Just now, the Beijing Stock Exchange (hereinafter referred to as the “Beijing Stock Exchange”) has issued a review of the “Beijing Stock Exchange Stock Listing Rules (Trial)” (referred to as the “Listing Rules”) and “Beijing Stock Exchange Trading Rules (Trial)” (referred to as ” “Trading Rules”), “Beijing Stock Exchange Member Management Rules (Trial)” (referred to as “Member Management Rules”) announced, and solicited opinions from the society.
BrokerageThe Chinese reporter has learned that the Beijing Stock Exchange will subsequently solicit market opinions on the implementation of self-discipline rules related to audit duties under the public offering registration system.
Focus 1: Four sets of “financial + market value” conditions for the selection layer of the listing shift
The “Listing Rules” adhere to the principles of marketization and rule of law, centering on the overall goal of improving the quality of listed companies, and strengthening the regulatory concept centered on information disclosure.The Beijing Stock Exchange’s existing hierarchical management, corporate governance, information disclosure, and stock suspensionResumption of tradingSuch individual business rules have been systematically integrated, and at the same time, the mature experience of the current listed company supervision has been absorbed and drawn, and the overall supervision structure of the listed company and the whole chain supervision arrangement have been formed.
In terms of content, the “Listing Rules” include four parts: issuance and listing, continuous supervision, delisting mechanism, and regulatory handling. Among them, for the issuance and listing of enterprises, the “Listing Rules” clarified the listing conditions and procedures, listing sponsorship and continuous supervision, and the management of raised funds.
In keeping with the listing conditions of the selected layer, the Beijing Stock Exchange has set four sets of standards for market value conditions and financial conditions, which are relatively inclusive.The standard focuses on financial indicators, and market value plays a supporting role; standard two focuses on market value standards and adapts to companies with a clear profit model and rapid business development; standard three is aimed at companies with certain R&D capabilities and R&D achievements have initially achieved business income; standard four is mainly Innovative unprofitable enterprises that are highly recognized by the market and have strong R&D and innovation capabilities.
At present, the 66 companies listed on the select floor are all applicable to the four sets of standards. This set of indicators shows good adaptability.Among them, most companiesNet profitStandard requirements enter the selection layer. According to its calculations, the number of companies that meet the four sets of financial conditions at the innovation level and the basic level is currently sufficient, and the Beijing Stock Exchange has sufficient reserves of reserve listed companies.
Concern 2: Information disclosure requirements are more specific, and the continuous supervision system is cancelled
According to the “Listing Rules”, the Beijing Stock Exchange has made four adjustments to the continuous supervision of listed companies on the Beijing Stock Exchange based on the continuous supervision experience of the selected level:
First, the corporate governance standards have been more optimized. The “Listing Rules” increased the circumstances under which independent directors should express opinions, and promoted independent directors to play a greater role; expanded the scope of the main body of capital occupation to holdingshareholder, The actual controller and its related parties, keep a close eye on the “critical minority”; clarify that no new horizontal competition that affects the ability to continue operations should be added to ensure the independence of listed companies.
Second, the information disclosure requirements are more specific. The “Listing Rules” detailed the specific requirements for voluntary disclosure, exemption of disclosure, deferred disclosure, industry and risk information disclosure, and established a unified insider management and reporting system to strictly prevent illegal acts such as insider trading.
Three isTrading suspensionManagement is more stringent. The “Listing Rules” follow the supervisory principle of “less stop, short stop, and phased stop”, requiring listed companies not to abuse the trading suspension and resumption mechanism to ensure the continuity of market transactions.Among them, planning for major assetsReorganizationOr issue shares to purchase assets,SuspensionThe time is compressed to no more than 10 trading days; if other major matters are planned, no more than 5 trading days; if the resumption of trading is postponed due to special circumstances, the total duration of continuous trading suspension shall not exceed 25 trading days.
