CDR method ten big details! There are clear regulations from issuance, listing to delisting

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 CDR method ten big details! There are clear regulations from issuance, listing to delisting


Just now, Chang Depeng, a spokesman for the SFC, announced that the CSRC openly consulted on the measures for the issuance and management of depository certificates (the method ). The method is drawn up by the Ministry of law and is regulated in the form of departmental rules and regulations. It is clearly defined in many aspects, such as supervision principles, issuing conditions, issuing procedures, refinancing principles, information disclosure rules, and investor protection. The main contents include: 1, the SFC will launch a pilot project to launch CDR for innovative enterprises. Meanwhile, the ongoing interconnection mechanism between Shanghai and Lun will also be realized in CDR mode. 2, the method positioning in the form of departmental rules and regulations on the basic system of depository receipts comprehensive and standardized. Under the framework of the securities law, we should clarify the regulatory requirements for CDR issuance and transactions and the basic rights and obligations of the participants. It not only lays the foundation for innovative enterprises to return to the domestic capital market by issuing CDR, but also prepares rules for future opening of the system. 3. The method defines the legal application and basic regulatory principles of CDR, and stipulates that CDR is the securities approved by the State Council by forwarding several opinions, and its issuance, listing and trading are applicable to the securities law, the present Measures and other provisions of the Securities Regulatory Commission. The issuer shall perform the obligations of the issuer and bear corresponding responsibilities in accordance with the law. 4, arrange for the issuance and listing of CDR, stipulate the basic conditions and procedures for issuing CDR, and make a principled stipulation for refinancing through CDR mode. Stipulate the conditions and procedures of the CDR trading. It is clear that the reduction of CDR should comply with the laws, administrative regulations, the relevant regulations of the CSRC, and the regulations concerning the reduction of shares of the listed companies by the relevant rules of the stock exchange. We should arrange for the acquisition and reorganization of the depositary receipts by issuing the depositary receipts. 5, clarify the information disclosure requirements of CDR, stipulate that the issuers of overseas basic securities, their controlling shareholders and actual controllers are the main body of information disclosure. The principle of information disclosure is applicable to the securities law and the information disclosure management method of listed companies. At the same time, it also makes special requirements on the depository arrangement, the difference of the right to vote, the control of the agreement and so on for the characteristics of the CDR and the issuers of the foreign basic securities, and makes a exemption mechanism for the special situation. 6. Establish the depository and trusteeship system of CDR, stipulate the depositary, the trustee and its duties, make a principled provision to the depositary qualification, stipulate the necessary provisions of the depository agreement and the trusteeship agreement, and make arrangements for the rights and obligations of the parties involved. 7. To strengthen investor protection, it is clear that the issuer of foreign basic securities should protect the protection of the rights and interests of domestic investors, as a whole, not less than the domestic laws, administrative regulations and the requirements of the CSRC, and set up a separate vote for the holder of the depository Certificate in view of the particularity of the investor structure in the securities market of our country. Depository receipt, such as delisting, repurchase arrangements, and other investor protection measures. 8. Strengthen the supervision of law enforcement and clear legal responsibility. It is clear that the Securities Regulatory Commission can carry out on-site inspection and investigation measures to the relevant subjects, enrich the regulatory means of the securities and regulations of the SFC, and stipulate that the SFC can take the regulatory measures for the main body of the offense and violation, issue a warning letter, and identify as an inappropriate person. And take measures such as the market prohibition and so on. Within the framework of the securities law, the relevant liability subjects, the civil liability and administrative responsibilities of illegal laws and regulations have been specified. 9, in addition to the measures, a series of normative documents related to this are also in the process of formulation, these normative documents as the measures supporting detailed rules, will be in the performance of the industry to seek advice after the synchronization or later than the implementation of the method. 10. After the CDR method and the supporting rules are formally issued and implemented, the enterprise can issue the declaration of the CDR according to the corresponding requirements, and the SFC will also start the work of accepting the related applications. According to the time of normal procedure, the fastest will take place in more than a month. Chang Depeng said that, in order to carry out the spirit of the nineteen major and national financial work conferences, enhance the economic capacity of the financial services and expand the opening of the capital market to the outside world, the State Councils general office has forwarded a number of advice on issuing stocks or depository certificates in innovative enterprises (state office issued [2018] (21), the SFC drafted the issuing and trading management of depository receipts, and standardized the basic system of depository receipts. Chang Depeng pointed out that the depository voucher has been widely used as a way of cross-border issuance of securities in the world. Its product principle and operating mechanism have formed a more common understanding and mode. According to the decision of the Central Committee of the State Council, the CSRC will carry out the pilot of issuing depository Certificate in the innovation enterprise. At the same time, the mechanism of stock market interconnection between Shanghai and Lun is being carried