Investment banks welcome the new regulation of securities industry gold collar ecological reconstruction

category:Finance
 Investment banks welcome the new regulation of securities industry gold collar ecological reconstruction


1. We should strengthen the management responsibility of the sponsor agencies to the sponsor representatives, change the admission qualification examination of the sponsor representatives into the non admittance level evaluation test, and change the pre practice qualification management to the post practice registration management.

2. We should strengthen the self-discipline management of the practice behavior of the sponsor representative, and establish a continuous dynamic tracking and publicity mechanism for the practice behavior of the sponsor representative.

3. Refine the work requirements of key processes such as project contracting, project initiation, guidance, due diligence, recommendation, continuous supervision, etc., and compact the recommendation responsibility.

4. We should strengthen the internal accountability mechanism of the sponsor institutions, improve the model standard of diligence and responsibility, strengthen the sponsor cooperation of securities intermediary agencies, and promote the return of all parties to their positions.

5. Through improving the professional quality evaluation of sponsor institutions, classified management of sponsor representative list, publicity and promotion, and instant response and other self-discipline management mechanisms.

6. Improve the exemption conditions of professional competence evaluation test of sponsor representatives, which mainly considers the sponsor project experience.

7. Increase the provisions on the exemption of training hours for sponsor representatives, and specify the specific relief arrangements in the training rules for employees.

8. We should optimize the charging principle of recommendation business, standardize the market order, and help build a healthy competitive ecology of the industry.

9. To improve the internal accountability mechanism of the sponsor, the recommendation agency is required to clarify the performance norms and accountability measures of the recommendation business personnel.

10. In the future, two types of personnel can also become sponsor representatives in accordance with relevant provisions: one is the person who has certain business experience and supervision experience and is exempted from the test; the other is the personnel whose test results do not meet the basic requirements, but whose sponsor institution believes that they have professional ability and can verify the level of professional ability.

Compared with the draft, there are five modifications

The reform of securities issuance registration system is a major change in the basic system of capital market. The new securities law further clarifies the full implementation of the securities issuance registration system, the improvement of investor protection, and the compaction of legal responsibilities of gatekeepers in the intermediary market. The establishment of a unified and standardized business standard for the recommendation of securities issuance and listing is an important basis for the comprehensive implementation of the registration system in the multi-level capital market. It is of great significance to promote a gatekeeper mechanism with clear rights and responsibilities, coordinated operation, mutual restriction and respective responsibilities.

There are six chapters and 51 articles in the rules of recommendation business. The main features and contents are embodied in the following four aspects:

The first is to adjust the management mode of the sponsor representative, strengthen the management responsibility of the sponsor agency to the sponsor representative, change the admission qualification examination of the sponsor representative into the level evaluation test of the non admittance type, change the pre practice qualification management into the post practice registration management, strengthen the self-discipline management of the sponsor representatives practice behavior, and establish a continuous dynamic tracking and publicity mechanism for the sponsor representatives practice behavior.

The third is to improve the responsibility system of the sponsor, strengthen the internal accountability mechanism of the sponsor, improve the model standard of diligence and responsibility, strengthen the sponsor cooperation of securities intermediary agencies, and promote all parties to return to their positions and fulfill their responsibilities, so as to form a market force.

The fourth is to build a market-oriented mechanism of self-discipline, moral restraint, integrity constraint and reputation constraint by improving various self-discipline management mechanisms such as professional quality evaluation of sponsor institutions, classified management of sponsor representative list, publicity and promotion, and immediate response.

From June 19 to 24, 2020, the China Securities Association solicited opinions from securities companies and regulatory authorities on the business rules for recommendation, and received nearly 60 feedback. There are five aspects of adjustment and improvement

The first is to improve the exemption conditions of professional competence evaluation test of sponsor representatives, which mainly considers the sponsor project experience.

The second is to increase the provisions on the exemption of training hours for sponsor representatives, and the specific relief arrangements will be specified in the training rules for practitioners.

The third is to optimize the charging principle of recommendation business, standardize the market order, and help to build a healthy competitive ecology in the industry.

The fourth is to improve the internal accountability mechanism of the sponsor, requiring the sponsor to clarify the performance norms and accountability measures of the recommendation business personnel.

Fifthly, refine the standard of due diligence responsibility of recommendation agencies and compact the responsibilities of intermediary agencies.

