According to the requirements of system building, non intervention and zero tolerance, the CSRC said that in the next step, it will solidly promote the deepening of the reform of the new third board, continuously improve the basic systems, and improve the inclusiveness and accuracy. Meanwhile, it will crack down on financial fraud, information disclosure violations and serious dereliction of duty of the intermediary agencies, which disrupt the market order and prevent breaking through the barrier with illness, Purify the market ecology and protect the legitimate rights and interests of investors.
Blue Mountain technology is on file for investigation
According to the CSRC, on April 29, 2020, blue mountain technology announced the application documents for public offering such as stock prospectus (declaration draft) to unspecified qualified investors and listing at the selected level. In the process of self-discipline review and on-site inspection by China Securities Regulatory Commission (CSRC), it was found that the authenticity of information disclosure of Lanshan technology was in doubt, and it was suspected of violating the securities law and the measures for the supervision and administration of unlisted public companies. The CSRC initiated a case filing investigation on Lanshan technology in accordance with the procedures.
According to a person close to the regulator, since the 2015 annual report, the national equity transfer company has been focusing on the regular reports of blue mountain technology, and has successively urged the company to fulfill its obligation of information disclosure through various measures, such as public inquiry, regulatory feedback, and requiring intermediary agencies to explain. On April 29, 2020, Lanshan technology announced the application documents for public offering of shares (declaration draft) to unspecified qualified investors and listing at the selected level. In the process of self-discipline review, the national equity to equity companies have paid attention to the abnormal financial data and business model of the company. For the problems found in the review, they coordinated with the public offering review and inquired about them. According to the overall deployment of the public offering review work, we cooperated with the CSRC to conduct on-site inspection on the practice of blue mountain technology and related intermediary agencies.
Since the end of October, Lanshan technology has successively disclosed such announcements as resignation of directors, supervisors and senior executives, suspension of main business and freezing of bank accounts. The national equity to equity company immediately conducted public inquiries, requiring the company to explain the litigation related situation and the ability of sustainable operation, and asked the company to sponsor the bonds Check. At the beginning of November, blue mountain technology had replied to the inquiry letter. In view of the insufficient explanation, the national stock transfer company conducted a second inquiry in time, requiring the company to fully disclose important information in combination with external borrowing and the performance of directors, supervisors and senior executives.
Recently, the national equity transfer company has interviewed the directors, supervisors and senior managers of blue mountain technology, requiring them to perform their duties and responsibilities, standardize the performance of information disclosure obligations, fully reveal major risks, formulate risk response measures as soon as possible, and cooperate with the sponsor securities companies to do a good job in relevant work.
For the follow-up work, the national stock transfer company will cooperate with the relevant departments of the CSRC in case investigation and punishment, and strictly punish the illegal and illegal behaviors according to law, purify the market ecology and maintain the market order. At the same time, guide the company and the host securities companies to establish a communication and contact mechanism with investors, properly solve the demands of investors, and effectively protect the interests of investors.
Inclusion does not mean that there is no bottom line. Financial authenticity should be compacted
Blue Mountain technology became the first company to be investigated due to irregularities in the declaration of selected layers.
On April 29, blue mountain technology disclosed the application documents for public offering of shares (declaration draft) to unspecified qualified investors and listing on the selected layer, which was accepted on the same day. On May 13, Blue Mountain Technology received the first round of inquiries. On September 25, the national stock transfer company decided to terminate the listing review of its select layer. Since then, the stock price of blue mountain technology has fallen sharply by nearly 95%, and has become a fairy stock, with a market value of less than 100 million yuan. As of the end of June, the number of shareholders of blue mountain technology was 1718.
It should be emphasized that inclusiveness does not mean that there is no bottom line. As a national securities trading place established and supervised according to the securities law, the new third board is also a market under strict legal supervision. All participants in the market should abide by the law and adhere to the red line requirements of the law. As a public company, listed companies are the first person responsible for information disclosure, and should ensure that the information disclosure is true, accurate and complete; securities companies and securities service institutions should be conscientious and conscientious, and do a good job as a gatekeeper of the capital market. In accordance with the requirements of respecting the market and respecting the rule of law, the CSRC has always strictly performed its regulatory duties, focused on information disclosure, managed the what should be managed, urged all parties to return to their positions and fulfill their responsibilities, and established a healthy new third board market ecology.
The so-called bottom line is the new third board stock public offering management system system based on the conditions of public offering and the conditions of selecting the level to enter the stock market. Based on the system and rules, the national stock transfer companies should abide by the bottom line of standards and procedures. In terms of review standards, the conditions and requirements for public offering of stocks specified in the securities law and the measures for the supervision and administration of unlisted public companies shall be implemented in the public offering of stocks on the new third board: the enterprise shall have a sound and well functioning organization; it shall have sustainable profitability; it shall have unqualified opinions in the financial report of the latest three years; it shall operate in accordance with the law; the company and its controlling shareholders, as well as the actual situation There is no negative situation of the controller within the prescribed period. At the same time, according to the rules of public offering and hierarchical management measures of the new third board, the enterprises listed on the selective layer must be innovative companies listed on the new third board for more than 12 months, meet one of the four sets of financial and market value matching indicators, and there is no negative list of major violations of rules and regulations in the reporting period, and must meet the requirements of operational stability, R & D investment and clear ownership of major assets , horizontal competition, related party transactions and other applicable standards. In terms of the review process, the process nodes, quantitative completion time limit, comprehensive knowledge of the content requirements of various documents, strict discipline, ensure that the review work is open, transparent and efficient, the whole process of the review is posted on the Internet and accepted social supervision.