out, and the depository receipt has been exchanged to realize the interconnection and interconnection between the two markets. In order to clarify the new securities variety of depository certificate, a series of institutional arrangements in the issue of listing and trading are issued, and the related activities of depository vouchers are standardized. The management measures are fixed and unified in the form of departmental rules and regulations for the basic system of depository vouchers. Under the framework of the securities law, we have refined the regulatory requirements of the issuing and trading of depository receipts and the basic rights and obligations of the participating entities by refusing the No. 2018 [21] of the state office. It not only lays the foundation for innovative enterprises to return the domestic capital market by issuing depository receipts, but also prepares rules for future opening of the system. There are eight chapters and 61 articles in the management measures. It mainly includes: The two is to make arrangements for the issuance and listing of depository receipts. The basic conditions and procedures for issuing depository receipts are stipulated, and the principle of refinancing through depository receipts is made. The conditions and procedures for the listing of depository certificates should be stipulated, and the reduction of the depository certificate should be made clear by the laws, administrative regulations, the relevant regulations of the CSRC, and the regulations concerning the reduction of shares of the listed companies by the relevant rules of the stock exchange. We should arrange for the acquisition and reorganization of the depositary receipts by issuing the depositary receipts. The three is to clear the information disclosure requirements of the depository certificate. Stipulates that overseas basic securities issuers, their controlling shareholders and actual controllers are the main bodies of information disclosure. The principle of information disclosure is applicable to the securities law and the information disclosure management method of listed companies. At the same time, it also makes special requirements on the depository arrangement, the discrepancy of voting rights, and the agreement control in accordance with the characteristics of the depository voucher and the issuer of the foreign basic securities, and makes a exemption mechanism for the special situation. Four is to establish depository receipts depository and trusteeship system. Stipulate the depositary, the trustee and his duties, make a principled provision to the depositary qualification, stipulate the necessary provisions of the depository agreement and the trusteeship agreement, and make arrangements for the rights and obligations of the parties involved. The five is to strengthen the protection of investors. When it is clear that the issuer of foreign basic securities should protect the protection of the rights and interests of domestic investors, as a whole, it is not less than the domestic laws, administrative regulations and the requirements of the China Securities Regulatory Commission. In the light of the particularity of the investor structure in the securities market of China, the holder of the depository certificate has been set up a separate vote and the depository voucher is delisting and repo. Wait for investor protection measures. The six is to strengthen the supervision and law enforcement and clear the legal responsibility. It is clear that the SFC can carry out on-the-spot inspection and investigation measures to the relevant subjects, enrich the regulatory means of the SFC for illegal activities, and stipulate that the SFC can take the regulatory measures for the main body of the offense and violation of the law, issue the warning letter, identify the inappropriate candidates and so on, and take the measures of the market prohibition. Within the framework of the securities law, the relevant liability subjects, the civil liability and administrative responsibilities of illegal laws and regulations have been specified. The basic threshold for issuing CDR is clear In March 30th, the SFC issued a number of opinions on the launch of stock or depository voucher in the territory of innovative enterprises (hereinafter referred to as the comments), which defined the basic threshold and pilot category for the release of the measures. A person close to the regulatory level said that CDR was in the pilot stage in the initial stage, and the number of projects was scarce. There would be no large batch of Unicorns to issue CDR during the year. The measures clearly defined the operating rules, and there will be some systems coming to the ground in the future. Some market participants believe that the current CDR mechanism has a strong pilot meaning and a higher threshold. According to the opinion, the market value of the pilot enterprises should not be less than 200 billion yuan for the large red chip enterprises listed abroad, and for the innovative enterprises that have not yet been listed abroad, the operating income of the last year is not less than 3 billion yuan and is not less than 20 billion yuan, or the fast growth of business income It has the conditions of independent research and development, international leading technology and competitive advantage in the same industry. At the same time, the pilot enterprises must be in accordance with the national strategy, master core technology, high market recognition, belong to the Internet, large data, cloud computing, artificial intelligence, software and integrated circuits, high-end equipment manufacturing, biomedicine and other high-tech industries and strategic emerging industries, and achieve a considerable scale of innovative enterprises. For a pilot enterprise that is in conformity with the standard, it also needs to be screened by the scientific and technological innovation industrialization Advisory Committee established by the SFCs issuing department. The committee is composed of experts from relevant industry authorities, well-known entrepreneurs, senior investment experts and so on. According to the standards of the pilot enterprises, the business model, development strategy and R & D are taken into consideration. Investment, new product output, innovation ability, technical barrier, team competitiveness, industry status, social impact, industry development trend, enterprise growth, market value and so on, make a preliminary judgment