The evaluation test of the level of insurance generation is adjusted to non admittance test

The most important modification of the rules of recommendation business is to change the registration management of the sponsor representative into the self-discipline management after the event, which is different from the prior admission qualification management. Under the current mode, the right to judge and decide whether the sponsor representative meets the relevant practice conditions is handed over to the recommendation agency. Before employing a sponsor representative, a recommendation institution shall conduct a careful investigation on his / her employment experience, honest information, violation of laws and regulations, etc., to ensure that he / she meets the requirements for employment. On the premise of meeting the relevant conditions, the sponsor shall register with the association in accordance with the relevant provisions.

At the same time, the new Securities Law stipulates that employees should have the professional ability to engage in business. The administrative measures for the recommendation business of securities issuance and listing requires that the sponsor representative should be proficient in the professional knowledge of law, accounting, financial management, taxation, audit and other related professional knowledge of the recommendation business. The evaluation test of the professional competence level of the sponsor representative is a way to verify whether the proposed sponsor representative is proficient in the relevant professional knowledge and has the required professional ability, but it is not the only way, nor is it the necessary precondition to become a sponsor representative. According to the administrative measures for the recommendation business of securities issuance and listing and the rules for recommendation business of securities companies, the following two types of personnel can also become the sponsor representative in the future according to the relevant provisions: one is the personnel who has certain business experience and supervision experience and is exempted from the test; the other is that the test results do not meet the basic requirements, but the sponsor institution thinks that they have professional ability and can A person who verifies the level of professional competence.

Specifically, the Securities Association of China shall organize the evaluation test on the professional competence level of the sponsor representative to verify whether the proposed sponsor representative is proficient in the professional knowledge of the relevant laws, accounting, financial management, taxation, audit and so on, so as to reach the corresponding professional ability level. If the evaluation and test results of professional competence level fail to meet the basic requirements, the sponsor institution shall issue a written statement and provide sufficient materials to verify its professional competence level, and it shall complete 90 class hours of recommendation business related training within the latest six months. The association will publicize the relevant materials and their professional competence evaluation test results.

The materials provided including any four of the following are considered sufficient:

First, have more than eight years of relevant business experience of recommendation;

Second, in the past three years, he has served as a member of the project team in two securities issuance projects in line with the provisions of Article 2 of the sponsor measures;

Third, have a masters degree or above in finance, economics, accounting and law related majors;

Fourth, to obtain the national legal professional qualification;

The fifth is to obtain the qualification of national certified public accountant.

If one of the following conditions is met, it can be regarded as mastering the professional knowledge of relevant laws, accounting, financial management, taxation, auditing, etc., and has reached the corresponding professional ability level, and does not need to participate in the evaluation test of professional ability level, including securities issuance with more than 10 years of relevant business experience of recommendation and in accordance with Article 2 of the recommendation measures in the past two years He has served as the Project Co sponsor and other major members in the project, and has been engaged in the supervision of securities issuance and listing recommendation for more than 10 years.

Strengthen the practice standard of recommendation and clarify the charging principle

The first is to require the sponsor institutions to formulate clear and reasonable charging principles for recommendation business, and determine the charging principles from seven aspects of institutions, personnel and business.

The second is to strengthen the responsibilities of the sponsor representative, requiring the sponsor representative to participate in the whole process of project implementation, and conduct due diligence and prudent verification in accordance with relevant provisions.

It is required to conduct a preliminary investigation on the anti money laundering and anti money laundering insiders management before the establishment of the project.

Fourth, strengthen the listing guidance work, further improve the sponsors attention to the guidance work, and urge the issuers to continuously improve the corporate governance.

Fifthly, the recommendation agency and its sponsor representative should record the scope, steps and contents of due diligence in the due diligence working draft and other documents.

The seventh is to strengthen the internal control requirements in the aspects of incentive mechanism, independence and honest employment of sponsor institutions, and promote the construction of clean culture in the industry.

In terms of charging principles, the rules of recommendation business clearly states that the following factors should be taken into consideration in determining the charging principles of recommendation institutions: including the time, energy and other corresponding costs required by the sponsor, the sponsor representative, and other personnel engaged in the recommendation business; the nature, innovation and complexity of the recommendation business; and according to the requirements of the issuer The special time limit determined by the actual situation; the experience, reputation and ability of the recommendation institution, the recommendation representative and other personnel engaged in the recommendation business; the continuous responsibility and risk of the recommendation business; the actual cost of the recommendation agency; and other reasonable factors that should be considered.

