How should a scientific, standardized, easy-to-understand, and effective regulatory system for listed companies be constructed? After 30 years of development, my country’s capital market has gradually established a “law to follow” framework, and has also begun to “repair” the complex and numerous laws and regulations in the field, so that market entities have rules to follow, The law is flowing”.
On the evening of December 10, the Shanghai Stock Exchange publicly solicited opinions on the revision of the Shanghai Stock Exchange Stock Listing Rules (hereinafter referred to as the “Stock Listing Rules”).
The stock listing rules are an important part of the self-regulatory regulatory system of listed companies. This review and integration is not only the implementation of the “system building” policy, but also the practice of the concept of “I do practical things for the masses”; it emphasizes vigorously streamlining. Optimize the Shanghai Stock Exchange’s own rules system, and pay attention to the complementary functions of the rules of the China Securities Regulatory Commission and the coordination between the Shanghai and Shenzhen Stock Exchanges. The core is that by improving the friendliness of market rules, all parties involved in the market can “learn the law” and “usage” more simply and clearly, thereby enhancing the sense of acquisition of market entities.
After the integration, the above-mentioned rule system will be structured into three levels: stock listing rules, self-regulatory guidelines, and self-regulatory guidelines; in terms of quantity, the original more than 100 on the main board will be merged into 37, of which 15 are commonly used rules; In terms of content, the terms of the same information disclosure business that are duplicated, overlapped or dispersed in various rules are integrated into unified and clear special rules.
It is worth noting that this integration of the rule system is closer to an “indoor storage” rather than a “major demolition and major reform”. The main principle followed in the process is “set up the system framework and avoid major changes in content”.
Turn the complexity into concise and friendly
After years of accumulation, the self-regulatory rules system for listed companies has been gradually improved, which has become an important basis for listed companies to fulfill their information disclosure obligations, manage information disclosure affairs, and handle information disclosure businesses. However, at the same time, problems such as the excessive number of existing rules, complex levels, and scattered regulations have become increasingly prominent, which has brought certain inconvenience to market players in consulting, mastering, and using laws and regulations.
How to reduce the cost of “learning the law” and “usage”? It is imperative to optimize the rule system, improve the content of the rules, and streamline the number of rules. Specifically, this revision of the rules is mainly adjusted from the following three aspects:
One is to merge and integrate the requirements of upper-level laws and regulations. For example, the system and norms of corporate governance in the upper-level rules are integrated, unified into the new “corporate governance” chapter, and clarified and detailed.
The second is to smoothly connect with the lower-level business rules. Improve the absorption of important normative requirements in the lower-level rules, and the contents that are too specific or need to be revised frequently in practice are lowered to the lower-level rules.
The third is to confirm the consensus practices in practice through rules. There are gaps in rules in daily supervision, but listed companies are already more familiar with the practices that investors are more recognized by, and they are confirmed through rules to form a unified and open regulatory standard.
The integrated self-regulatory regulatory system will form 12 self-regulatory guidelines under the stock listing rules, including standardized operation, major asset restructuring, suspension and resumption of trading, as well as two self-regulatory guidelines on announcement format and business handling, corresponding to general regulations, special regulations, Standardize the system functions for the preparation and release of announcements and facilitating business processing.
Remove the complex, simplify the structure, and have a clear structure
While the rules are “decreasing”, how to “enhance” the overall quality? Methodology is undoubtedly crucial.
Specifically, the first is to reduce the hierarchy: this integration streamlines the long-formed more complicated rule system, and integrates the original basic rules, detailed rules, guidelines, notices and guidelines and other rule categories into a stock listing rule as the center. The self-regulatory guidelines and self-regulatory guidelines are a three-tier system of detailed and supplementary rules. Among the commonly used rules, business guidelines are uniformly named “Guidelines for the Self-Regulatory Supervision of Listed Companies”, and business guidelines are uniformly named “Guidelines for the Self-Regulatory Supervision of Listed Companies”.
The second is merging and integrating: horizontal merging of similar matters scattered in different rules, forming four major categories of information disclosure, corporate governance, mergers and acquisitions and restructuring, and regulatory responsibilities. For example, integrating more than ten existing business rules related to corporate governance and standard operation, and formulating the “Guidelines for the Self-Regulatory Supervision of Listed Companies No. 1-Standard Operation”.
The third is unified numbering: common business rules under the stock listing rules are included in number management to facilitate the identification and query of market entities. For rules that have been revised soon or have been used with good results, the content will not be modified, and only numbering will be processed.
The fourth is to clarify the standard: do a good job in the connection of upper and lower rules, keep the detailed normative content of the stock listing rules in the self-regulatory guidelines, submerge operational and manageable matters into the self-regulatory guidelines, and pay attention to the inter-rule The harmonization and unification of regulations; comprehensively sort out the normative requirements originally scattered in lower-level documents such as guidelines and notices, and abolish the unsuitable regulations; incorporate reasonable regulatory standards implemented in practice into the rules and disclose them to the market. Avoid “pocket rules” and “invisible thresholds”. For example, the optimization and streamlining of the disclosure content of the repetition of the major restructuring guidelines and the simplification of the disclosure requirements related to restructuring suspensions were named “Guidelines for the Self-Regulatory Supervision of Listed Companies No. 4-Suspension and Resumption of Trading”.
It is reported that the Shanghai Stock Exchange will solicit public opinions from listed companies on other business rules in addition to the stock listing rules.
It should be noted that the existing rule system structure of the Sci-tech Innovation Board is relatively clear, and this time only unified naming and numbering are given.
(Editor in charge: Cai Qing)