there were false records for three or more years in a row.

In addition, the delisting indicators of the market capitalization of the main board have also been adjusted to fully evaluate the current situation of the market; the delisting of the revised normative category and major illegal category reflects the scientific setting and the guidance of cracking down on counterfeiting.

At the same time, the implementation of the rules has set up delimitation arrangements to ensure a smooth transition between new and old rules and standards, clarify investors' expectations and strengthen risk disclosure.

Specifically, the standard of one-year and two-year financial fraud delisting is applicable to 2024 and later years, three years and more than three years of financial fraud is of a bad nature, this strict regulation is applicable to 2020 and later years, connecting with the delisting reform in 2020. In addition, if the false record year involves the year 2020-2024, the original standard is still applicable, that is, "the total amount of false record is more than 500 million yuan, and more than 50% of the total amount disclosed in those two years".

Point twoDoublebonuspokerFurther intensify the crackdown on serious financial fraud

Strengthening efforts and strict supervision are the second major features of the revision of the delisting rules. That is, focus on cracking down on vicious violations of laws and regulations, such as financial fraud and the occupation of funds. On the basis of fraudulent issuance of initial public listing and restructuring listing, fraud to avoid financial delisting and five major security situations, tighten the situation of fraud in two years, add serious fraud in one year and continuous fraud in three years, and scientifically set the scope of application of major illegal delisting, further intensify the crackdown on serious financial fraud.

The Shanghai and Shenzhen stock exchanges stressed that for the failure of internal control, companies with funds occupied by controlling shareholders will strictly delist. 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. Delisting companies that violate laws and regulations shall be resolutely disciplined, and in conjunction with regulatory departments and judicial organs, we will continue to strengthen omni-directional three-dimensional liability, such as administrative punishment, criminal liability, and civil compensation. At the same time, strengthen the risk disclosure of delisting risk companies and clarify investors' expectations.

A reporter from the Financial Associated Press has learned that acts that infringe upon the interests of investors, such as false records, promote the comprehensive use of representative litigation, advance compensation and other ways to safeguard the legitimate rights and interests of investors.

Next, the Shanghai and Shenzhen exchanges 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 regular delisting pattern that should be delisted and cleared in a timely manner.

Point 3: strong restraint measures for substandard dividends should fully consider the characteristics of all kinds of listed companies

As early as during the consultation period, the regulations on the substandard implementation of the "other risk Alert" (ST) measures for cash dividends were introduced and attracted much market attention.

In this regard, the Shanghai and Shenzhen exchanges stressed that, unlike the "delisting risk warning" (* ST), listed companies will not be delisted just because their dividends are not up to standard. The revision of the rules fully takes into account the large R & D investment of gem enterprises and Science and Technology Innovation Board enterprises, and makes differential arrangements.

For example, gem companies with high R & D intensity (the cumulative R & D investment in the last three fiscal years accounted for more than 15% of the cumulative operating income) or large R & D scale (the cumulative R & D investment in the last three fiscal years was more than 300 million yuan) can be exempted from ST.

In addition, the SSE said that in setting specific indicators, taking into account various factors affecting the dividends of listed companies, such as undistributed profits and profits, it is not expected that a large number of companies will be implemented ST due to substandard cash dividends. Based on the 2022 data, there are about 30 companies involved in the Shanghai stock market. The Shenzhen Stock Exchange also said that it has fully evaluated and demonstrated the relevant situation, taking into account the impact on the market and the time for the company to adapt.

The relevant revised rules will be formally implemented on January 1, 2025, and the first "last three fiscal years" refers to the period from 2022 to 2024, when listed companies affected by the rules can increase the level of cash dividends or buy back shares and cancel them during the transitional period, improve the return ability of investors.

According to reports, the revised rules do not meet the standards for the implementation of ST, aiming at companies that have made profits in the most recent year and whose undistributed profits at the end of the parent company's statement are positive, and conduct an overall assessment 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, the company will be implemented ST. The repurchase cancellation amount shall be included in the aforementioned cash dividend amount.

Point 4: establish a regulatory mechanism for backtracking of bid reports

It is worth noting that the Shanghai and Shenzhen exchanges have revised and issued the guidelines for reporting matters of concern in the Investment value Research report. In order to rectify the phenomenon of overoffering at high prices, we urge underwriters to provide more objective and neutral investment value research reports, which refine the normative requirements of bid reports and establish a retrospective regulatory mechanism.

