The New Securities Law Takes Effect And The Capital Market Meets The New Cycle Of Registration System In An All Round Way.

In March 1st, the revised People's Republic of China Securities Law (hereinafter referred to as the "Securities Law") came into effect and the capital market began to enter a new cycle. The revision of the securities law lasted more than four years, and after the four deliberation of the NPC Standing Committee, it finally completed the "overhaul". At the same time, this amendment is also the most important revision of China's securities law for more than 20 years. It is significant and significant to register the system, improve the cost of illegal securities, improve investor protection system, and establish a multi-level capital market system. Far reaching.

Among them, registration system, information disclosure and investor protection are the contents of the new special chapter, and also the core of the amendment of the securities law.

In addition, the twenty-first Century economic news reporter also learned that all the units of the securities and Futures Commission were actively preparing for the convergence of the new securities law. On the evening of February 28th, the Shanghai and Shenzhen Stock Exchange and the national stock transfer system issued a notice on conscientiously carrying out the new securities law and doing a good job in information disclosure of listed companies.

Registration system implemented step by step

The new securities law can be completed in 2019. To a large extent, it has much to do with the full implementation of the registration system in the top-level design. At the end of this month, the registration system of the State Council has expired, and the new securities law has come into effect the next day.

In the new securities law, there are many contents related to registration system. Its core is to make sure that the next cycle will fully implement the registration system and no longer stipulate the approval system.

Regarding this, Chen Li, director of Chuan Cai Securities Research Institute, said that the securities law is related to the fundamental rule of law environment of China's capital market. In this revision, the new securities law systematically perfected the issuing system of China's capital market. It is stipulated that the registration system should be fully implemented as the basic orientation of securities issuance. The approval system will no longer be prescribed, the issuance examination committee should be abolished, and the conditions for issuing corporate bonds can be substantially simplified. Compared with the previous registration system, the overall implementation of the registration system can improve the efficiency of capital market operation, alleviate the previous IPO phenomenon, and improve the current pricing mechanism of the capital market by strengthening supply, and guide market capital "value investment".

But there is still some doubt in the market concerning the transition of registration system and approval system. Will the approval system leave the stage after the entry into force of the new securities law? The answer is naturally negative. For the current situation, whether IPO or refinancing, there are still a large number of stock enterprises will accept the SFC audit.

That is, the full implementation of registration system is implemented step by step at this stage. Cheng Hehong, director of the legal department of the securities and Futures Commission, pointed out that the registration system is the central policy of the Central Committee, and is clearly stipulated in the securities law. At the same time, the registration system is also advancing step by step. There are different plates and different securities in the stock market. The implementation of registration system can not be accomplished step by step in an objective way. This is also a consideration of the new increase in the securities law, which has authorized the State Council to make specific provisions on the specific scope and implementation steps of registration system.

As for the double track operation of registration system and approval system that will definitely exist now, the relevant person in charge of the securities and Futures Commission pointed out that the new securities law stipulates the implementation of registration system for securities issuance, and authorizes the State Council to stipulate the specific scope and implementation steps of the registration system. It is expected that the registration system for gem, especially the main board (medium and small board), will take some time. After the implementation of the new securities law, these plates will continue to implement the approval system for a period of time. The approval system and registration system are not contradictory to the relevant provisions of the new securities law.

Letter to the substantive effective

From the perspective of listed companies, the new securities law takes effect, and the change of information disclosure is closely related to the listed companies.

The revision of the securities law further strengthened the requirements of information disclosure, while the new securities law set up a special chapter to stipulate that the information disclosure system can also see that the legislature attaches importance to the optimization of information disclosure.

The specific changes include: expanding the scope of information disclosure obligor; improving the content of information disclosure; emphasizing that it is necessary to fully disclose the information necessary for investors to make value judgments and investment decisions; standardize the voluntary disclosure of information disclosure obligations; make it clear that the acquirers of listed companies should disclose the sources of capital for the increase of shares, and establish issuers and their controlling shareholders, and actual control. The information disclosure system of people, directors, supervisors, senior managers and so on, so much content can even be considered that the new securities law has reconstructed the information disclosure system.

