Can the appearance of major illegal delisting regulations activate the "metabolism" mechanism of A shares?
Xinhua News Agency, Shanghai, March 12th Question: Can the appearance of major illegal delisting regulations activate the "metabolism" mechanism of A shares?
Xinhua News Agency reporter Pan Qing
On the 9th, the Shanghai and Shenzhen Stock Exchanges simultaneously issued the Measures for the Implementation of Mandatory Delisting of Listed Companies for Major Violations of Law (Draft for Comment). While stipulating the circumstances of major illegal delisting, it is clear that major illegal listed companies may not resume listing, and fraudulent issuing companies may not apply for re-listing.
In the new round of delisting system reform, why does fraudulent issuance bear the brunt? The compliance index of delisting system tends to be perfect. Can the "metabolism" mechanism of A shares be activated?
The new delisting rules of Shanghai and Shenzhen Stock Exchanges were unveiled, and fraudulent issuance was the first to bear the brunt.
On March 2nd, CSRC publicly solicited opinions from the public on the revision of Several Opinions on Reforming, Perfecting and Strictly Implementing the Delisting System of Listed Companies, strengthened the decision-making subject responsibility of the Exchange for the mandatory delisting of major illegal companies, and improved the mandatory delisting system for major illegal companies.
A week later, the Shanghai and Shenzhen Stock Exchanges simultaneously issued the "Implementation Measures for Compulsory Delisting of Listed Companies for Major Violations (Draft for Comment)", which achieved full coverage and strict handling of possible major violations by listed companies through institutional arrangements.
According to the exposure draft, the major illegal delisting situations stipulated in the Measures include not only the fraud in the initial public offering and reorganization listing, but also the major illegal disclosure of information such as annual reports. At the same time, the illegal facts identified by administrative punishment and judicial judgment can be used as the basis for the determination of compulsory delisting.
Among all kinds of major illegal acts, fraudulent issuance bears the brunt. The new regulations stipulate that there are false records, misleading statements or major omissions in the application or disclosure documents of listed companies for initial public offering of shares, which are determined by the administrative punishment decision of the China Securities Regulatory Commission to constitute fraudulent issuance, or are made guilty by the people’s court according to Article 160 of the Criminal Law. Effective judgment; If a listed company issues shares to purchase assets, which constitutes reorganization and listing, its application or disclosure documents contain false records, misleading statements or major omissions, and it is determined by the China Securities Regulatory Commission that it constitutes fraudulent issuance, it will be forced to withdraw from the market.
"Don’t tell lies, don’t make false accounts, true disclosure is the issuer’s absolute legal obligation and basic integrity requirements. Fear of the law, respect for the law, and adherence to the law are the bottom line requirements for issuers to participate in securities market issuance activities. " Lu Wendao, the chief counsel of the Shanghai Stock Exchange, said that as the most serious illegal act in the securities market, fraudulent issuance seriously eroded the operating foundation of the securities market and should be resolutely delisted and never tolerated.
Optimize delisting procedures and tighten the road of "coming back"
In addition to clarifying the situation of mandatory delisting for major violations of the law, the other two highlights of the new regulations are to optimize delisting procedures and tighten the road of "coming back".
On the one hand, it is stipulated that the period of suspension of listing due to triggering major illegal forced delisting will be shortened from 12 months to 6 months.
On the other hand, after a major illegal company is suspended from listing, it will no longer consider the company’s rectification and compensation, and will directly terminate its listing after the expiration of six months and may not resume listing. A company delisted due to fraudulent issuance shall not apply for re-listing. The time interval for companies that illegally delisted due to major information disclosure to apply for re-listing was extended from one year to five years.
Prior to this, in the revision of the opinions on delisting reform, the CSRC decoupled the delisting of listed companies from the transfer to public security organs, and deleted the provisions on correcting illegal acts, replacing responsible personnel and properly arranging civil compensation to apply for resumption of listing.
Jiang Mingde, chief consultant of Yixin Weiye Fund, believes that whether it is blocking the "back door" to correct illegal resumption of listing or closing the "door" for fraudulent issuing companies to return to A shares, it has conveyed a clear signal of strict supervision of major illegal delisting.
While fully covering major illegal acts, the new regulations will also include "incorrigible after repeated education" in the scope of delisting. It is stipulated in the exposure draft that listed companies should be delisted if they are punished by the CSRC for violating the law of information disclosure for more than three times within 60 months.
The relevant person in charge of the Shanghai Stock Exchange said that the purpose of the above arrangement is to form a comprehensive regulatory deterrent, leaving no dead ends, urging listed companies to fulfill their information disclosure obligations according to laws and regulations, and safeguarding the fundamental interests of small and medium investors.
"Metabolism" mechanism is out of order, and diversified delisting indicators should be improved.
As the second largest spot stock market in the world, the Shanghai and Shenzhen stock markets had 3,517 listed companies as of March 9, with a total market value of nearly 58 trillion yuan.
While the volume is growing steadily, the A-share market has long been plagued by the failure of the "metabolism" mechanism. Wind statistics show that only 57 listed companies bid farewell to A shares in 17 years since PT Narcissus first set a precedent for delisting in 2001, including some companies that were absorbed and merged and delisted.
The poor delisting mechanism has not only led to the chaos of "staying stiff but not retreating", but also seriously affected the stock market’s pricing function and resource allocation function.
With the normalization of new share issuance, the supervision of the securities market shows a strict trend in the whole chain. From the initial public offering to the reorganization public offering, a series of system improvements are aimed at "entrance clearance". This also puts forward new requirements for the delisting system reform to unblock the "export customs".
After several rounds of reform, A shares have established a market-oriented and diversified delisting index system, including financial indicators such as net profit, net assets, operating income and non-standard audit opinions, as well as trading indicators such as stock volume and stock closing price. On this basis, the release of relevant rules for mandatory delisting of major violations of laws will improve the compliance delisting indicators.
It is worth noting that the new round of reform gives the two major exchanges the right to formulate rules for major illegal delisting. The relevant person in charge of the Shanghai Stock Exchange said that it will effectively assume the main responsibility of delisting decision-making, take whether major illegal acts affect the listing status of listed companies as the focus of consideration in rule-making, and clarify specific standards and implement supporting procedures and mechanisms in accordance with the principle of strictness.
Prior to this, the Shanghai and Shenzhen Stock Exchanges had already practiced the mandatory delisting of major illegal activities. In 2016, *ST Boyuan, which was involved in major violations of information disclosure, became the first listed company in the history of A shares to be forced to withdraw from the market due to major violations. The following year, Xintai Electric became the first case of forced delisting of fraudulent issuance.