The main common characteristics of the review of the IPO of the new third board stock market are that the financial authenticity, operation compliance and information disclosure adequacy must be compacted.
In terms of financial authenticity, the first is to focus on the financial issues closely related to the issuance conditions and the selection level conditions, such as the confirmation of revenue and cost, the matching between the change of gross profit rate and the companys business, the compliance of the collection and accounting of R & D investment, and the cross checking relationship between cash flow and business and other financial data, so as to ensure the depth and breadth of inquiry. The second is to clarify the verification requirements, pay close attention to the verification procedures of intermediary agencies, refine the verification standards from the aspects of on-site verification, visit, supervision, letter confirmation, etc., and urge the intermediary agencies to conduct due diligence and audit in accordance with regulations.
In terms of business compliance, firstly, starting from the specific risks and business normative requirements of various industries, we should make a list and ask for business compliance issues. For example, for chemical and pharmaceutical production enterprises, we will focus on environmental protection, production safety, product quality, business license qualification, land and real estate. Second, strictly implement the negative list, and resolutely exclude major violations.
In terms of the sufficiency of information disclosure, the first is to urge the issuers to fully and fully disclose the information that is necessary for investors to make investment decisions and has significant impact; the other is to focus on the information disclosure related to the characteristics of small and medium-sized enterprises and fully disclose the unique risk factors. The second is to compact the responsibilities of intermediary agencies, refine the information disclosure obligations of intermediary agencies, urge sponsors and securities service agencies to fulfill the responsibility of information disclosure, effectively improve the quality of information disclosure, and achieve the goal of saying everything.
In terms of company operation, small and medium-sized enterprises are subject to the scale level and market development ability, and their business is concentrated in the industry segments. There are many phenomena such as concentration of regions and customers, high proportion of related transactions and equity pledge. Most of these situations are inevitable for small and medium-sized enterprises at a specific stage of operation and development. In the review of public offering, we can urge the issuers to ensure the accuracy and integrity of information by increasing the intensity of inquiry, and urge the intermediary agencies to ensure the authenticity of information and ensure the bottom line of information disclosure adequacy by improving the verification requirements.
In terms of governance norms, after listing on the new third board, the standardization of small and medium-sized enterprises has been gradually improved. However, during the reporting period of applying for public offering, there may be problems such as the disclosure of special investment terms in the early stage and the correction of accounting errors. This kind of problem is mainly a normal phenomenon in the process of small and medium-sized enterprises standardization, which should not be regarded as a substantive obstacle to the examination, but should be passed through the continuous supervision to promote the development of enterprise standardization.
The on-site inspection mechanism of the new third board was further improved
Under the background of comprehensively deepening the reform of the new third board, in order to implement the first-line supervision function of trading places, consolidate the information disclosure quality of listed companies, and urge relevant intermediary agencies to be diligent and responsible, the national stock transfer has enriched the on-site inspection function based on the existing off-site supervision such as supervision and inquiry according to the provisions of the measures for the supervision and administration of unlisted public companies.
In order to ensure that the inspectors perform their duties in a standardized manner, the national stock transfer companies have established and improved the on-site inspection working mechanism, formulated the on-site inspection work procedures and relevant normative guidance documents of listed companies, and restricted the start-up situation, inspection process and discipline of inspectors, and made clear the specific inspection methods. In practice, it has gradually formed a joint inspection mode with the overall coordination of the CSRC, the leading organization of local agencies, and the professional cooperation of national stock transfer companies, so as to give full play to the regulatory joint force of administration and self-discipline, and improve the supervision efficiency.
At this stage, the on-site inspection mainly takes the information disclosure of listed companies annual reports as the breakthrough point, selects the inspection objects by means of question oriented and random sampling, and focuses on the contents of corporate governance, information disclosure, production and operation, and financial authenticity. The inspection methods include reading bank flow, consulting contracts and vouchers, on-site inspection of production and operation status, and interview with key personnel u3002 If the inspection involves the practice of an intermediary agency, the extended inspection shall be conducted on whether the intermediary institution has fulfilled its duties and responsibilities.
Problems found in the inspection are classified according to their nature and degree: for general governance and credit quality problems, timely urge listed companies to rectify and standardize; for major governance and information disclosure problems, take regulatory measures as appropriate, and focus on follow-up supervision and audit; listed companies are suspected of financial fraud and other major violations, Timely transfer to relevant departments.
In the next step, the national equity to equity companies will continue to improve the on-site inspection mechanism, adhere to the normalization of annual report joint on-site inspection, increase problem-oriented on-site inspection, effectively standardize the listed company governance, improve the quality of information disclosure, zero tolerance to financial fraud, and effectively control the entrance gate of the selection level , compaction agency responsibility. In line with the principle of openness and fairness, the national equity companies will timely release the relevant information of on-site inspection to the market.