Fourth, the main responsibility is clearer, and the “lifetime” continuous supervision of the host brokerage is no longer implemented. The sponsor will perform the continuous supervision responsibility within the specified period, that is, the responsibility of the sponsor. At the same time, in order to ensure a smooth transition, in the initial stage of the Beijing Stock Exchange, The continuous supervision agreement signed by the listed company and the lead broker must continue to be implemented, and the information disclosure and daily business shall still be handled in accordance with the current model. The Beijing Stock Exchange will clarify the follow-up system arrangements as soon as possible.
Concern 3: Starting from 100 shares, the increment will be in units of 1 share
The “Trading Rules” as a whole continues the selection layer’s trading system with continuous bidding as the core, and the main contents include:
The first is to implement a 30% price increase and decrease limit to give the market sufficient room for price gaming and ensure the efficiency of price discovery.
The second is that there is no limit on the price increase or decrease on the first day of listing, and a temporary suspension mechanism is implemented, that is, when the intraday transaction price rises or falls by 30% or 60% or more than the opening price for the first time, the intraday temporary suspension for 10 minutes, and the trading will be resumed. Call auction.
The third is to set the effective price range of 5% above and below the benchmark price for the price limit declaration during the continuous bidding period, and adopt price limit protection measures for the market price declaration.
Fourth, the minimum number of trading declarations is 100 shares, and each declaration can be incremented by 1 share.
Fifth, if the number of a single declaration is not less than 100,000 shares or the transaction amount is not less than 1 million yuan, it can bebig deal。
The Beijing Stock Exchange has also reserved institutional space for the introduction of a market-making mechanism and the implementation of mixed trading.
Focus 4: Financial delisting that meets the requirements can be returned to the innovation layer and the basic layer
The “Listing Rules” clarified the delisting system of the Beijing Stock Exchange, and the main contents mainly include:
The first is the delisting standard, that is, “who should withdraw”. The “Listing Rules” clarified the arrangements for the active and mandatory delisting of the Beijing Stock Exchange. Forced delisting is divided into four categories: transaction, financial, regulatory, and major violations. Among them, the inspection period for compulsory financial delisting is 2 years, and the indicators are not cross-applicable.
The second is the delisting procedure, that is, “how to withdraw”. The “Listing Rules” stipulated the CBEX delisting risk warning system as a pilot system for compulsory delisting; it clarified that compulsory delisting should be reviewed by the Listing Committee to ensure the seriousness and prudence of delisting decisions.
The third is the destination of the delisting, that is, “where will the delisting go?” According to the “Listing Rules”, delisted companies that meet the conditions of the NEEQ basic or innovation level are encouraged to enter the corresponding level of listing and trade and continue to develop; if there are major violations of the law and do not meet the listing conditions, they will be transferred to the delisted company sector. At the same time, delisted companies on the Beijing Stock Exchange can apply for relisting if they meet the requirements for relisting.
Focus 5: Innovative mechanism arrangements, for cashDividendsNo mandatory requirement
In terms of corporate governance of the Beijing Stock Exchange, some institutional innovations in the supervision of listed companies on the Shanghai and Shenzhen Stock Exchanges have effectively balanced the costs and benefits of SMEs in the capital market. For example, there is no hard requirement for the cash dividend ratio of listed companies on the Beijing Stock Exchange, and companies are encouraged to “do what they can” according to their actual conditions. For equity incentives, it is allowed to reasonably set an option exercise price lower than the stock market price under the premise of full disclosure and fulfillment of the corresponding procedures, so as to enhance the incentive effect.
Focus 6: Membership management system compatible with corporate exchanges
The relevant person in charge of the National Equities Exchange and Quotations said that the Beijing Stock Exchange, as a corporate exchange, implements membership management, and that members are the qualified carrier for securities companies to conduct business. Different from membership exchanges, members do not have property ownership in corporate exchanges.
The implementation of membership management is to implement the clear requirements of the upper law on stock exchanges. There are many mature practices in domestic and foreign corporate transactions. The “Member Management Rules” draws on the reference, focusing on the risk control of member transactions, customer management, and trading. Information usage and technical system management are required to strengthen the supervision mechanism and urge members to perform their duties in various business activities.
(Source: Brokerage China)