[Hot] China Securities Regulatory Commission on IPO reform answering reporters' questions [REVIEW]: November 30, China Securities Regulatory Commission issued the 'China Securities Regulatory Commission on further promoting the reform IPO opinions' (hereinafter referred to as 'Opinion'). China Securities Regulatory Commission departments responsible for content on reform answering questions raised by reporters. Question 1: Third Plenary Session of the party's eighteen clear that to promote the stock issuance registration system reform. Will this reform views on promoting registration system reform what is the significance? A: The stock issuance registration of capital market reform is indeed affect the systemic reform requires systematic manner.
Registration system currently in place is not exactly the same practices in some countries and regions, but the common feature is that the IPO should be the issuer of information disclosure as the center, agency issuer information disclosure authenticity, accuracy, completeness checks, regulatory application documents for issuers and intermediaries for compliance audits, do not judge profitability, based on adequate information disclosure by investors to determine business value and risk their own, to make their own investment decisions. It should be emphasized that the registration system is not a simple effect a registration system, can not be understood as a matter of the registration system, registration is automatically entered into force, nor that do not examine the stock issue, but not junk stocks can easily be made, but the audit the way to reform. Registration system reform requires changes in the law, the need to develop a series of reform measures also need to gradually adapt to the market and transition, it is a continuous, progressive, deepening process. We believe that this reform will lay a good foundation registration system reform. Question 2: IPO reform has always been of concern, please tell us about the overall situation and the situation of public comments since June 7 to absorb the views of society? A: I will on June 7 on the 'comments (draft ) 'to the community for public comment. During formal feedback received 3229, 3168 of which e-mail, fax 38, 23 written material; wherein the views of the various agencies 91, 3138 copies of the individual investor opinion. Another more than 130 experts and industry insiders through the press, blog, microblogging and other ways expressed their views on the reform. In general, market participants positive attitude to the reform. Market parties for the draft put forward many views and suggestions, after careful assessment, we have 'opinions' were revised and improved. Question 3: What specific measures to strengthen this reform in terms of investor protection? A: The protection of the legitimate rights and interests of investors, especially small investors is the purpose of this reform. 'Opinions' to develop the five measures to enhance the protection of investors: First, to promote the use of plain language Issuer, true, accurate and complete disclosure of the company, to enhance risk disclosure so that investors plainly investment. The second is to promote the fair and reasonable pricing, limit distribution of man-high, high prices prevent investors reported to suppress the listing of new shares blind speculation. For example, the reduction of the issue price linked to require the issuer to the development of the share price stable plan, first remove the highest offer of 10 percent of the purchase amount of pricing. Third, the placing of new shares to respect the wishes of small and medium investors to purchase, adjust the clawback mechanism and online placement mechanism, if small investors purchase enthusiastic, online issue of the number of public offering of shares of up to 80% of total shares, the online placement mechanism will be more conducive small investors purchase. Fourth, strengthen information disclosure violations liability. Because the main responsibility for information disclosure violations loss to investors, the issuer and its controlling shareholder, and other relevant agencies must seek legal compensation for investor losses; information disclosure of serious violations, the impact on the issuer's listing conditions judgment, will require the issue repurchase of shares already issued to require the transfer of the controlling shareholders to buy back already restricted shares and so on. Fifth, strengthen the supervision of law enforcement, and resolutely fight against illegal activities, establish legal protection of investor protection. Question 4: In what ways this reform to promote sound market operation mechanism? A: improve the market operation mechanism is the focus of this reform. Mainly in the following five aspects: First, review the concept of the market.
