Guidance And Acceptance Is Not The Procedure Of Enterprise Listing Examination And Approval

IPO guidance and acceptance procedures should also be established.

On April 30, the China Securities Regulatory Commission drafted and issued the regulation on guidance and supervision of initial public offering and listing (Draft for comments) (hereinafter referred to as the guidance and supervision regulations), and solicited opinions from the public. From the specific content, the guidance and supervision regulations for the consultation have stipulated the purpose, contents, methods, procedures and strengthening the supervision of science and technology.

It is worth mentioning that the "guidance and supervision regulations" released this time also makes it clear that "the guidance acceptance is not the examination procedure for the listing of enterprises". Gao Li, a spokesman for the Securities Regulatory Commission, also said at the same day's press conference that "the guidance acceptance is to evaluate the implementation and effectiveness of the counseling work of the sponsor institution, and does not judge whether the counseling object meets the listing conditions."

Unify IPO guidance system in different regions

"Further standardize the relevant work of guidance, give full play to the advantages of local supervision of local agencies, compact the responsibilities of intermediary agencies, improve the quality of listed companies from the source, and actively create conditions for steadily promoting the reform of the whole market registration system." From the statement of the Securities Regulatory Commission, this "guidance regulation" has been given extraordinary significance.

For a long time, IPO guidance and acceptance are carried out in accordance with the administrative measures for recommendation business of securities issuance and listing. Before recommending the initial public offering of stocks and listing, the sponsor should provide guidance to the issuer. After the completion of the guidance work of the recommendation institution, the agency dispatched by the CSRC in the place where the issuer is located shall conduct the guidance acceptance.

In practice, the requirements of local securities regulatory bureaus on guidance and acceptance are also slightly different. For example, as early as 2020, the Guangdong Securities Regulatory Bureau issued a notice on the relevant issues of the guidance work of the companies to be listed in the jurisdiction, and issued new regulations in August of that year, which made it clear that if the application materials were not complete, the guidance and acceptance would be conducted after the materials were supplemented and completed.

For this reason, the guidance supervision regulations released this time focus on sorting out the system and practice of each agency, and stipulate the main arrangements of the guidance system such as the purpose of guidance, the period of guidance, the way of acceptance and the period of acceptance, so as to realize the unification and coordination of the application of the rules and reduce the discretionary space.

To be specific, the regulation on supervision of guidance specifies five directions for carrying out the guidance work: first, the implementation of the guidance plan and implementation plan of the guidance institution; Second, the guidance agencies supervise and urge the tutors to standardize the corporate governance structure, basic accounting work and internal control system, and guide them to standardize the existing problems; Third, the guidance agencies should guide the clients to establish the necessary awareness of market reverence, honesty and trustworthiness, strict self-discipline, compliance with the legal system, and return to the society; The fourth is to supervise and urge the tutors and relevant personnel to master the laws, regulations and rules of IPO and standardized operation, the responsibilities, obligations and legal consequences of knowing information disclosure and fulfilling commitments; Fifthly, the guidance agencies should guide the clients to fully understand the characteristics and attributes of each sector of the multi-level capital market, and master the positioning of the board to be listed and the relevant regulatory requirements.

In addition, the way of counseling acceptance and the time limit of counseling work have been redefined in the new regulations.

In terms of guidance and acceptance methods, the regulation on supervision and guidance stipulates that the guidance acceptance of dispatched agencies shall take the combination of reviewing guidance acceptance documents, on-site visits, interviewing relevant personnel, reviewing written material inspection, organizing relevant personnel of the tutoring objects to participate in the knowledge test of the securities market or spot check the working papers of the sponsor.

The new regulations also restated that the period of guidance should not be less than 3 months in principle, the validity period of the acceptance letter should be 12 months, and the time limit of the agency's counseling and acceptance work should not exceed 20 working days. However, the time for the tutoring agencies to supplement and modify materials should not be included in the duration of the counseling and acceptance work.

Wang Jiyue, a senior investment bank personage, pointed out that the new regulations specify the rules of filing only after the project is approved and applying for acceptance after the core is approved, which can prevent the arbitrariness of the counseling work“ Of course, this is also the existing requirements of most local securities regulatory bureaus. "

"Most of them are already implemented by the securities regulatory bureaus of all localities. Before that, there were occasional cases in which the tutoring period was less than three months, but they were all individual cases. Now is to refine and clarify the relevant content, and to make rules for the guidance and acceptance work. " There are domestic head securities investment bank related responsible person said.

It is not necessary to make a substantive judgment on whether an enterprise meets the listing requirements

In addition to the details of all kinds of guidance and acceptance work, the CSRC also made a qualitative analysis of the guidance and acceptance work by virtue of the release of the guidance and supervision provisions.

"The main purpose of the guidance work is to promote the standardization of the enterprises to be listed, and to urge the relevant personnel to establish correct concepts and be familiar with the rules and relevant situations. Counseling acceptance is to evaluate the implementation and effectiveness of the counseling work of the sponsor, and does not judge whether the counseling object meets the listing conditions. Therefore, the guidance acceptance is not the examination procedure for the listing of enterprises. " Gao Li, a spokesman for the SFC, said.

Reflected in the specific content of the regulation on supervision and guidance, the new regulation specifies that the guidance acceptance should evaluate the implementation and effectiveness of the counseling work of the counseling institutions, but it does not make a substantive judgment on whether the counseling objects meet the requirements of IPO and listing.

"Personal understanding of this sentence is the core of the draft of the new rules. It is clear that the acceptance of guidance mainly depends on the work of the guidance institution is not in place, not whether the enterprise has the listing qualification." Some senior investment bankers said.

According to the reporter of 21st century economic report, under the background of tightening IPO audit in 2021, securities regulatory bureaus all over the country put forward more requirements for various guidance and acceptance links, so as to improve the quality of the companies to be listed. Among them, there is no lack of substantive review on the listing of enterprises.

For example, some local securities regulatory bureaus require that the guidance agencies obtain all the bank cards of the actual controller, directors, supervisors, senior executives, finance and other relevant persons for checking the current flow. If it is found that the bank cards are not fully provided during the guidance and acceptance, it will make a decision to suspend the acceptance. In addition, some local securities regulatory bureaus required to fill in the list of guidance materials and ensure that the due diligence draft was fully complete, and more or less carried out substantive audit on the listing of enterprises.

"It is hoped that the concept of" guidance acceptance is not the examination procedure for listing of enterprises "can be implemented after the formal release of the regulation on guidance and supervision in the future." The senior investment banks also expressed the hope that the CSRC could clarify the specific contents of the guidance acceptance, especially the acceptance criteria, so as to make up for the independent space left by the current rules for the local securities regulatory bureaus.

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