Ten aspects of Shanghai and Shenzhen stock exchanges standardize the letter and the new securities law of seamless connection
Shanghai and Shenzhen stock exchanges issued the notice on conscientiously implementing the new securities law and doing a good job in information disclosure of listed companies (hereinafter referred to as the notice) on the evening of August 28. The notice further standardizes the relevant matters of Listed Companies in terms of the responsibilities of directors, supervisors, disclosure of major events, voluntary information disclosure and disclosure of changes in equity.
In addition, Shenzhen Stock Exchange revised and issued the guidelines for the standardized operation of listed companies (hereinafter referred to as the guidelines), which combined the two guidelines for the original main board and the small and medium-sized board, and optimized and improved the guidelines in four dimensions, from connecting with the new securities law, reducing the burden and weight, focusing on key areas and key few numbers, and comparing with the new situation and demand of the standard market. On the other hand, the revision of gems standard operation guidelines remains different, and is promoted together with gems reform.
Ten aspects to further standardize the operation of listed companies
The notice shall come into force as of March 1, and further regulate relevant matters of listed companies from ten aspects.
First, the directors, supervisors and senior executives of listed companies shall sign written confirmation opinions on the periodic reports in accordance with the provisions of the new securities law. Where the directors, supervisors and supervisors are unable to guarantee the authenticity, accuracy, completeness or objection of the contents of the regular report, they shall express their opinions and reasons in the written confirmation opinions, and the listed company shall disclose them. If the listed company does not disclose, the directors, supervisors and senior executives may directly apply for disclosure.
Third, the information disclosure obligors shall voluntarily disclose the information related to the value judgment and investment decision-making made by the investors, which shall not conflict with the information disclosed according to law, shall not mislead the investors, and shall meet the basic requirements of information disclosure such as truthfulness, accuracy, integrity, timeliness and fairness.
Fourth, if a company listed on the Shanghai and Shenzhen stock exchanges has securities listed on overseas stock exchanges at the same time, the information disclosed by the company and related information disclosure obligors abroad shall be disclosed at the same time in China.
The fifth is to standardize the trading of shares and information disclosure after the investors hold or jointly hold 5% of the issued voting shares of the listed company.
Sixthly, the new Securities Law has made new provisions on the subject scope, types of trading objects and exceptions of short-term transactions. Shareholders, directors, supervisors and senior executives of listed companies holding more than 5% of shares shall strictly abide by them.
Seventh, investors shall file civil securities compensation actions such as false statements against listed companies in accordance with the provisions of the new securities law, and listed companies shall disclose them in a timely manner in accordance with the relevant provisions.
9. Before the exchange revises the relevant business rules of listing and delisting, the companys application for suspension of listing, resumption of listing and termination of listing of shares and convertible corporate bonds, listed company shares and convertible corporate bonds shall still be implemented in accordance with the current relevant regulations.
The notice of Shanghai Stock Exchange pointed out that the listing and termination of science and technology innovation board securities shall be governed by the relevant provisions of the Listing Rules of science and technology innovation board.
10. The listed company shall, in accordance with the new securities law and the relevant provisions of the CSRC and the exchange, do a good job in the registration of insiders of the insider information, fill in the insiders files of the insider information truthfully, accurately and completely when the specified matters occur, and report to the exchange in a timely manner.
The Shenzhen Stock Exchange said that in order to fully make the system connection and regulatory adaptation of the implementation of the new securities law, further optimize and improve the regulatory rules system of listed companies, it recently revised and issued the guidelines, which will come into effect on March 1.
First, seamless connection new securities law. We will improve the provisions on the disclosure of short-term transactions, information disclosure channels, temporary reports, voluntary information disclosure, the scope of insiders of insider information, public collection of shareholders rights, and disclosure of changes in equity, and issue the announcement format to clarify the specific disclosure requirements for each 1% increase or decrease of major shareholders shares, emphasizing that investors should be fully disclosed to make value judgments and investment decision-making places Required information.