After the reform, regulatory authorities and the issuance examination committee only on the issue of disclosure of the application documents and information the legal compliance audit, do not judge sustained profitability and investment value issuers, investors and market change by the independent judge. Second, the financing market. Future ordinary shares of the issuer can choose a variety of financing corporate bonds or shares in the combined debt and other financial instruments will be more abundant freedom. Third, the issue of rhythm more market-oriented. The number of new shares issued, the greater the speed determined by the market demand shares are multiple, demand deserted the less fat or no fat. Fourth, the issue price, the market distribution methods. No regulatory inquiry, pricing, placing specific process, by the issuer and underwriter independently determine the release timing and release program, and according to circumstances independent inquiry negotiated IPO price. Underwriter can issue under the principle of independent pre-announced share placement network, to promote the interests of buyers and sellers underwriter balanced and reasonable pricing. Fifth, the market constraint mechanism. No administrative control prices, the use of market-based instruments to be bound by the responsible body. For example, advance disclosure of relevant information, to strengthen social supervision; require the responsible body were committed within a certain period linked to the reduction of the price and the issue price and so on. It should be stressed that the market-oriented reform does not mean laissez-faire. Since the end of last year, I will strive to carry out a special inspection of financial companies in the trial, we dealt with a number of illegal cases, achieved good results. In the future, in order to ensure market players homing diligence, safeguard market order, protect the legitimate rights and interests of investors, regulators, industry self-regulatory organization will earnestly implement the reform measures to further strengthen the matter, after regulation, increase supervision of law enforcement. Question 5: The reform to improve the quality of information disclosure of listed companies proposed measures? Answer: true, accurate and complete disclosure of information, is the basis for rational pricing of new shares, it is the fundamental basis for investors to investment decisions. In "fairy tale cosplay " order to improve the quality of information disclosure, the measures taken by this reform can be summarized as follows: pre-clear responsibilities and improve standards; a matter of strengthening supervision, strengthen supervision; afterwards aggravating, and establish a regulatory authority. One clear responsibilities and improve standards. Putting information disclosure centric philosophy, a clear issue of responsibility and the various agencies to promote the homing duties. Improve the information disclosure standards, highlighting the focus on disclosure requirements in plain language, information disclosure to improve the relevance, practicality and effectiveness. All aspects of the process of information disclosure issue quotes, pricing, purchase, placement, etc. require more detailed, more specific and more timely, for reference when investors purchase online, through social supervision, to prevent the transfer of benefits. The second is to strengthen supervision, strengthen supervision. Starting sponsor counseling, counseling on disclosure of the situation; substantial advance in the prospectus disclosed in advance of time. Information disclosed in the issuer to accept longer public supervision, by strengthening supervision, timely detection of problems, deter violations.
Financial draw special inspection this year's experience, the future trial will be made before the checks pending regulatory agency companies assumed responsibility for due diligence, the company checks will be accepted by more rigorous and detailed than the daily review of the audit; audit process find illegal clues, immediately transfer inspection departments to strengthen supervision of deterrence. Third, increase the penalties, establish regulatory authority. In the future, issuers and intermediaries from reporting point onwards, we need to bear the legal responsibility for the information disclosed. Audit, if it is found illegal clues, according to different degrees, were taken to suspend the audit, the transfer of inspection, transferred to the judiciary, until pursue the relevant parties accountable. The reform clearly, such as information disclosure a serious offense, causing losses to investors, the responsible body must compensate the investor losses according to law; such as the impact on the judgment of the issuing and listing conditions, require the issuer to repurchase issued shares, the controlling shareholder of purchase Back assigned restricted shares. Question 6: For IPO \u0026 ldquo; three high \u0026 rdquo;, \u0026 ldquo; misappropriating \u0026 rdquo; problem measures taken A: After several IPO pricing mechanism reform, from the initial administrative pricing gradual transition to market-based pricing, which? It is the trend of reform. After the reform, will no longer perform \u0026 ldquo; 25% rule \u0026 rdquo ;, but that does not mean you want to relax on the high price of new shares and \u0026 ldquo; misappropriating \u0026 rdquo; constraints. The so-called \u0026 ldquo; \u0026 rdquo ;, three high core offering price is high. Many causes of the problem, there is reason for speculation of new shares, the new shares as well as supply and demand imbalance, the issuer and sponsor high priced impulse, \u0026 ldquo; hit new hot \u0026 rdquo;, \u0026 ldquo; human Quote \u0026 rdquo; and many other factors. , This reform and other issues mainly taken from the following three aspects specific measures for post-IPO high pricing on market pricing and \u0026 ldquo;; misappropriating \u0026 rdquo: First, the balance between supply and demand, the effect of high prices. Play a greater role in market regulation, IPO speed, how much more determined by the market, so that the issue price of the more truly reflect the market supply and demand. Promote the transfer of shares cosplay black butler the old shareholders, increase single shares listed on the first day of supply. How many old shareholders to transfer their shares to the company itself also reflect the value judgments, the old shareholders to sell more high-priced buyers naturally not reported. The second is to strengthen the bound, to promote the rational pricing. Firstly, the issuer, the holdings of behavior linked to the issue price, to limit distribution of man-high prices. If the price is too high, the main responsibility in the post-marketing period the share price below the issue price, the controlling shareholder of the issuer and other needs as promised shareholders lock-up period is automatically extended. Secondly, take the following measures institutional investor placement constraint network reported high prices. When determining the issue price, it requires you to reject the highest offer of 10% of the purchase amount. Offer the highest part will not affect the offering price, the offer can not be obtained the highest placing, prevent \u0026 ldquo; human Quote \u0026 rdquo; or blindness reported high prices. In addition, increase the proportion of offline rationing, limiting the number of investors home placement under the net increase in the number of investors placing under a single network, increase the risk of subscription offer. These measures will help to promote a prudent investor under the net offer. Again, the lead underwriter for the introduction of independent placement mechanism. Consignee may be issued under the net equity according to the principles announced in advance placement to their customers.
