Original title: China Securities Regulatory Commission Solicits Opinions on Relevant Institutional Rules for Overseas Listings: Improve Supervision and Promote Institutional High-Level Opening-up
The China Securities Regulatory Commission solicits public opinions on the management of overseas listing of domestic enterprises
Improve supervision and promote institutional and high-level opening to the outside world
On December 24, the China Securities Regulatory Commission announced theAnd the Administrative Provisions on Listing (Draft for Solicitation of Comments) (hereinafter referred to as the “Administrative Provisions”) and the “Administrative Measures for the Recordation of Domestic Enterprises’ Overseas Issuance and Listing of Securities (Draft for Solicitation of Opinions)” (hereinafter referred to as the “Recording Measures”). Open for comments. The relevant person in charge of the China Securities Regulatory Commission stated that improving the regulatory system for overseas listing of enterprises is the need to support the development of enterprises using overseas capital market financing in accordance with laws and regulations, as well as the need to deepen the reform of overseas listing supervision “decentralization, regulation and service” and promote institutional and high-level opening to the outside world.
Overseas listing will implement unified filing management
The current regulations governing the overseas listing activities of enterprises, the “Special Provisions of the State Council on the Overseas Offering and Listing of Shares by Limited Companies” (hereinafter referred to as the “Special Provisions”) were formulated at the early stage of the development of my country’s capital market, which generally lags behind market practices and is no longer good Meet the needs of market development and high-level opening up. In this context, the China Securities Regulatory Commission, in conjunction with relevant departments, proposed a comprehensive revision of the “Special Provisions”, unified formulation of regulations governing the direct and indirect overseas listing activities of domestic enterprises, and drafted and formed the “Administrative Regulations” and the supporting “Registration Regulations”. Method”.
The “Administrative Regulations” mainly include four aspects: one is to improve the regulatory system, and to implement unified filing management for the direct and indirect overseas listing activities of domestic enterprises; the second is to strengthen regulatory coordination, establish a cross-departmental regulatory coordination mechanism for overseas listings, and security review mechanisms. Do a good job of convergence, improve cross-border securities supervision cooperation arrangements, and establish filing information notification mechanisms; third, clarify legal responsibilities, clarify the legal responsibilities for failure to perform filing procedures, falsification of filing materials and other violations of laws and regulations, and increase the cost of violations; fourth, Strengthen the inclusiveness of the system, combine the practice of expanding the opening up of the capital market and support the needs of enterprise development, clarify that under equity incentives and other circumstances, direct overseas issuance and listing can be issued to specific domestic entities, further facilitating “full circulation”, and relaxing overseas fundraising and distribution Currency restrictions on dividends meet the needs of companies to raise RMB overseas. The “Recording Measures” that accompany the “Administrative Regulations” clarify the scope of application of the record management and relevant certification standards, as well as clarify the main body of the record, the filing procedures, and the reporting requirements for major events.
The China Securities Regulatory Commission also listed a “negative list” for overseas listings to clarify the red line of supervision: for situations where listings and financing are clearly prohibited by laws and regulations, threats or endangers national security, there are major ownership disputes, and there are illegal and criminal behaviors, it is clearly not allowed to go. Overseas listing. Without setting additional thresholds and conditions, support domestic enterprises that comply with laws and regulations to use overseas capital markets for financing development.
Support enterprises to go public overseas in compliance with laws and regulations
Does the promulgation of relevant systems mean that the supervision of companies listing overseas is “tightened”? The relevant person in charge of the China Securities Regulatory Commission responded that the improvement of the regulatory system for overseas listing of domestic companies is not to tighten regulatory requirements, but to increase the certainty of the regulatory system, which reflects my country’s firm determination to promote the expansion and opening of the capital market, and helps to build a domestic and international dual cycle. A new development pattern that promotes each other.
Promoting the reform of overseas listing supervision is an inevitable requirement for supporting enterprises to use overseas capital market financing development in accordance with laws and regulations. The relevant person in charge of the China Securities Regulatory Commission stated that the attitude of the China Securities Regulatory Commission and relevant competent authorities to respect companies’ compliance with laws and regulations in choosing the place of listing on their own is consistent and clear, and the attitude of supporting companies in making good use of the two resources will not change. Improving the overseas listing supervision system and setting up “traffic lights” for companies’ overseas listing activities will provide the market with clear, transparent and operable rules and build a more mature, stable and predictable institutional environment.
Reform is an inevitable requirement for improving governance capabilities and the level of legalization of supervision. Comprehensive revision and improvement of relevant systems and regulations will help improve the scientific and standardized level of legal supervision and improve supervision efficiency. Filing management adheres to “open, manageable, and good service”, and does not review whether the company meets the requirements for issuing and listing overseas, and does not engage in disguised approval. The focus is on strengthening domestic and foreign regulatory coordination and consolidating the responsibilities of market entities. Let go and invigorate while regulating management.
Reform is an inevitable requirement for advancing institutional and high-level opening to the outside world. In recent years, some overseas listed companies have committed serious violations of laws and regulations, damaging the overall international image of Chinese companies, and adversely affecting Chinese companies’ overseas financing. Overseas listing is an important part of the two-way opening of China’s capital market. It improves the overall compliance level of Chinese companies’ overseas listing and helps to better play the active role of overseas listing in promoting technological progress, supporting enterprise development, and participating in international competition. It is also conducive to protecting the legitimate rights and interests of domestic and foreign investors, and promoting the standardized, healthy and orderly development of enterprises’ overseas listing activities.
The China Securities Regulatory Commission stated that in the future, it will continue to pursue development through opening up, promote development through regulation, and maintain unblocked overseas financing channels.
Start with increments and steadily advance the implementation of the system
The relevant person in charge of the Securities Regulatory Commission stated that it will ensure the smooth implementation of the filing management reform, which is mainly reflected in the system design:
One is to start with increments. For incremental start-up companies and stock companies that have undergone refinancing and other activities, the filing procedures shall be performed as required; the filing of other stock companies will be arranged separately and a sufficient transition period will be given.
The second is to distinguish between IPO and refinancing. Taking full account of the convenient and efficient characteristics of refinancing in overseas markets, differentiated institutional arrangements have been made for refinancing in terms of filing time and filing materials requirements, and it is well connected with overseas market practices to reduce the impact on the financing activities of overseas listed companies.
The smooth implementation of the filing management system is inseparable from domestic supervision coordination and cross-border supervision cooperation.
The relevant person in charge of the China Securities Regulatory Commission stated that it will establish a supervisory coordination mechanism with relevant domestic industry and field supervisory departments, strengthen policy linkage, information sharing and supervisory coordination, and improve the efficiency of filing. It will not require companies to go to multiple departments to take “roads” and run Approval, as much as possible to reduce the burden of corporate supervision. At the same time, the China Securities Regulatory Commission will cooperate to promote the relevant authorities to clarify the regulatory system rules in related fields and improve the predictability of policies.
In terms of cross-border securities regulatory cooperation, the China Securities Regulatory Commission will establish a filing information notification mechanism with overseas securities regulatory agencies, strengthen cross-border law enforcement cooperation, strengthen overseas listing regulatory information sharing, and jointly combat corporate financial fraud and other violations of laws and regulations, and maintain market fairness and order , Protect the legitimate rights and interests of investors, actively promote cross-border audit and supervision cooperation, and create a good regulatory environment for companies to list overseas.
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Editor in charge: Chen Youran