For example, in view of the fact that the valuation conclusion of the bidding report is at a premium to the industry and comparable companies, or the valuation conclusion is over-raised corresponding to fund-raising, it is clearly required to make a detailed analysis, fully evaluate the prudence and rationality of the valuation conclusion, and strengthen risk disclosure. In addition, regularly review the realization of the profit forecast of the investment value research report, the difference between the valuation conclusion and the market value after listing, and take regulatory measures or disciplinary actions for the imprudent behavior of writing the investment value research report.

Point 5: further improve the positioning standards of Science and Technology Innovation Board and gem

In response to a reporter's question on the official release of the rules for the examination and approval of Stock issuance and listing, the Shenzhen Stock Exchange said that it revised the interim provisions on the Application and recommendation of the issuance and listing of Enterprises on the growth Enterprise Market to further clarify the specific standards for grasping the positioning of the gem.

The first is to further clarify the specific forms of expression and grasp the logic of innovation, creation and creativity. The second is to appropriately improve the operating income compound growth rate index, that is, the operating income compound growth rate index in the gem positioning evaluation criteria will be moderately increased from 20% to 25%. Third, corresponding to the increase of issuer description and sponsor verification requirements, the responsibilities of issuers and intermediary agencies are further compacted.

In the revision of the interim regulations on the issuance and listing of Science and Technology Innovation Board Enterprises, the evaluation standard of the attribute of science and technology innovation has also been improved. It includes adjusting the amount of R & D investment in the last three years from "accumulating more than 60 million yuan" to "accumulating more than 80 million yuan", adjusting "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 capable of industrialization", and adjusting the "compound growth rate of business income in the last three years" from "20%" to "25%" and so on.

In addition, sponsor institutions are required to recommend key core technologies, outstanding scientific and technological innovation capabilities, outstanding transformation and application of scientific research achievements, prominent industry status or high market recognition, and a "hard technology" enterprise application board with strong growth.

Point 6: clarify the relevant declaration work such as "clearing" dividends that are included in the negative list.

The revision of the Shanghai and Shenzhen stock exchanges' guidelines on the acceptance of application documents focuses on the negative list of new issues and listings and clarifies the requirements of the relevant declaration documents. The sponsor shall issue special verification opinions on matters such as whether there are surprise "clearance" dividends of the issuer in the past three years, and incorporate the verification opinions into the scope of the declaration documents.

In addition, the revised draft will include a "critical minority" of issuers and their actual controllers, directors, supervisors, and senior managers applying for initial public offerings, and whether there are major negative situations such as reputation listed in the CSRC's regulations on initial Public offering and listing guidance, which are simultaneously included in the negative list of initial public offerings, sponsors are also required to issue special verification opinions and be included in the scope of the declaration documents.

According to reports, the above-mentioned standard of "surprise 'clearance' dividend" is that the cumulative dividend amount 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 amount in the reporting period accounts for more than 50% of the net profit in the same period, and the cumulative dividend amount exceeds 300 million yuan, while the total proportion of replenishment and loan repayment of the funds raised is more than 20%.

In addition, the revision of the Shanghai and Shenzhen stock exchanges has further strengthened the on-site supervision. This is reflected in defining the "one supervision to the end", broadening the coverage of on-site supervision, and strengthening the effective connection between on-site supervision and self-regulatory supervision.

Point 7: fine supervision over the reorganization of major assets of "shell" companies.

In order to avoid the clearance of "shell zombies" and "black sheep" through "leisurely" restructuring, "three high" mergers and acquisitions, and blind cross-border acquisitions with major shareholders to cash out, evade delisting, disrupt market order and harm 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. CSRC "opinions on strict implementation of delisting system" requires strict supervision of mergers and acquisitions of listed companies on risk warning boards.

The Shanghai and Shenzhen stock exchanges said that they will carry out fine supervision over the major asset restructuring of "shell" companies, strictly supervise companies that lack sustainable operating ability and thus touch the income and profit indicators, and companies that are on the verge of trading delisting targets 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 efficient merger and acquisition of high-quality assets by industry leading enterprises, the restructuring of high-quality leading listed companies shall be reviewed quickly in accordance with Article 43 of the rules for the examination and approval of Major assets reorganization of listed companies. Next, we will continue to support listed companies to standardize the implementation of restructuring transactions, promote companies to inject high-quality assets and enhance the value of investment.