The lead underwriter for the development of long-term customers, the buyer needs to balance the interests of reasonably priced. This helps to prevent the underwriter and issuer conspiracy set high prices. Finally, to improve the transparency of the prospectus, pricing, placing all aspects of information reference for online investors purchase decisions, can also supervise pricing prevention Placing links by strengthening social \u0026 ldquo; secret operations \u0026 rdquo ;. The third is to strengthen supervision, deter illegal pricing. The regulatory authorities will be carried out in collaboration with the self-regulatory organization, strengthen the supervision of a quote, the pricing process, the fight against high reported not to buy, buy less overstated, collusive pricing and other behavior. At the same time, take measures to combat speculation of new shares, the issue price of risk are listed below after overpricing will be higher. Prevention \u0026 ldquo; three high \u0026 rdquo; issuance and \u0026 ldquo; \u0026 rdquo ;, misappropriating investors also need to keep their eyes open, careful reading of the issuer's disclosure document, to make rational investment decisions in the hands of the right to use the investment constraints on the issuer. Q7: this reform to strengthen the role of intermediaries from what? A: The agency is the gatekeeper of the securities market, due diligence agency assumed responsibility for the case directly determines the quality of issuer disclosure. To promote the agency assumed responsibility for further due diligence, 'opinions' the measures introduced are: First, to further clarify the sponsor agencies, accounting firms, law firms, and asset evaluation agencies and other securities service institutions and personnel responsibilities independent body release process , draw the boundary responsibility. Second, the information duty of disclosure in advance. From the time of submission of application documents from the agency that is responsible for the information disclosed. This will change the past, the agency in charge of the submissions, the audit department to change the material, filings The quality does not affect the final issuance of the situation, it will greatly curb assault reporting agency, the urge to pass through the declaration. Third, a clear liability of intermediaries when major violations of information disclosure. Issuer Information Disclosure of major illegal, causing losses to investors, sponsor agencies, accounting firms, law firms and other intermediaries must compensate investors according to law. Fourth, the introduction of the independent underwriter placement mechanism so that the lead underwriter responsible for their investment loss of customers, and promote the interests of balancing the lead underwriter of the issuer at the time of pricing and customers. While strengthening disclosure requirements, strengthen public oversight to prevent secret operations transferring benefits. Fifth, increase the regulatory process. Financial draw special inspection this year of experience in the review process in the future, will carry out due diligence checks relevant agencies responsible for the situation. The audit found major problems suspected illegal, immediately transfer inspection departments involved in the investigation. Increase the roadshow, the investment value analysis report revealed that the independent inspection underwriters placing other acts. Sixth, to increase the performance of \u0026 ldquo; Face \u0026 rdquo; penalties. Confirm the performance of \u0026 ldquo; \u0026 rdquo ;, namely Face not be accepted by the relevant sponsor recommended issuance application and inspection department of the transfer. Seven is the credit record agency, practicing situation publicity. In the future, the integration of the CSRC, the Securities Industry Association, information exchange, and to intermediaries and practitioners records practitioners were \u0026 ldquo; portrait \u0026 rdquo; and publicity, as the practice of constraint agency. Question 8: 'opinions' after the announcement, whether there will be issued immediately listed under the 'Opinions' requirement, it means that more than 760 companies in the three-month trial will be approved the issuance of A:?? All businesses must comply with the reform to issue new shares the views of the requirements. The reform of the 'opinions' after the announcement, to complete a series of preparatory work will have to issue new shares and listed companies. Preparations are mainly: First, we must introduce complementary rules and measures to implement the reform requirements. For example, the Commission should modify the 'securities issuance and underwriting management approach' to develop old stock transfer schemes, improve the information disclosure rules; stock exchanges and securities registration and settlement companies need to develop implementation details online placement of new shares; the stock exchange need to put the file and adjust the trading system, improve IPO on the first day of the opening price forming mechanism and IPO early trading mechanisms, and establish a baseline for the IPO price on the first day of the suspension mechanism. Second, the trial will be audited by the companies also need to follow the 'opinion' requires filings to make the necessary changes and to fulfill the relevant procedures. For example, issuers need to hold a shareholders' meeting to determine this public offering plan, including the number of shares issued and the number of old shares transfer, the development of the share price stability plans and so on; the main responsibility for the controlling shareholder and other needs in accordance with the requirements of reform commitments advice, and in the prospectus disclosure. In accordance with the relevant provisions of the Companies Act, the issuer complete the relevant program estimated a month or so. I would go after the companies to complete the above-mentioned preparatory work, the Commission would like to submit an updated application documents issued to fulfill the matter after the regulatory process. Companies where there is no need to resubmit trial will be 17 important matter after review, the China Securities Regulatory Commission will be in accordance with the provisions of this reform advice and supporting measures, approved the IPO. Line application for the issuance of the current total has reached more than 760 companies, after the 'opinions' release, we will apply for companies line up in the order to arrange the audit.
