China Securities Regulatory Commission on Further Promoting
Opinions on the reform of new share issuance
2013165438+1October 30th
To implement the requirement of "promoting the reform of the stock issuance registration system" in the Decision of the Third Plenary Session of the 18th CPC Central Committee, we must further promote the ipo reform, clarify and straighten out the relationship between the government and the market in the process of issuing new shares, speed up the regulatory transformation, improve the quality of information disclosure, strengthen market constraints, promote the return of responsibilities of all market participants, and lay a good foundation for implementing the stock issuance registration system. The general principles of the reform are: adhere to the orientation of marketization and legalization, comprehensively implement policies, treat both the symptoms and the root causes, further rationalize the operation mechanism of issuance, pricing and allotment, give play to the decisive role of the market, strengthen market supervision, safeguard market fairness, and effectively protect the legitimate rights and interests of investors, especially small and medium-sized investors.
The first is to promote the market-oriented issuance mechanism of new shares.
(1) Further advance the disclosure time of the prospectus and strengthen social supervision. After the issuer's prospectus is formally accepted, it will be disclosed on the website of China Securities Regulatory Commission.
(2) After the prospectus is disclosed in advance, the relevant information and financial data of the issuer shall not be changed at will. During the audit, if it is found that the information recorded in the issuer's application materials is self-contradictory, or there are different expressions and substantial differences on the same fact, the China Securities Regulatory Commission will suspend the audit and will no longer accept the issuance application recommended by the relevant sponsor representative within 12 months. If the application documents and relevant legal documents submitted by issuers and intermediaries are suspected of false records, misleading statements or major omissions, they shall be handed over to the inspection department for investigation, and if they are put on file for inspection, the application for issuance recommended by relevant intermediaries shall be suspended; If it is verified by verification, the issuer's application for stock issuance will no longer be accepted within 36 months from the date of confirmation, and the responsibilities of intermediaries and related parties will be investigated according to law.
(3) Information disclosure is the center of stock issuance audit.
As the first person responsible for information disclosure, the issuer shall provide authentic, complete and accurate financial and accounting information and other materials to the intermediary in time, and fully cooperate with the intermediary to carry out due diligence.
The sponsor institution shall strictly perform its statutory duties, abide by business rules and industry norms, carefully check the issuer's application documents and information disclosure materials, supervise the issuer's standardized operation, check the professional opinions issued by other intermediaries, make professional judgments on whether the issuer has sustainable profitability and meets the statutory issuance conditions, and ensure that the issuer's application documents, prospectus and other information disclosure materials are true, accurate, complete and timely.
Accounting firms, law firms, asset appraisal institutions and other securities service institutions and personnel must strictly perform their statutory duties, check and verify the relevant business information of the issuer in accordance with the industry's business standards and practice norms, and ensure that the relevant professional documents issued are true, accurate, complete and timely.
The issuance supervision department of China Securities Regulatory Commission and the stock issuance audit committee shall review the legality and compliance of the issuance application documents and information disclosure according to law, and shall not judge the profitability and investment value of the issuer. If it is found that there are violations of laws and regulations in the application documents and information disclosure, the responsibility of the relevant parties should be strictly investigated.
Investors should carefully read the information publicly disclosed by the issuer, independently judge the investment value of the enterprise, independently make investment decisions, and bear the risks brought by the issuer's operation and income changes after the stock issuance according to law.
(4) The China Securities Regulatory Commission shall, within three months from the date of accepting the application documents for securities issuance, make a decision on approval, suspension of examination, termination of examination and disapproval in accordance with legal conditions and procedures.
(5) When the issuer issues new shares to the public for the first time, it encourages the original shareholders who have held shares for three years to transfer some old shares to investors, so as to increase the proportion of tradable shares of the newly listed company. After the transfer of the old shares, the actual controller of the company shall not be changed. The specific plan for the transfer of old shares shall be publicly disclosed in the company's prospectus and issuance announcement.
The issuer shall reasonably determine the number of new shares to be issued according to the capital demand of the fundraising project. If the number of new shares is less than the statutory listing conditions, the number of shares publicly issued can be increased by transferring old shares. If the new shares are oversubscribed, the old shares should be reduced accordingly.
(6) Pilot enterprises applying for initial public offering of shares may apply for issuing corporate bonds in advance. Encourage enterprises to raise funds through the combination of stocks and bonds.
(7) After the issuer has passed the audit meeting and fulfilled the post-meeting procedures, the China Securities Regulatory Commission will approve the issuance, and the issuance time of new shares will be chosen by the issuer.
