Cancel the conditions of non-public issuance of shares on gem for 2 consecutive years
Revision of management measures for public companies
On November 8, China Securities Regulatory Commission held a regular press conference. Chang depeng, a spokesman of China Securities Regulatory Commission, talked about expanding the pilot of stock index options, the refinancing measures of science and technology innovation board, the issuance conditions of gem, and the revision of the management measures of public companies.
With the approval of the State Council, China Securities Regulatory Commission officially launched the pilot work of expanding stock index options. It will approve the Shanghai Stock Exchange and Shenzhen Stock Exchange to list the Shanghai Shenzhen 300 ETF options and the China financial exchange to list the Shanghai Shenzhen 300 index options in accordance with the procedures.
Chang depeng said that in accordance with the specific requirements of the opinions on the implementation of the pilot registration system for the establishment of science and technology innovation board in Shanghai Stock Exchange, the CSRC drafted the measures for the administration of the registration of securities issuance of listed companies of science and technology innovation board (Trial) (Draft for comments) (hereinafter referred to as the measures for the refinancing of science and technology innovation board) and solicited opinions from the public.
The main contents of the measures for refinancing of science and technology innovation board for opinions this time include: first, set basic issuance conditions, regulate the Refinancing Behavior of listed companies, and effectively protect the legitimate rights and interests of investors and the public interest. The second is to optimize and adjust the arrangement of non-public offering system, and support the listed companies to introduce strategic investors. Third, set up convenient and efficient registration procedures to improve financing efficiency. On the one hand, the audit and registration period of regulatory authorities should be minimized. The audit period of Shanghai Stock Exchange is 2 months, and the registration period of CSRC is 15 working days. On the other hand, Shanghai Stock Exchange is authorized to study and formulate the business rules of microfinance according to the overall situation of the refinancing operation of science and technology innovation board and the actual needs of the market.
In terms of the refinancing of gem, Chang depeng said that the CSRC plans to revise the refinancing rules such as the measures for the administration of securities issuance of listed companies, the Interim Measures for the administration of securities issuance of GEM listed companies and the detailed rules for the implementation of shares of non-public development banks of listed companies, and solicit opinions from the society.
The proposed amendment mainly includes: first, streamlining the issuance conditions and expanding the coverage of the refinancing services on the gem. Cancel the condition that the asset liability ratio of the gem public offering securities at the end of the latest period is higher than 45%; cancel the condition that the gem non-public offering shares are profitable for two consecutive years; basically use the funds raised in the gem last time, and the use progress and effect are basically consistent with the disclosure, and adjust the issuance conditions to the information disclosure requirements.
Second, we will optimize the arrangement of non-public institutions and support listed companies to introduce strategic investors. If the board of directors of a listed company decides to determine all the issuing objects in advance and is a strategic investor, the pricing base date can be the announcement date of the board of directors resolution, the announcement date of the resolution of the general meeting of shareholders or the first day of the issuance period concerning the non-public issuance of shares; adjust the pricing and locking mechanism of the non-public issuance of shares, and make the issuance price not lower than the companys shares 20 trading days before the pricing base date The average price is reduced from 9% to 8%; the lock-in period is shortened from 36 months and 12 months to 18 months and 6 months respectively, and the relevant restrictions of the reduction rules are not applicable; the number of non-public stock issuers on the main board (small and medium-sized board) and the growth enterprise board is adjusted from no more than 10 and 5, respectively, to no more than 35.
The third is to extend the validity period of the approval properly, so as to facilitate the listed companies to choose the issuing window. Extend the validity of refinancing approval from 6 months to 12 months.
In addition, Chang depeng said that the CSRC planned to revise the measures for the supervision and administration of unlisted public companies (hereinafter referred to as the measures for public companies), and drafted the measures for the administration of information disclosure of unlisted public companies (Exposure Draft) (hereinafter referred to as the measures for information disclosure).
The revised contents of the measures for public companies mainly include: first, the introduction of the public offering system to non specific qualified investors, allowing listed companies to make public offerings to non specific qualified investors on the new third board, and the implementation of the recommendation and underwriting system. The second is to optimize the targeted issuance system, release the restrictions of 35 targeted issuers of listed companies, and launch the way of self run issuance. The third is to optimize the audit mechanism of public transfer and issuance. If the company needs to perform the administrative licensing procedures for public transfer and issuance, the national stock transfer company shall first issue a self regulatory opinion, which shall be approved by the CSRC. The fourth is to innovate the supervision mode, determine the principle of differential information disclosure, clarify the legal responsibility of corporate governance violations, compact the responsibility of intermediary agencies, and urge the company to standardize its operation.
The main contents of the measures for information disclosure include: first, based on the new third board market and the actual situation of listed companies, the basic requirements for information disclosure of listed companies are clarified to ensure the quality of information disclosure of listed companies. The second is to establish a differentiated information disclosure system in combination with different levels, and make differentiated arrangements in terms of disclosure form, disclosure content and information disclosure affairs management to match the actual situation of small and medium-sized enterprises in various stages of development and the information needs of investors. Third, the administrative supervision of the CSRC should be connected with the self-discipline supervision of national stock transfer companies, strengthen the division of labor and cooperation, and form an efficient supervision mechanism.
Source: responsible editor of Securities Daily: Yang qian_nf4425