Second, reduce the load and lose weight. On the one hand, cut the complexity and simplify to give more independent space to the market in terms of fund use during the period of fund-raising and replenishment, corporate governance of small and medium-sized boards, etc.; on the other hand, break the pieces into pieces, absorb and integrate the provisions of more than 20 business rules and guidance memoranda, create a friendly standard set that is convenient for inquiry and compliance, and improve the level of regulatory services.
Third, focus on key areas and key minority. Strengthen the supervision of high-risk areas such as external guarantee, performance commitment performance, goodwill impairment, etc., and strengthen the disclosure of controlling shareholders and actual controllers who lose contact, are investigated or take compulsory measures, are subject to major penalties and the independence requirements of their related parties.
The Shenzhen Stock Exchange said it would continue to implement the new securities law, do a good job in learning, training, publicity and interpretation, speed up the construction of a concise and efficient regulatory system of listed companies, improve the basic system of the capital market, further improve market transparency and efficiency, and comprehensively deepen the reform task of the capital market to promote the listing The companys high-quality development creates a good legal environment.
Shanghai Stock Exchange formulates guidelines for the submission of insiders of insider information
The newly revised Securities Law has improved the legal prohibition on insider trading, refined and broadened the scope of insider information and insiders. For this reason, Shanghai Stock Exchange has also formulated the guidelines for the submission of insiders of listed companies of Shanghai Stock Exchange (hereinafter referred to as the guidelines for insiders).
First of all, the informed person guidance implements the concept of staged disclosure, and effectively connects with the system of suspension and resumption. The insiders guide further strengthens the prevention and control of insider trading while meeting the requirements of the reform of the suspension and resumption system, which mainly clarifies that if a listed company plans major asset restructuring, share buyback, high transfer, tender offer, securities issuance and other matters, it shall timely submit the insiders file information; in case of major changes in the major asset restructuring plan or important disclosure In addition, the insider files of inside information shall also be submitted. At the same time, if there are other matters that may have a significant impact on the share price of a listed company, the SSE may require the company to submit insider information according to the insider guidance.
Secondly, the insider guidance improves the requirements of insider reporting and details the practical operation arrangement. In accordance with the newly revised Securities Law, the provisions of the CSRC on the establishment of the registration management system for insiders of listed companies and other relevant requirements, and in combination with regulatory practice, the listed companies shall clearly disclose seven types of situations, including major asset restructuring, high transfer and share buyback, and shall submit the list of insiders; disclose other situations that may have a significant impact on the stock price, and submit to the stock exchange The company can also be required to submit.
Third, further standardize the submission behavior and improve the quality of information submitted. According to the relevant provisions of the CSRC, the insiders guide highlights the responsibilities of listed companies and intermediary agencies, and clarifies that the board of directors of listed companies is the first person responsible for the reporting of insider information. The securities service agencies shall actively urge and assist the listed companies and relevant entities to perform their information reporting obligations in accordance with the law. At the same time, the insiders guide also specifies the relevant disciplinary measures for failing to submit as required and specified.
The insiders guide makes it clear that the board of directors of listed companies is the first responsible body to ensure the truthfulness, accuracy, completeness and timely submission of the information filled in, and the chairman of the company is the main responsible person; the securities service agency shall urge and assist the company and other obligatory bodies to complete the submission work in strict accordance with the insiders Guide. If the listed company and relevant subjects fail to submit the information in time as required, there are false records, major omissions and major errors in the submitted information, and the relevant subjects refuse to cooperate with the submission of the listed company, the SSE will take regulatory or disciplinary measures against the relevant responsible subjects according to the seriousness of the circumstances and consequences.
The Shanghai Stock Exchange stressed that it will guide listed companies and relevant parties to truthfully, accurately, completely and timely submit insider information and other information in accordance with the requirements of the insider guidelines, strengthen the verification of insider trading, and maintain the order of market trading. For those who fail to report as required, or deliberately conceal or omit to report, they will be investigated for responsibility in strict accordance with relevant requirements. At the same time, during the period of epidemic prevention and control, Shanghai Stock Exchange will continue to maintain the high-pressure attack on insider trading, effectively protect the interests of small and medium-sized investors, and purify the market ecological environment.
Comprehensive implementation and step-by-step registration system
The new securities law will definitely carry out the securities issuance registration system, and make a series of corresponding adjustments and regulations around it.
