Promoting The Registration System In An All-Round Way And Slowing Down The Slow-Moving Reform Needs Further Regulation And Market Running In

"On the surface, the registration system is a reform of the issuance system, but it is actually a" bull nose "project involving the ecological construction of the entire capital market

On April 10, Xiao Gang, member of the National Committee of the Chinese people's Political Consultative Conference and former chairman of China Securities Regulatory Commission, pointed out at the 2021 Tsinghua Wudaokou chief economist forum that the reform of the registration system must drive and promote the transformation of the entire capital market ecology, and the transformation of the entire market ecology needs time for development and cultivation.

Over the past few months, the discussion on how to carry out the registration system has never stopped. Prior to this, Yi Huiman, chairman of the Securities Regulatory Commission, also pointed out that the reform of the registration system involves complicated interests, far-reaching influence and strong sensitivity, "we should prepare more sufficient conditions for the reform".

"At present, both the CSRC, the exchange and the sponsor institutions have a process of adapting to the registration system. In this transitional period, we may as well tighten the regulatory requirements, from tight to loose, and cultivate the sponsor awareness under the intermediary registration system. However, for regulatory agencies, if the rules are clear, they should act in accordance with the rule of law. This is also where the regulatory thinking needs to be changed under the registration system. " During the interview, some people in the securities industry expressed their views on comprehensively promoting the reform of registration system to the 21st century economic reporter.

IPO issuance pace slowed down significantly

Since 2021, IPO audit supervision has continued the strict trend in 2020.

According to the statistics of CITIC Securities, in the first quarter of 2021, a total of 100 A-share companies achieved IPO, and the total number of listed companies decreased by only one month on month.

However, compared with the fourth quarter of 2020, the A-share listing time is significantly increased. Taking the science and technology innovation board as an example, the average time required for enterprises listed in the first quarter from the acceptance of the exchange to the final successful issuance increased from 238 days in Q4 to 290 days. The time consumption was mainly increased in the process of submitting registration to the CSRC after the approval of the issuance and Examination Committee of the exchange, with an average time-consuming increase of 43 days. CITIC Securities said that this shows that the main reason for the increase in the issuance cycle is not due to more time spent in corporate inquiries or the slow listing of companies after obtaining approval.

What's more, the regulatory requirements of issuers and intermediaries have been raised again after the CSRC and the Shanghai Stock Exchange successively issued relevant rules on the on-site inspection of first-time enterprises and the self-examination form for issuing and listing on the science and technology innovation board.

Affected by this, in the first quarter of this year, there was a wave of withdrawal of issuance on the science and technology innovation board and the growth enterprise market. A total of 80 companies terminated their listing, an increase of 86% compared with the fourth quarter of 2020, which also set a new record of single quarter listing Termination Since the pilot registration system. In addition to the increase of queuing project termination cases, the number of new acceptance companies on the science and technology innovation board and the growth enterprise market also decreased significantly in the first quarter, with a total of 34 new acceptance companies, only 11% of the fourth quarter of 2020.

It is not difficult to see from a series of data that more and more problems are exposed in the IPO market under strict supervision, which need to be solved in the "transitional period" of the full implementation of the registration system.

"The IPO projects from the beginning of the year to the present are not serious problems such as financial fraud. What is more reflected is that the securities companies are not serious about the application materials and working papers. Because of the reasons of the sponsor, there are not a few who withdraw the application materials. " There are senior investment banks in Beijing said.

The investment bank pointed out that at present, there will still be a large number of copying accounting standards and the company's past information disclosure in the IPO application draft of the science and technology innovation board and the gem. "The industry information that can be described simply is often written in a very long way, and the key risks and other issues are written in the same way. Not to mention the inconsistent financial data, which have been forced to terminate. "

"Generally speaking, we still continue the method of reporting materials under the approval system. After all, in the past, we locked in 23 times the price earnings ratio and the new shares were unbeaten. However, for enterprises under the registration system, there is no information increment in the draft declaration, so it is difficult to guide the subsequent pricing and investment. " The investment bank said.

Tian Lihui, President of Nankai University's Financial Research Institute, also said that under the background of registration system, China's securities companies and other intermediary institutions must realize the transformation from "enterprise agent" to "market gatekeeper". "If securities companies and other financial intermediaries are still only the service providers of enterprises' issuance and listing in the primary market, then under the relatively loose registration system design, they will not only" wear new shoes and take the old road ", but also will have a fall."

Tian Lihui also pointed out that the role of "gatekeeper" in the intermediary market is not only a slogan, but also a legal responsibility. At present, many prospectuses are templated, the business and core technology of issuers are not fully disclosed, and the accuracy and integrity are insufficient, which proves the problems of inadequate implementation of intermediary agencies' guard duties and substandard recommendation ability.

