SFC Promotes Gem Refinancing System

P > < strong > the CSRC will fully promote the reform of the GEM market.

< /strong > < /p >.

< p > appropriately relax the initial financial access indicators of gem, establish a a href= "http://www.91se91.com" > gem < /a > refinancing system, and improve the gem merger and acquisition system < /p >

< p > China Securities Regulatory Commission announced yesterday that it will comprehensively promote the reform of the growth enterprise market and promote the growth enterprise market as a capital market platform to support the development of innovative and growing small and medium-sized enterprises.

The measures adopted include: relaxing the initial financial admittance index of gem, setting up the refinancing system of gem, improving the merger and reorganization system of gem, and strictly implementing the delisting system.

< /p >

< p > < strong > a year profit record can be listed < /strong > < /p >.

Zhang Xiaojun, a spokesman for the securities and Futures Commission, said yesterday that the revised management method of gem began to abolish the rigid requirement of sustained growth in operating income or net profit. Allowing enterprises with income above a certain scale to have a profit record for only one year can be listed, which is more compatible with the characteristics of creating new small and medium-sized enterprises and significantly expanding the coverage of the market. P

< /p >

< p > he said that the appropriate relaxation of financial admittance indicators does not mean that the growth enterprise market will "drain water".

First of all, to relax the terms of issuance, and to be judged by the investors, is an important step in pushing forward the reform of the stock issuing registration system; secondly, relaxing the financial admittance index, simplifying the issuing conditions, supporting more enterprises issuing and listing, and expanding the coverage of services; third, after simplifying the issuing conditions, the regulatory guidance is changed to disclosure oriented, which will not reduce the substantive requirements of enterprises, and the risks can be controlled.

< /p >

< p > Zhang Xiaojun said that the relaxation of standards does not mean loosening supervision. After the revision of the gem starting method, the regulatory authorities will focus on information disclosure, strengthen supervision afterwards and protect the legitimate rights and interests of investors.

The risk reveals that the risk is disclosed in a comprehensive, in-depth and concrete way, so that investors can be clear about it. Two, it is necessary to urge the intermediaries to be diligent and conscientious in making professional judgments on whether the issuer has continuous profitability and whether it meets the statutory requirements and give full play to the role of value discovery. Three, it is to strengthen the fiduciary duty of the responsible subjects such as issuers and shareholders such as a href= "http://www.91se91.com/news/index_cj.asp" > shareholders < /a > and strengthen the commitments to the relevant responsible parties. Four, it is necessary to intensify supervision and law enforcement, find out violations of the law, and strictly investigate the responsibilities of the relevant parties; five, strictly implement the delisting system, and once the GEM listed companies trigger the delisting conditions, they will resolutely and quickly withdraw from the market, and the companies that have suspended the listing will not be allowed to backdoor listing. First, we should strengthen information disclosure and urge the issuers to disclose information truthfully, accurately and integrally.

< /p >

< p > < strong > refinancing system is based on four considerations: < /strong > < /p >

< p > according to Zhang Xiaojun, the refinancing system is an important part of the composition of the GEM market system. The formulation of Interim Measures for the management of securities issuance of listed companies on GEM is mainly based on four considerations: < /p >

< p > one is to improve the function of market resource allocation.

The financing system of the growth enterprise market has been supplemented. It has provided many kinds of financing varieties, such as public issuance, rights issue, private placement, convertible bonds and so on, so as to meet diversified investment and financing needs.

< /p >

< p > two emphasizes the balance and coordination of investment and financing functions.

Refinancing requires both the capital needs of the issuer and the return of investors.

The company has to make profits in the past two years and implement cash dividends according to the provisions of the articles of association. If the company's assets and liabilities ratio is low, it can support the public offering of stocks and refinance and dilute the rights and interests of small and medium-sized investors through bank loans and issuing corporate bonds to meet the needs of funds.

< /p >

< p > three is to prevent excessive financing of listed companies.

In addition to setting the minimum requirements of asset liability ratio, the previous raised funds have not yet been used, or the listed companies can not refinance the progress and effectiveness of the previous fundraising and the larger discrepancy between the listed companies.

< /p >

< p > four is to reasonably set out the issuing conditions of various financing varieties, and encourage mergers and acquisitions of listed companies on GEM.

For mergers and acquisitions through private placement, the requirements for profit can be relaxed appropriately.

{page_break} < /p >

< p > gem > a href= "http://www.91se91.com/news/index_cj.asp" > financing < /a > system, set up a "small, fast and flexible" private placement mechanism. The specific institutional arrangements include: first, the amount of "small quick" private placement is limited to 10% of the net assets of the company within 12 months, not exceeding 50 million yuan each time, and not exceeding 10% of the company's net assets.

The two is to apply the summary audit procedure. The regulatory department will decide whether to approve it within 15 working days from the date of acceptance.

The three is to set up a decision making system of the annual general meeting of shareholders and implement the system of sub Directorate implementation so as to improve the efficiency of decision making.

The four is to allow the issuers not to hire sponsors or underwriters to sell their own stocks and reduce the cost of financing.

The five is to shorten the interval between stock offering and listing and reduce market risk.

< /p >

< p > < strong > pay close attention to the revision of the first prospectus guidelines < /strong > < /p >

< p > in issuing pricing, the gem follows the principle of "follow the market" and refinancing pricing is linked to the two level market price, and the price fixing period is adopted to restrain the pricing behavior.

The pricing methods and locking requirements of differentiated private placement include: first, the price of non-public offering shares is not lower than the average price of a company's stock before the first day of issue, and the two is that the price of non-public offering shares is lower than that of the 20 trading days before the first day of the issue or the stock price of the previous trading day, but not less than 90%, which is locked for 12 months; and three is to support strategic investors in directional shares.

The controlling shareholder, the actual controller or the associated party of the listed company and the domestic and foreign strategic investors introduced by the board of directors shall be locked up for 36 months at a rate of not less than 90% of the 20 trading days before the announcement of the new private placement issue or the average stock price of the company on the previous trading day.

< /p >

< p > Zhang Xiaojun said that in order to uphold information disclosure as the center and promote information disclosure to be true, accurate, complete and timely, the SFC is working hard to organize the revision of the first board prospectus guidelines.

The first is to disclose the content from the regulatory guidance to the demand orientation of investors, and to eliminate the redundant information disclosure requirements which are not related to investment decisions. Two, combining the characteristics of new business models and large fluctuations in performance of GEM companies, it puts forward differentiated disclosure requirements, focusing on disclosing business models, operational risks, financial analysis and strategic planning information; three, strengthening risk disclosure, requiring risk disclosure to be comprehensive, in-depth and specific, and risk warning should be direct and eye-catching; four, information disclosure is concise and easy to understand.

It requires the use of plain language to further improve the readability of prospectus; five, to strengthen supervision over information disclosure, and resolutely crack down on illegal activities such as false disclosure and malicious concealment; and the six is to fully implement the relevant information disclosure requirements of the reform of the IPO system and the opinions of the general Office of the State Council on < a href= "http: //www.91se91.com > > investors < /a > rights and interests protection.

< /p >