The main difference between the registration system and the previous approval system is that it streamlines and optimizes the conditions for the issuance of securities. Under the old approval system, the issuance of shares should be sustainable profitability, while under the registration system, the issuance of shares should be sustainable operation. This change is also reflected in the issue of corporate bonds. Under the approval system, the company needs to issue bonds and has the relevant requirements of net assets, while the registration system cancels the relevant requirements of net assets.
In addition, the difference between the registration system and the approval system lies in that, under the approval system, a companys domestic issuance of securities needs to be examined and approved by the issuance review committee before listing. The new securities law cancels the system of issuance examination committee, and the stock exchange can examine and verify the application for public issuance of securities.
However, this does not mean that from March 1, all sectors of A-share will implement the registration system. The CSRC previously said that the new securities law stipulates the implementation of the registration system for securities issuance, and authorizes the State Council to stipulate the specific scope and implementation steps of the registration system. It is expected that it will take some time for gem, especially the main board (small and medium-sized board) to implement the registration system. After the implementation of the new securities law, these sectors will continue to implement the approval system for a period of time. The concurrence of the approval system and the registration system does not conflict with the relevant provisions of the new securities law.
Cheng Hehong, director of the legal department of the CSRC, previously pointed out that the registration system is a major policy of the central government and a clear provision of the securities law, which must be resolutely implemented, which is beyond doubt. At the same time, the promotion of registration system is in place step by step. There are different parts and varieties of securities in the securities market. It is impossible to implement the registration system in an objective way. This is also a consideration that the State Council is authorized to make specific provisions on the specific scope and implementation steps of the registration system.
Raise illegal cost and establish class action
In addition, the new securities law has also improved and revised information disclosure, investor protection and other aspects to protect the implementation of the registration system. Among them, increasing punishment, increasing illegal cost, and establishing representative litigation system have attracted the attention of capital market.
The first is to raise the cost of breaking the law. In the new securities law, the punishment for various illegal acts has been strengthened. For example, for fraudulent issuance, a maximum fine of 600000 (in the case of non issued securities) or 5% of the raised funds (in the case of issued securities) can be imposed, and a maximum fine of 20 million or twice of the raised funds can be imposed; for illegal insider trading, a maximum fine of 5 times of the illegal income can be imposed, and a maximum fine of 10 times of the illegal income can be imposed.
Ping An Securities pointed out that the revision of the new securities law significantly increased the cost of illegal activities in order to reduce the illegal activities of listed companies and help improve the overall quality of the capital market. Tianfeng securities (6.550, - 0.63, - 8.77%) pointed out that providing legal protection for increasing the illegal cost, increasing the efforts to crack down on illegal activities and strengthening the protection of investors would be helpful to reduce the distortion of market pricing, improve the quality of listed companies and enhance the attractiveness of capital market in the long run.
In addition, the new securities law has added a special chapter on investor protection, which specifies that the investor protection institution is entrusted by more than 50 investors and can participate in the litigation as a representative, and register with the peoples court for the obligee confirmed by the securities registration and settlement institution.
In response, Peng Bing, a professor at Peking University Law School and director of the financial law research center, thinks that the provision is ingenious. First, in the civil procedure law, the number of representative litigation is uncertain, which does not break the provisions of Chinas civil procedure law. Second, the Investor Protection Agency replaces the lawyer to lead the litigation, which greatly reduces the possibility of excessive litigation and premature reconciliation
Clarify the functions and responsibilities of market participants
For the intermediary market, the new securities law mainly compacts the legal responsibility of gatekeeper in the intermediary market. Clarify the fault presumption and joint and several liability of the sponsor, the underwriting securities company and its direct responsible personnel for the injured investors when they fail to perform their duties; if the securities service agency fails to perform the duty of diligence, the maximum fine shall be 10 times of the business income, and if the circumstances are serious, the securities service business shall be suspended or prohibited.