(8) Extend the validity period of the approval document for initial public offering to 12 months.
From the date of obtaining the approval document to the public offering, the issuer shall refer to the information disclosure requirements of the listed company's periodic report, timely modify the contents of the information disclosure document, supplement the relevant data of the financial accounting report, and update the pre-disclosed prospectus; In case of major post-meeting events during the period, the issuer shall promptly report to the China Securities Regulatory Commission and make an explanation; Sponsors and relevant intermediaries shall continue to perform their due diligence obligations. In case of major post-meeting events of the issuer, the China Securities Regulatory Commission shall decide whether it is necessary to re-submit it to the issuance review meeting for deliberation according to the review procedures.
Two, strengthen the issuer and its controlling shareholder and other responsible subjects of the obligation of good faith.
(1) Strengthen the market restraint on relevant responsible subjects.
1. The controlling shareholder, directors and senior managers of the issuer shall publicly promise in the public offering and listing documents that if they reduce their holdings within two years after the lock-up period expires, the reduction price shall not be lower than the issue price; If the closing price of the company's shares is lower than the issue price for 20 consecutive trading days within 6 months after listing, or the closing price is lower than the issue price at the end of 6 months after listing, the lock-up period of holding the company's shares will be automatically extended for at least 6 months.
2. The issuer and its controlling shareholders, directors and senior management personnel shall put forward a plan to stabilize the company's share price when the company's share price is lower than the net assets per share within three years after listing in the documents of public offering and listing, and the plan shall include the specific conditions for starting the stock price stabilization measures and the specific measures that may be taken. Specific measures may include the issuer's repurchase of the company's shares, and the controlling shareholder, company directors and senior management personnel increase their holdings of the company's shares. The above-mentioned personnel shall announce the specific implementation plan in advance when starting the stock price stabilization measures.
3. The issuer and its controlling shareholder shall publicly promise in the public offering and listing documents that if there are false records, misleading statements or major omissions in the issuer's prospectus, which will have a significant and substantial impact on judging whether the issuer meets the issuance conditions stipulated by law, all the new shares issued in the initial public offering will be repurchased according to law, and the controlling shareholder of the issuer will repurchase the original restricted shares that have been transferred. The issuer and its controlling shareholders, actual controllers, directors, supervisors, senior managers and other relevant responsible subjects shall publicly promise in the public offering and listing documents. If the issuer's prospectus contains false records, misleading statements or major omissions, thus causing investors to suffer losses in securities trading, they will compensate investors according to law.
Securities service institutions such as recommendation institutions and accounting firms should publicly promise in the documents of public offering and listing that if the documents produced and issued for the issuer's initial public offering contain false records, misleading statements or major omissions, thus causing losses to investors, they will compensate investors according to law.
(2) Improve the transparency of the company's major shareholders' shareholding intentions. The issuer shall disclose the intention of shareholders who hold more than 5% of shares before the public offering in the public offering and listing documents. Shareholders holding more than 5% of shares shall make an announcement three trading days in advance when reducing their holdings.
(3) Strengthen the constraints on the commitments of relevant responsible subjects. If the issuer and its controlling shareholders, directors and senior managers make public commitments, they should also put forward binding measures when they fail to fulfill their commitments, and disclose them in the public offering and listing documents, and accept social supervision. The stock exchange shall strengthen the supervision and restraint on the relevant parties to fulfill their public commitments, and take timely regulatory measures for those who fail to fulfill their commitments.
Third, further improve the marketization of IPO pricing.
(1) Reform the pricing method of new share issuance. According to Article 34 of the Securities Law, the issue price is determined by the issuer and the underwriting securities company through consultation. The issuer shall negotiate with the lead underwriter to determine the pricing method and disclose it in the issuance announcement.
(2) After the offline investors quote, the issuer and the lead underwriter shall pre-exclude the part with the highest quotation from the total subscription amount, and the excluded subscription amount shall not be less than 65,438+00% of the total subscription amount, and then determine the issue price through negotiation according to the remaining quotations and subscription conditions. The excluded subscription shares shall not participate in offline placement.
If the number of publicly issued shares is less than 400 million shares, there shall be no less than 65,438+00 investors, but no more than 20; If the number of publicly issued shares is more than 400 million shares, the number of investors who provide effective quotations shall be no less than 20, but no more than 40. If the total amount of funds raised by offline stock issuance exceeds 20 billion, the number of investors who provide effective quotations may be appropriately increased, but not more than 60. If the number of valid quotations is insufficient, the issuance will be suspended.