Recommendation institutions should improve the internal accountability and self-discipline mechanism

The sponsor business rules require the sponsor to establish and improve the internal accountability mechanism, clarify the performance standards and accountability measures of the recommendation business personnel, record in detail the specific work of the sponsor project personnel and their role in the project in the due diligence working paper, and implement the responsibility to the person. Further improve the cooperation mechanism of securities intermediaries, improve the quality of practice, improve the efficiency of practice, and promote the formation of market forces.

In terms of self-discipline management, the sponsor business rules adhere to the differentiated positioning of self-discipline management and administrative supervision, highlight the forward-looking guidance and preventive normative role of self-regulation management, and build a market-oriented mechanism of self-discipline, moral constraint, integrity constraint and reputation constraint by improving the market-oriented function of self-regulation measures.

The second is to establish a classification mechanism for the list of sponsor representatives. Based on the integrity, professional ability and practice, the sponsor representatives are managed dynamically and classified. Through market constraints and reputation constraints, the sponsor representatives can spontaneously form the endogenous motivation of being conscientious and diligent and the self binding force of honesty, trustworthiness, honesty and self-discipline, so as to continuously improve the moral level and professional ability and practice with high quality.

The third is to establish a publicity mechanism for illegal projects of sponsor business. According to the punishment decisions made by the Securities Regulatory Commission, the stock exchange, national stock transfer companies, associations and other industry self-discipline organizations, the information of illegal and illegal projects shall be publicized.

The fourth is to establish the demonstration practice promotion mechanism. Collect the demonstration practice of sponsor business innovation, due diligence, internal control, electronic construction of working papers, and promote them to the industry after performing the corresponding procedures, so as to guide the industry to improve benchmarking.

The fifth is to establish an electronic submission mechanism for the working papers of the recommendation business. To supervise and urge the sponsor institutions to strengthen the management of working papers, and to share the working papers information with the CSRC, the stock exchange and the national stock transfer companies.

Sixth, establish the implementation mechanism of immediate response. Timely respond to the situation that the sponsor, its representative and other personnel engaged in the recommendation business make improper remarks on securities business, malicious competition, violation of public order and good customs, which may damage the image of the industry.

Establish a classification mechanism for the list of sponsor representatives

In order to further strengthen the self-discipline and restraint on the recommendation representatives, promote the honesty and faithfulness, diligence and responsibility of the sponsor representatives, and continuously improve the level of professional ability and the quality of practice, the China Securities Association has established a classification mechanism for the list of recommendation representatives, which publicizes the implementation of the business, evaluation of professional competence, integrity information and punishment measures of the sponsor representatives Sponsor representatives implement dynamic classification management.

On the basis of consulting the regulatory authorities and the industry in the early stage, three kinds of lists have been established

The first is the list of comprehensive practice information of the sponsor representatives (list a). According to whether there is bad credit information within the validity period and whether the evaluation and test results of professional competence level meet the basic requirements, the practice information of all sponsor representatives is classified and publicized; the second is the list of recommendation representatives whose professional competence is verified by the institution where they belong and whose results of professional competence evaluation test fail to meet the basic requirements (List B), publicize the verification materials of professional competence level of relevant sponsor representatives, scores of professional competence evaluation test and practice information; third, the list of sponsor representatives (list C) who have been subject to the administrative supervision measures of the CSRC, disciplinary actions of industry self-discipline organizations or self-discipline management measures in the past three years, and publicize the punishment and practice information of relevant sponsor representatives u3002 Through the establishment of the classification mechanism of the list of sponsor representatives, the integrity constraints, moral constraints, reputation constraints and market constraints are formed. Source of this article: Yang Bin, responsible editor of securities companies in China_ NF4368

First, the comprehensive practice information list (list a) of the sponsor representatives. According to the existence of bad credit information and professional ability level within the validity period, evaluate whether the test results meet the basic requirements, and publicize the practice information of all sponsor representatives by classification;

The third is the list of recommendation representatives (list C) who have been subject to the administrative supervision measures of the CSRC, disciplinary actions of industry self-discipline organizations or self-discipline management measures in the past three years, and publicize the punishment and practice information of relevant recommendation representatives. Through the establishment of the classification mechanism of the list of sponsor representatives, the integrity constraints, moral constraints, reputation constraints and market constraints are formed.