The "Mature" Approval System Of The Revised Draft Securities Law Will Leave The Stage Of History.

Under the background of comprehensive deepening of the capital market reform, the demand for revision and adoption of the securities law as soon as possible is becoming more and more urgent.

This week, the amendment of the securities law welcomed the four trial. In December 23rd, the fifteenth session of the Standing Committee of the thirteenth NPC heard the report of the Constitution and Law Committee of the National People's Congress on the results of the revised draft Securities Law.

Reporters learned that the report referred to the draft amendment to the securities law to make a lot of amendments to many contents. Compared with the previous draft, the report put forward six amendments to the draft amendment to the securities law, including "further increasing penalties for illegal acts of securities" and "strengthening investor protection".

Most importantly, the report puts forward that "the securities issuance system will no longer stipulate the approval system in accordance with the basic positioning of the comprehensive registration system". This also ends the discussion on the registration system reform in the near future. The amendment of the Securities Law means that the top-level design defines the general direction of the registration system reform of the capital market in the future.

In addition, whether the deliberation of the draft amendments to the securities law can be passed, and today's report also gives positive expectations. According to Xinhua news agency, the meeting was heard by Li Fei, chairman of the Constitution and Law Committee of the National People's Congress, on the results of the revised draft of the securities law. The Constitution Law Committee considered that the draft law was relatively mature and suggested that it should be submitted to this standing committee for deliberation and approval.

Registration system to welcome new history

Before the revision of the draft Securities Law was considered, due to the unclear expectation of the Shenzhen stock exchange registration system, the securities law amendment appeared in the market, which will explore the double track operation of registration system and approval system.

In fact, the time node of the deliberation is also quite sensitive. In line with the reform of the registration system for stock issuance, in accordance with the motion proposed by the State Council, the eighteenth session of the Standing Committee of the twelve National People's Congress approved the decision of the State Council to adjust the relevant provisions of the applicable securities law in the implementation of the stock issuance registration system in December 2015. In February 2018, the thirty-third session of the twelve NPC Standing Committee decided to make the above-mentioned authorization period. Extended until February 29, 2020. That is to say, the State Council will expire in two months for the authorization period of registration system reform.

A large number of registration related contents have been incorporated into the three reviewer of the securities law, but are still limited to the pilot of the science and innovation board. Three of the peer review has also made special recommendations. At present, since the registration system reform is still in the pilot stage, it is more prudent to sum up the experience that can be duplicated and popularized to become a legal system after practice. Therefore, in the three review, we made special provisions for the registration of the science and technology board according to the current pilot situation.

However, in today's report of the Constitution and Law Committee of the National People's Congress on the results of the revised draft of the securities law, the registration system reform has been further pushed forward at the legal level.

The report points out that at present, the major institutional arrangements for the registration system reform of the science and technology board have basically withstood market tests, and the establishment of the securities issuance registration system in the revised draft Securities Law has already had a practical basis. It is suggested that the securities issuance system should be stipulated in accordance with the basic positioning of the comprehensive registration system, and that the approval system will no longer be stipulated. At the same time, the process of arranging registration system for relevant plates and related securities should be arranged step by step, leaving room for law. The Committee on constitutional and legal studies has suggested that the securities issuance system should be perfected in accordance with the idea of implementing the registration system in an all-round way. The two general provisions of the three revision draft of the revised draft "General Provisions" in securities issuance and the special provisions of the registration system of the scientific creation Board shall be amended simultaneously.

Specifically, the amendment also includes: "the issue of stocks should be" sustainable profitability "instead of" continuous operation capability ". On the basis of stipulations that the securities regulatory authority under the State Council shall be responsible for registering the application for securities issuance in accordance with the statutory conditions, the issuance examination committee system shall be abolished, and the securities issued by the State Council and the securities regulatory authority under the State Council shall be in accordance with the regulations. The exchange can examine the application for public issuance of securities, and authorize the State Council to specify the specific measures for the registration of securities issuance.

The above amendments undoubtedly set the tone for the next registration system to be extended to other parts of the capital market, and the reform of the capital market registration system will not be swayed and will continue to advance.

"There is no doubt that comprehensively promoting the registration system reform and extending the successful experience of the science and technology board to other sectors is the top priority of the capital market reform in the next few years. But after the expiration of this license, the probability of further extension is very small because of the previous delay. Therefore, this deliberation will provide the registration system with a boost in other sectors of the capital market in the coming year. The legal basis. The head of a medium-sized brokerage firm in Beijing believes that

Timely response to market disputes

For the contents of the three revision, the market is also controversial. The reporter has learned that in this version of the review, it has further responded to many controversial issues raised by the previous market.

For a long time, the market is dissatisfied with the low penalties for securities offenses. Although many of the market participants and legal researchers have different opinions on the extent of the maximum penalty, although the three penalty will raise the penalty standard a lot.

Zheng Yubian, an associate professor at the school of international finance and law, East China University of political science and law, said, "although the penalty for the legal liability has been greatly improved, I personally believe that the amount of fines is not enough for the profits of hundreds of millions of dollars and billions of dollars in illegal activities in the securities market."

In the report, it was pointed out that some standing committee members and local authorities, departments and units suggested that on the basis of the three draft of the revised draft, we should further increase penalties for illegal securities activities, significantly raise the cost of illegal securities, severely punish and frighten illegal offenses. The Constitution and Law Committee has studied and proposed the following amendment to the chapter on legal liability: confiscation of illegal gains for illegal activities involving related securities and illegal gains.

Specifically, compared with the three reviewers, the administrative penalty is substantially increased, and the penalty rate is increased from one to five times to one to ten times according to the illegal income. In addition, the implementation of fixed penalty has increased from three hundred thousand yuan to six hundred thousand yuan from the majority of the original provisions, such as two million yuan to twenty million yuan, and false Chen. The highest penalty is one million to ten million yuan.

Reporters also learned that some market views that the three review did not further expand the scope of the definition of securities or unified the definition of securities is quite regrettable, should continue to be amended in this review.

Three after reviewing the draft, Hong Lei, President of the China Securities Investment Fund Association, suggested that the definition of securities should be clearly defined and the scope of securities should be expanded when proposals were made for amendments to the securities law. Listing fund shares, non-public offering equity and real estate investment trust shares as securities, unifying the information disclosure rules and the standards of illegal punishment of securities issuance transactions, comprehensively regulating the stock financing activities of different stages of enterprises, and implementing functional supervision.

The report also pointed out that some members of the Standing Committee and local departments and departments suggested that financial products with securities attributes such as asset backed securities and asset management products were supervised by different departments in practice. Regulatory standards and regulatory rules are not completely unified. It is suggested that in accordance with the principles of functional supervision, the State Council shall clearly stipulate the relevant regulations of the relevant products according to the principles of this law, and regulate the issuance and trading activities of related products. The Constitution and Law Committee has studied and proposed that one provision should be added to the second of the three revisions of the revised draft: the regulations governing the issuance and trading of asset-backed securities and asset management products shall be prescribed by the State Council in accordance with the principles of this law.

However, the scope of application of the securities law has been expanded and problems in the application field have been further optimized. For example, the report points out that in some places and departments, securities derived products are classified into securities.

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