Give full play to the role of individual investors in issuing pricing. Issuers and lead underwriters shall allow qualified individual investors to participate in offline pricing and offline placement. Securities companies with underwriting qualifications shall formulate the conditions required by the above-mentioned individual investors in advance and announce them to the public.
(3) Strengthen the information disclosure requirements in the pricing process. The issuer and the lead underwriter shall make information disclosure documents on the pricing process and results and publicly disclose them. Before online subscription, the issuer and the lead underwriter shall disclose the detailed quotation of each offline investor, including the name of the investor, the subscription price and the corresponding subscription quantity, the median and weighted average of all offline investors' quotations, the median and weighted average of the quotations of securities investment funds established by public offering, the determined issuance price and the corresponding price-earnings ratio, etc.
If the price-earnings ratio (or the upper limit of the issue price range) of the proposed issue price is higher than the average price-earnings ratio of the secondary market of listed companies in the same industry, the issuer and the lead underwriter shall issue a special announcement on investment risk before online subscription, reminding investors that there may be risks of losses caused by overvaluation in pricing, and reminding them to pay attention. The contents shall at least include:
1. Compare and analyze the differences between issuers and listed companies in the same industry and their impact on the issuance pricing; Draw investors' attention to the difference between the set price and the offline investor's quotation.
2. Remind investors to pay attention to investment risks, carefully judge the rationality of issuance pricing, and make rational investment decisions.
Fourth, reform the way of placing new shares.
(1) Introduce the independent placement mechanism of the lead underwriter. The shares issued offline shall be placed by the lead underwriter independently selecting investors from investors who provide effective quotations. The issuer shall negotiate with the lead underwriter to determine the principles and methods of offline placement and disclose them in the issuance announcement. The underwriter shall place shares in accordance with the principle of placing announced in advance.
(2) At least 40% of the shares placed offline shall be given priority to the securities investment fund established by public offering and the social security fund managed by the social security fund investment manager. If the effective subscription number of the above investors is insufficient, the issuer and the lead underwriter may place shares with other investors.
(3) Adjust the proportion of offline placement and strengthen the constraint mechanism of offline quotation. If the company's share capital is less than 400 million yuan, the proportion of offline placement shall not be less than 60% of the number of shares publicly issued this time; If the company's share capital exceeds 400 million yuan, the proportion of offline placement shall not be less than 70% of the number of shares publicly issued this time. The rest is sold to online investors. If there is insufficient subscription in the confirmed offline allotment, the issuance shall be suspended, and the issuer and the lead underwriter shall not call back the shares online.
(4) Adjust the offline callback mechanism. If the effective subscription multiple of online investors is more than 50 times but less than 100 times, online investors shall make a callback from offline, and the callback ratio shall be 20% of the number of shares publicly issued this time; If the effective subscription multiple of online investors exceeds 100, the callback ratio is 40% of the number of shares issued this time.
(5) Improve the online placement method. Only investors who hold a certain number of shares with unlimited sale conditions can participate in online subscription. Online placement should comprehensively consider the market value of non-restricted shares held by investors and the amount of subscription funds, and number and draw lots.
Stock exchanges and securities registration and clearing companies shall formulate detailed rules for the implementation of online placement and standardize online placement. The issuer and the lead underwriter shall formulate specific plans for online placement according to relevant rules and make an announcement. The plan must specify the upper limit of each investor's online subscription, which shall not exceed one thousandth of the initial number of shares issued online.
(6) Strengthening the information disclosure requirements in the process of stock placement. The lead underwriter and the issuer shall make information disclosure documents on the placing procedures and results and publicly disclose them. The issuer and the lead underwriter shall disclose the conditions and principles for investors to participate in independent placement in the issuance announcement; After the end of the independent placement, the placement results shall be disclosed, including the name, quotation, purchase quantity and placement amount of the placed investors, and the lead underwriter shall explain whether the independent placement results conform to the pre-announced placement principle; For investors who provide valid quotations but do not participate in the subscription, or the actual subscription quantity is obviously less than the number that should be subscribed at the time of quotation, the issuer and the lead underwriter shall list and publicize it in the placement results.
Where there is an agreement or agreement among the issuer, the lead underwriter, investors participating in offline placement and relevant stakeholders to maintain the price stability of the company's shares after listing, the issuer shall disclose it in the listing announcement.