To sum up, the market believes that the new reform of the letter law promoted by the new securities law is three dimensions. The first is the fundamental innovation of the letter.

"The new securities law" changed the listed company as the first responsible person to the subject of information disclosure obligation, and realized the omni-directional no death. It means that the regulation of information disclosure subjects in China's securities market has entered the era of "unified era". The information disclosure standards of all fields and subjects have been completely unified, so long as they are subject to the obligation of information disclosure, they should be directly responsible. The obligation and responsibility of information disclosure objectively achieve the purge of all sources of information in the securities market. A partner at a large law firm in Beijing said to reporters.

The second is the new definition of disclosure standard. The revision of the securities law requires timely disclosure, truthfulness, accuracy, completeness, conciseness and clarity of the information disclosure of listed companies. Among them, "concise, clear, easy to understand" is a new requirement, and also accords with the general direction of registration system, that is, to ensure the integrity and professionalism of the announcement, and to enhance the readability of the announcement, which undoubtedly puts forward higher requirements for the information disclosure obligor.

The third dimension is a new requirement for disclosure. The new securities law has supplemented and perfected major events that may affect stock trading prices. At the same time, it is also emphasized that information necessary for investors to make value judgments and investment decisions should be fully disclosed. In addition, regulating the voluntary disclosure of information disclosure obligor can disclose information related to investors' value judgments and investment decisions, except for information disclosed according to law, but should not conflict with the information disclosed according to law, and should not mislead investors.

"To sum up, the core of the change in information disclosure of the securities law is to make the information disclosure of listed companies further turn to meet the needs of investors for" substantial and effective "information, which is very important in the spirit of registration system.

Chinese version of class action

Investor protection special chapter is another highlight of the new securities law. Its core is to improve investor protection system. The amendment also made many bright spots.

If we distinguish between ordinary investors and professional investors, we should make targeted arrangements for the protection of investors' rights and interests; establish shareholders' rights of listed companies on behalf of the exercise of the collection system; stipulate the system of bondholders' meetings and bond trustee managers; establish a mandatory mediation system for ordinary investors and securities companies' disputes; and improve the cash dividend system of listed companies.

This is especially noteworthy. In order to meet the needs of the reform of the registration system for securities issuance, the new securities law has explored the securities civil litigation system adapted to China's national conditions, and stipulates that the investor protection agency can act as a representative of the litigation, and bring civil damage compensation lawsuits to the injured investors according to law according to the principle of "explicit withdrawal" and "implied accession".

Many market participants believe that this provision not only embodies the core elements of class action, but also effectively prevents the occurrence of collective risk in collective action. It embodies Chinese characteristics and provides a legal basis for the early play of the leading role of Investor Protection Agency as a litigation agent.

Peng Bing, director of the Law School of Peking University and director of the financial law research center, said: "this provision is ingenious. First, in the civil procedure law, it is the representative action of the uncertain number, which has not broken through the provisions of China's civil procedure law. Secondly, the investor protection mechanism has taken the lead in litigation instead of lawyers, which greatly reduced the possibility of excessive litigation and premature reconciliation."

However, this system still needs to be perfected with practice. At the time of deliberation, Li Yuefeng, member of the Standing Committee of the National People's Congress, put forward that in the design of the class action system, other investors such as institutional investors should also act as representatives.

In his view, from the current situation, the investor protection agency mainly refers to the two main bodies of the small and Medium Investors Service Center and the securities investor protection fund company. The survey found that some units reflected that if the law allowed only the investor protection agency to act as the representative of the lawsuit, it might cause some adverse effects. From the perspective of the current securities market, institutional investors, such as the relevant management companies established by the Securities Investment Fund Act, are more important subjects. They are very familiar with the securities market and can also assume the work of the representatives of the litigation.

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