More than 760 companies are expected to complete the audit work, we need a year or so. Q9: IPO restart may bring any effect on the market, will split the secondary market funds? A: Since the establishment of the stock market has experienced eight times the IPO was suspended seven times recovery issue. 7 times before the first trading day after the release of the recovery, the Shanghai Composite Index fell 5 times, 2 times higher. From the actual situation, restore the IPO does not determine the long-term trend of the stock market, the stock market run mainly determined by economic fundamentals and macro policy then. Release paced market, does not mean that the issue has now been completed on all through the trial will be of more than 80 companies. Audit companies need to follow new reforms of the filings made by the trial will be necessary changes and to fulfill the relevant procedures, January 31, 2014 will be able to fulfill the above work had also need to add the latest corporate financial data submitted in 2013 Audit Report. Companies and underwriting agencies also need to find a suitable release time window. Part of the trial will be made by the enterprises due to investigation agencies being unable to obtain approval documents. Overall, companies would have passed the issue will take some time to complete. Investors as a key market participants, should give full play to the buyer constraint, carefully read the information publicly disclosed by the issuer, the independent judgment of the investment value of the enterprise, prudent investment decisions. Currently, the market is also the view that, after a long suspended shares and financial special inspection, the current left-trial enterprises are good business, a lot of money waiting to speculation of new shares. We need to remind investors concerned that, according to the information disclosure requirements for the center, not in the future profitability of the regulatory and investment value of the enterprise as a judge, this reform for the new shares speculation has also developed specific measures to please the majority of investors carefully judged investment risk, prudent in making investment decisions, do not blindly participate IPO speculation. Q10: What policy considerations introduced old stock transfer is the point of supporting measures What are the main A:?? Release the old shares transfer measures to allow shareholders when the first public offering of shares of stock to the public, one can add a new listed companies tradable Number of shares traded share remission single below normal situation when the stock market; the second is to promote the old shareholders to transfer shares to the buyer and form constraint reported high and further promote buyers and sellers full game, and promote reasonable IPO pricing; third is the introduction of old Shares Transfer can ease \u0026 ldquo; oversubscription \u0026 rdquo; problem; Fourth remission after the stock market, the old shares lifted concentrated impact on the secondary market. Important supporting measures include: the old shares to be transferred must hold more than 36 months, to prevent the old shareholders fast cash; the old shares after the transfer, the equity structure of the company shall not be significant changes in the actual controller must not changed, to prevent the impact of corporate governance stability of the structure, which is not conducive to the company; the company should be disclosed in advance to determine the total number of issued shares and old shares transfer limit, the number of new shares issued based on reasonable inquiry to determine the circumstances and cosplay costumes for sale raise demand for capital investment projects, one can curb the ultra-raised funds, On the other hand help stabilize investor expectations, reasonable pricing; It also includes requirements for agency practice and relevant information disclosure requirements. After the 'opinions' formally announced, I will introduce supporting documents as soon as possible, after the company's IPO restart proposed transfer of old shares shall be carried out in accordance with the requirements of matching rules. Q11: Why is this reform requires investors to participate in online placing non-restricted shares held? A: In the process of soliciting opinions, it is recommended to implement the views of IPO is more concentrated. To this end, we have made the appropriate online placing of amendments proposed \u0026 ldquo; to hold a certain number of non-restricted shares of investors to participate in online purchase, online placement should be considered an investor holds the market value and the purchase money of non-restricted shares amount, with the number, the drawing of lots. \u0026 Rdquo; online placing of this proposed reform of IPO and prior to the introduction of different, not simply restore past practices. Except that: (1) hold a certain amount of non-restricted shares of listed companies is one of the conditions for investors to participate in the online placement; (2) placing online than by a listed company held by non-restricted shares placement ratio of market capitalization; (3) Placing line is necessary to consider the market value of listed companies held by non-restricted shares, but also consider the amount of subscription funds, contributions need to re-placement. This provision made based on the following two considerations: First, the secondary market for long-term investors are encouraged to hold shares, reduce the impact of subscription of new shares on the secondary market; the second is to balance the interests of investors in the secondary market.