As for the employees, the new securities law stipulates that the employees shall not directly or in a pseudonym or in the name of others hold or buy or sell stocks or other securities with equity nature, nor accept stocks or other securities with equity nature presented by others; the securities employees shall directly or in a pseudonym or in the name of others hold or buy or sell stocks or Other securities with the nature of equity shall be ordered to deal with the illegally held shares and other securities with the nature of equity according to law, the illegal income shall be confiscated, and a fine of less than the equivalent value of the purchased and sold securities shall be imposed.
For the regulators, the new securities law defines the responsibilities of the CSRC to monitor, prevent and deal with securities market risks in accordance with the law; extends the time limit for the CSRC to freeze and seal up illegal funds and securities in law enforcement; stipulates the system for the CSRC to take regulatory measures to prevent market risks and maintain market order; increases the administrative reconciliation system, the securities market integrity file system, and improves The system of banning the entry of the securities market stipulates that the subject who is prohibited by the market shall not engage in securities trading within a certain period of time.
In addition, the new securities law has also improved and revised the implementation of the policy of deregulation services, the cancellation of a series of related administrative licenses, the expansion of the scope of use of the securities law, and the establishment of a sound multi-level capital market system.
For the implementation of the new securities law, many institutions have also expressed their own views.
Li Zhan, chief economist of Zhongshan securities, believes that the new securities law has the greatest impact on the capital market by clearly implementing the securities issuance registration system in an all-round way, and changing the requirements for issuing shares from having sustainable profitability to having sustainable operation ability. At the same time, it also greatly simplifies the issuance conditions of corporate bonds and cancels the issuance audit committee system. The above changes will help to reduce the threshold for enterprises to enter the capital market, further improve the degree of marketization of the capital market, and stimulate market vitality.
CSCI (32.210, - 2.91, - 8.29%) pointed out that the promulgation of the new securities law marks another solid step on the road of marketization and legalization of Chinas capital market. It is expected that the comprehensive promotion of the registration system will further stimulate the vitality of the capital market, and the implementation of investor protection measures will further purify the capital market ecology.
Guosen Securities (11.770, - 0.78, - 6.22%) believed that as the fundamental law of Chinas capital market, the revision of the securities law is related to the ecological environment of the capital market and determines the institutional framework and development direction of the capital market for a long time in the future. This revision has been revised and improved in many aspects, such as the securities issuance system, the reform of stock issuance registration system, the improvement of illegal cost, the enhancement of investor protection, the enhancement of information disclosure, and the improvement of multi-level asset system. It is expected to fully coordinate the relationship among the government, market, enterprises and investors. The newly revised Securities Law lays a solid foundation for the long-term development of the capital market.
Galaxy Securities also pointed out that the reform of the securities law system is a major event, which will have a profound impact on the long-term trend of the capital market. A new era has begun. High quality listed companies with good performance and standardized corporate governance are expected to enjoy long-term premium; bad shell companies, companies with poor performance and poor corporate governance, poor company transactions are cold, and the door is empty. In the securities industry, the pressure of sponsors and relevant persons responsible for securities underwriting will be greater than before, which will benefit the securities companies with standardized risk control, and the securities companies with more loopholes.
According to Great Wall Securities, the new securities law is passed, and it is expected that CSRC will speed up the issuance of relevant supporting policies, implement the 12 key tasks of comprehensively deepening the reform of capital market at present and in the future, and push forward one by one, such as the implementation of the new refinancing regulations in the near future. The development of the securities industry is worth looking forward to. With the opening of the new year of investment banking equity, the pace may be adjusted due to the impact of the epidemic. From the current point of view, in the future, we will continue to select stocks based on diversified and balanced business structure: we will choose the leading large securities companies with relatively good performance, balanced business structure and diversified business structure. It mainly recommends Huatai Securities, Guotai Junan, Haitong Securities, etc., Hong Kong shares focus on CICC, etc.; and internet securities firm Dongfang wealth.
Many new regulations affect your life in March
In addition to the new securities law, a number of new regulations have been implemented. Novel coronavirus pneumonia affected the situation, many primary and secondary schools postponed the opening of the primary school to continue online teaching. In March, the TOEFL, IELTS and GRE examinations in mainland China were cancelled. In addition, the convenient and quick handling of illegal traffic of rental cars has been carried out nationwide, and the administrative measures for handling consumer complaints of banking and insurance industry has been implemented.