Five, strengthen supervision and law enforcement, and earnestly safeguard the "three public" principle.
(1) After the sponsor and the issuer sign the counseling agreement related to the issuance and listing, they shall disclose the progress of counseling to the issuer on the website of the sponsor and the website of the securities regulatory bureau where the issuer is registered; After the counseling work, the process, content and effect of counseling should be summarized and made public on the above website.
(2) Further improve the quality of information disclosure. Guided by investors' decision-making needs, improve the content and format of information disclosure, highlight the key points of disclosure, and strengthen the information disclosure requirements that have a significant impact on investors' investment decisions, such as the issuer's main business and business model, external market environment, operating performance, and major risk factors. Use easy-to-understand language to improve the readability of disclosed information and facilitate the reading and supervision of small and medium-sized investors.
(3) Before the trial meeting, the China Securities Regulatory Commission will conduct spot checks on the working papers and due diligence of relevant intermediaries such as sponsors, accounting firms and law firms.
(4) Strengthen the linkage mechanism between issuance supervision and inspection and law enforcement. The issuer, its directors, supervisors, senior managers and relevant intermediaries shall bear corresponding legal responsibilities for the authenticity, accuracy and completeness of the application documents from the date when the application documents are accepted by this Exchange. Major issues suspected of violating laws and regulations are found in the audit and immediately handed over to the inspection department for investigation.
(V) Strengthen the process supervision, behavior supervision and post-event accountability of new share issuance. Issuers and underwriters are not allowed to place shares with issuers, directors, senior managers, underwriters and their related parties. Issuers and underwriters shall not manipulate the price of new shares, operate behind closed doors or engage in other acts that violate the principles of openness, fairness and impartiality; Do not induce offline investors to raise their quotations, but do not place shares with them; It is not allowed to transfer interests or seek illegitimate interests to other relevant stakeholders by means of independent placement or trust holding. China Securities Industry Association shall formulate self-discipline rules, standardize roadshow promotion, disclosure of investment value analysis report, independent placement of underwriters, and strengthen self-discipline management of the industry.
(VI) Stock exchanges should further improve the formation mechanism of the opening price of new shares on the first day of listing and the initial trading mechanism of new shares, establish a suspension mechanism on the first day of listing based on the issue price of new shares, and strengthen the constraints on "speculation".
(VII) After the issuer goes public, the sponsor institution shall strictly perform the duties of continuous supervision in accordance with the law, urge the issuer to fulfill the relevant obligations of the listed company in regulating operation, keeping promises and information disclosure, and review the information disclosure documents of the issuer and other documents submitted by the issuer to the China Securities Regulatory Commission and the stock exchange. During the continuous supervision period, the sponsor institution shall publicly disclose the regular follow-up report as required; When there is a major change or event in the issuer, the sponsor institution shall publicly disclose the interim report as required. Within 20 working days after the end of the continuous supervision period, the sponsor institution shall write a supervision report and disclose it on the website designated by the China Securities Regulatory Commission, and make arrangements for matters not involved in the supervision work. If the responsibility for continuous supervision is not implemented in place, the sponsor institution shall be investigated for responsibility according to law.
(8) If the operating profit of the issuer in the year of listing decreased by more than 50% compared with the previous year, or the issuer lost money in the year of listing, the China Securities Regulatory Commission will temporarily refuse to accept the issuance application recommended by the relevant sponsor institution from the date of confirmation and hand it over to the inspection department for investigation. The issuer has clearly and specifically indicated the above-mentioned risk of performance decline in the prospectus, or there are other statutory exemptions, which are not included.
Where a listed company is suspected of fraudulent listing, measures shall be taken to freeze the special account for the funds raised by the issuer when the case is put on file for investigation.
(nine) to further strengthen the supervision and law enforcement and self-discipline supervision of the issuer's information disclosure responsibility and the sponsorship and underwriting behavior of intermediaries. Establish and improve the information sharing and interconnection between the sponsorship credit supervision system of China Securities Regulatory Commission, the self-discipline management system of employees of China Securities Association and the information disclosure system of stock exchanges, so as to facilitate public participation in supervision and strengthen the binding function of external reputation and integrity mechanism. Issuers, their directors, supervisors and senior management personnel fail to fulfill their information disclosure obligations truthfully, information disclosure is seriously illegal, financial fraud, or relevant intermediaries such as recommendation agencies, accounting firms and law firms fail to perform their duties diligently, and will be severely punished according to law.