In fact, the new securities law, which lays the foundation for the reform of the registration system, has clearly required that the sponsors, the underwriting securities companies and their directly responsible personnel should assume the fault presumption and joint and several liability for the injured investors when they fail to perform their duties.

Recently, the Forum on "building a high-quality science and technology innovation board market" held by Shanghai Stock Exchange also revealed a new signal. The supervision is intending to punish the termination of audit or return projects, and increase the double punishment for individuals and institutions, so as to change the "randomness" of intermediary agencies to declare projects and withdraw materials.

"I understand that even if the audit is terminated, if financial fraud or other major problems exist in the recommendation work, they will still face punishment. However, in the future, punishment should be increased according to the severity of the problem and the nature of the error, rather than issuing a supervision letter uniformly. " Wang Jiyue, a senior investment banker, said.

The foundation of legalization of registration system needs to be strengthened

The lack of relevant rules not only makes it difficult for the sponsor to check, but also leaves room for the flexibility of law enforcement.

"The internal standard for checking the flow of more than 50000 yuan is given. Of course, all the flow records of Dong Jiangao are checked, and other doubtful points will be further checked. However, if a higher standard is put forward when supervising and auditing projects, it can only be regarded as not being diligent and responsible. " These large securities investment banks said.

Similar rules are not clear in the shareholder penetration review. Previously, the regulatory rules issued by the CSRC require that "if the equity structure of an issuer's shareholder is more than two levels and is a company or limited partnership without actual business operations, if the transaction price of the shareholder's equity is obviously abnormal, the intermediary shall conduct a thorough inspection on the shareholder to the ultimate holder." 。

"The document clearly requires that the" abnormal shareholding "is the only way to penetrate the verification, but the auditors are required to carry out the full verification." Wang Jiyue pointed out. As for the IPO market supervision under the registration system, Wang Jiyue proposed that the key is to be standardized and transparent, not to have window guidance, to strictly review according to law, and to clarify the boundary of responsibility.

"Therefore, intermediaries are not afraid of tightening regulatory policies, and investment bank sponsors do have many problems in the transition stage of registration system, so we need to strengthen regulatory constraints. In contrast, investment banks are even more afraid of no standards, inexplicably eat tickets. " The senior investment banks in Beijing said.

It is worth mentioning that at the sponsor forum held by the Shanghai stock exchange a few days ago, the exchange made it clear that except for the state-owned shareholding platform, national sovereign funds and listed companies, the shareholders of other issuers need to conduct penetration inspection.

The senior investment bank said that even if the regulatory requirements except for the three categories mentioned above, all the other shareholders could be checked. As long as they were written into the rules, it would be legalized supervision, and the investment banks could also accept it. "After all, the ownership structure of most companies is simple."

"The rule of law is the basis of marketization, and the registration system is the only way to achieve the legalization and marketization." Wang Jiyue said so.

The promotion of registration system needs further running in

At the same time, securities companies and other intermediary institutions need to change their thinking and attitude. At the same time, the regulatory thinking of the CSRC and the exchange under the registration system needs to be further run in with the market.

"From the perspective of regulatory agencies, how to achieve regulatory transformation, more from prior supervision to in-process and post regulatory transformation, and so on. There are also the protection of investors and the punishment of illegal acts, so as to truly realize the "system building, non intervention and zero tolerance." Xiao Gang said that all these involve all the participants and regulators in the market, the mechanism of responsibility sharing and ecological construction, which need to be run in.

Before that, some people close to the regulatory authorities said that the regulatory authorities were actively studying and improving the relevant rules and regulations, and gradually improving the standardization and standardization level of the supervision of recommendation business. We should actively promote the construction of the practice standard system of sponsor institutions, focus on improving the system rules of due diligence, information disclosure, guidance and acceptance, refine the practice standards, and improve the operability. Gradually build a comprehensive coverage, clear responsibility, clear hierarchy of practice rules system, further study to clarify the responsibility boundary between the intermediary agencies. At the same time, we are also considering further research and optimization of relevant systems such as issuance pricing, underwriting and placing.

"At present, the top priority is to clarify the boundary of responsibility, especially to clarify the standards of shareholder penetration verification and financial verification in the form of rules."

Some people from securities companies and investment banks said that there was no clear standard for checking the proportion of customers, suppliers, income, cost and expenses. "The supplier verification ratio for the issuer's customers is generally controlled by the securities companies and determined according to the degree of dispersion of customers." Another large securities firm investment bank said that the proportion of supplier verification will be controlled within 70%, starting from customers with large amount of money. Similar problems also exist in the financial flow check, "the size of various industries and companies varies greatly, depending on the specific situation."

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