Universities and primary schools in Jiangsu, Shanghai, Anhui and other places postpone the opening of school and carry out online teaching
Jiangsu provincial government decided to close primary and secondary schools and kindergartens in Jiangsu Province before the end of February, according to a notice issued by Jiangsu Provincial Department of education on February 21. Since March, junior high schools and senior high schools in Jiangsu Province have continued to organize online teaching, and home-based learning guidance has been implemented in primary schools, senior middle schools and special education schools, and home-based life and learning guidance has been implemented in primary schools, first and second grades and kindergartens. The official time for primary and secondary schools to return to school will be determined and released according to the epidemic situation and after scientific assessment.
According to the Shanghai Municipal Education Commission, since March, online education has been carried out in primary and secondary schools in Shanghai (online education in primary and secondary schools starts from March 2), with no students attending the school. The follow-up study time will be determined after scientific assessment according to the epidemic situation. Once the date is determined, it will be announced to the public in advance.
Beijing Municipal Education Commission said on February 14 that the school opening time in Beijing was determined according to the development of the epidemic. In special periods, schools should guide students to study at home. On February 19, Beijing Municipal Education Commission also refuted the rumor that the Internet spread rumors about the opening Department of Beijing primary and secondary schools in early March, and stressed that at present, prevention and control of the epidemic is the primary task, and the opening time depends on the development of the epidemic.
Anhui, Shanxi, Guizhou and other provinces decided to postpone the start of school.
The TOEFL, IELTS and GRE examinations in mainland China were cancelled in March
Also affected by the epidemic, all TOEFL, IELTS and GRE tests in mainland China were cancelled in March.
On February 14, the official microblog of IELTS announced that all kinds of IELTS tests in March this year will be cancelled in mainland China from now on, and the test fee will be refunded to the individual application account of candidates in full. IELTS officials said they would apply for and arrange the IELTS test three months after the outbreak.
Nationwide comprehensive implementation of illegal traffic handling of rental cars
The Ministry of public security held a press conference to announce a number of measures to facilitate the people. Among them, from March 1, the national implementation of the rental car traffic illegal treatment is convenient and fast. The lessee can query and deal with the traffic illegal during the rental period through the traffic management 12123 mobile app, and the lessee driver will transfer the traffic illegal record to his name if he fails to accept the treatment in time.
This means that the lessee drivers no longer need to deal with traffic violations and travel in two places, but also reduce the operating burden of car rental enterprises.
Housing loan starts to change anchor the stock housing loan interest rate makes a smooth transition in the short term
In order to further deepen the LPR reform, the central bank issued a notice that commercial banks should officially switch the pricing benchmark of stock floating rate loans from March 1, 2020. In principle, the switching of the pricing benchmark of stock loan interest rates should be completed by August 31, 2020.
On the whole, the interest rate of stock housing loan will transition smoothly in the short term and will not change greatly. People in the industry say that the transition will be smooth at the time of conversion. In the medium and long term, the new policy has a greater chance to enjoy interest rate dividends.
On January 1, the peoples Bank of China announced a 0.5 percentage point reduction in reserve, further pushing down the cost of capital for banks. In such an environment, the basic interest rate of LPR will be further lowered in 2020. Experts pointed out that this will have a more positive impact on the housing loan interest rate.
Implementation of administrative measures for handling consumption complaints of banking and insurance industry
The administrative measures for handling consumer complaints of banking and insurance industry shall come into force as of March 1, 2020. The measures include general provisions, organization and management, complaint handling, working system, supervision and management, and supplementary provisions, totaling 45.
The measures specifies that consumer complaint refers to the behavior that consumers have disputes with bank insurance institutions or their employees due to purchasing bank or insurance products or receiving bank or insurance related services, and claim their civil rights and interests from bank insurance institutions.
In addition, the measures also make it clear that for consumption complaints with clear facts and simple disputes, the bank and insurance institutions shall complete the handling and inform the complainants within 15 days, and the handling period can be extended to 30 days if the situation is complex; if the situation is particularly complex or there are other special reasons, the handling period can be extended for another 30 days after the necessary approval procedure.