on whether to apply for the pilot scope of the application. The SFC takes this as an important basis to examine whether the decision to apply for an enterprise is included in the pilot project and strictly follow the laws and regulations to administer the application for listing and listing the pilot enterprises. The pilot enterprises may choose to apply for IPO or CDR according to the relevant regulations and their own practice, and allow the pilot red chip enterprises to issue CDR in the domestic capital market according to the program; the pilot red chip enterprises with the conditions of the stock issuance can apply for the IPO; the pilot enterprises registered in China can apply for the IPO. It is worth noting that the relevant issuing, listing and trading activities of the stock or depository receipts in the pilot enterprises are included in the existing securities law. In accordance with the securities law and opinions and the measures, the SFC implements the supervision, and establishes a regulatory cooperation mechanism with the securities supervision and management institutions of the relevant countries or regions of the pilot red chip enterprises, and implements cross-border supervision. The existing legal framework is the basis for the implementation of CDR, and the principle of CDR must be consistent with the law. In terms of issuing conditions, the issuance of shares by the pilot enterprises within the territory shall comply with the conditions for issuing stocks under the laws and regulations. Among them, the shareholding structure of the pilot red chip enterprises, corporate governance, operation norms and other matters may be applicable to the laws and regulations of the company law of the overseas registered places, but the arrangements for the protection of investors rights and interests should not be less than the domestic legal requirements. For the pilot enterprises with agreement control structure, the SFC will distinguish the different situations from the relevant departments and handle them prudently according to law. The issuance of stock based securities in the territory of a pilot red chip enterprise should comply with the basic conditions for the issuance of stock in the securities law and meet the following requirements: The first is that the ownership structure, the corporate governance, the running standard and so on can be applied to the laws and regulations of the company law of the overseas registered places, but the arrangements for the protection of investors rights and interests should not be lower than the domestic legal requirements as a whole; The two is the existence of voting rights differences, agreement control architecture or similar special arrangements. In the first public issue, the public issue documents, such as prospectus, are full, detailed disclosure of relevant information, especially risks, corporate governance and other measures to protect the legal rights and interests of investors in accordance with the law. In terms of investor protection, pilot enterprises must not have any special arrangements and actions that will harm the legitimate rights and interests of domestic investors. When the stock is issued, the current investor protection system in China shall be carried out. The controlling shareholders, the actual controllers and the directors and the senior managers of the pilot enterprises that have not yet made a profit shall not reduce the stock before the business is realized. The depository certificate shall be issued to ensure that the actual rights and interests of the holder of the certificate shall be equal to the interests of the foreign base holder, and the depositary shall exercise the rights of the domestic investor on behalf of the domestic investor on behalf of the domestic investor. When the legitimate rights and interests of investors are damaged, the pilot enterprises should ensure that domestic investors receive compensation equivalent to those of overseas investors. CDR comes, multiple advantages embrace the new economy The preparatory work for the CDR issue has been rapidly advancing, and Chen Guo, chief strategist for security securities, expects the first return of the first share of the shares and the release of CDR may be the fastest in June. Compared with the traditional delisting of American stocks to the dismantling of VIE structure to A shares (which may open the IPO channel in the future), CDR has multiple advantages in the issuance of CDR in A shares, keeping the existing structure of the company, low cost of time, low financial cost, low supervision cost, increasing financing channels and lower financing cost. People with PE organizations say that the promotion of CDR system will bring more positive changes to Chinas capital market. First of all, the CDR system embodies its flexible and pragmatic side in the short term, that is, under the premise of not modifying the securities law, it breaks the limitation that the registered land can not be listed directly in the A share, shortens the time for the new economic enterprises to return to the A shares. Secondly, it is in conformity with the urgent demand of the current Chinese capital market to accelerate the support of the industry. The macro policy orientation of upgrading and technological innovation. On the other hand, there is no need to worry too much about the impact of CDR on the liquidity of A shares, Chen Guo predicts that CDR will bring about 1159-5280 billion of financing demand, which will not cause excessive liquidity shocks to the market. First of all, CDR is a new financing tool, and the regulatory layer will master the rhythm when it is promoted; secondly, although CDR is the new demand for financing in the market, it is more important for the whole market to see the overall financing demand; finally, from the historical point of view, it is not comprehensive to judge the trend of the stock market only by raising the financing needs. Chen Guo believes that the first CDR list of enterprises or markets is huge, the business model is mature, and the profitability is stable. It should be the best quality new economic listed company representative. It is expected that the four new enterprises in the four major high-tech industries of high-end manufacturing, cloud computing, artificial intelligence and biotechnology will occupy a large proportion in the future return to the A share issuing of CDR, and the quality of the company is better. ? Source: brokerage China