The new delisting rules will include the listed company's “social public safety major violations†into the new rules of forced delisting, and pass the “serious†signal of major illegal delisting, which will help to achieve orderly advance and retreat, which will help improve the overall quality of listed companies. And level
On November 16, the Shanghai and Shenzhen Stock Exchanges officially issued the “Implementation Measures for the Significantly Illegal Delisting of Listed Companies†(the “Implementation Measuresâ€), and revised and improved the “Stock Listing Rules†and “Retirement Companies Re-listing Implementation Measures†and other rules. At the same time, the Shenzhen Stock Exchange announced the launch of a mandatory delisting mechanism for major illegal organisms.
Zhang Yongzhen, director of the Corporate Governance and Information Disclosure Research Center of Beijing Institute of Technology, said that the implementation of the new delisting regulations will further consolidate the capital market infrastructure and achieve an orderly “advance and retreatâ€, which will help improve the overall quality and level of listed companies.
"Five major security" included in the delisting consideration
The China Securities Regulatory Commission has previously clarified that listed companies are not in violation of the law, such as fraudulent issuance, major information disclosure, or other serious violations of the securities market order, involving major violations of national security, public safety, ecological security, production safety, and public health and safety. Behavior, the stock exchange will also strictly suspend and terminate the company's stock listing and trading.
The "Implementation Measures" included the relevant contents of the "Five Major Securitys" in the definitions and situational lists of "significant violations of law and mandatory delisting", that is, major illegal acts involving "five major securityes", and the circumstances are bad, seriously damaging national interests and social public interests. Or if the listing status is seriously affected, its stocks should be delisted. The Exchange attaches great importance to the information disclosure behavior of listed companies involved in “five major securityâ€, conducts regular investigations, urges the company to prompt relevant risks, and promptly initiates disciplinary action and serious handling mechanism for violations of laws and regulations. The inclusion of delisting considerations in the “Five Major Securitys†will play an important role in three areas.
First, in line with the needs of market development, promote the market "original clear source." "Five major security" is related to the national strategic deployment. The major illegal activities involving listed companies involved in the "five major securityes" are included in the delisting situation, which is conducive to strengthening the sense of responsibility of the main body, promoting the listed company to firmly implement the new development concept, and earnestly fulfilling its social responsibility. National public safety, protection of the ecological environment, and protection of public health and safety have set an example. The second is to raise risk awareness and protect investor rights more widely. The social function of the delisting system is to protect the interests of investors, and is the starting point and the starting point for optimizing and perfecting the delisting system. The major illegal acts involving “five major securityes†not only harm the vital interests of consumers, but also seriously affect the investment behavior of the securities market, and include them in the situation of forced delisting, which is conducive to maintaining the order of market operation and protecting the rights and interests of investors. . The third is to further clarify market expectations. The "Implementation Measures" clarified the specific delisting standards in the "five safety" areas. The situation mainly includes the suspension of business licenses, the closure or cancellation of the law, the suspension of the main business production and operation licenses, or the loss of continued production and operation. Other circumstances of legal qualifications, etc.
Suspension of listing period becomes 6 months
The relevant person in charge of the Shanghai Stock Exchange said that the delisting new regulations set a more rigorous and standardized delisting decision-making and implementation procedures. First of all, the decision-making mechanism of the listing committee was set up, which stipulated that the listing committee should rely on the facts of the administrative punishment decision of the relevant administrative organ and the fact that the people's court took effect, and whether the behavior of the listed company seriously affects the listing status, and whether it should implement the major illegal delisting. Review, make independent professional judgments and form an audit opinion; secondly, give the parties reasonable relief channels and remedies, mainly to grant the listed company with suspected major illegal delisting to apply for hearings, written statements and defenses, request for review, etc., to maintain their rights. Legitimate procedural safeguard rights; once again, clarify the relevant links of major illegal delisting, namely, suspension of trading, delisting risk warning, suspension of listing and termination of listing, shortening the period of suspension of listing from one year to six months, and improving the implementation of delisting effectiveness.
A spokesperson for the Shenzhen Stock Exchange said that the "Implementation Measures" will effectively improve the efficiency of delisting. First, the time limit for suspending listing of major illegal delistings will be shortened from 12 months to 6 months. Second, after major illegal companies are suspended from listing, they will no longer consider rectification and compensation of the company. After the expiration of 6 months It will be terminated directly and will not be re-listed. Third, other major illegal delisting companies other than fraudulent issuance will be re-listed, and the time interval will be extended from one year to five years. Fourth, companies that are delisted for fraudulent issuance may not re Going public, one step back.
In addition, the Shenzhen Stock Exchange has defined the delisting standards around the “listing statusâ€. First, resolutely "zero tolerance" of fraud. The listing status needs to have a legal basis. The company's listing status mainly comes from the initial listing and reorganization listing. If the company defrauds the IPO issuance approval or reorganization listing approval due to fraud, the listing status will not have a legal basis, which directly leads to the company. The listing status cannot be sustained. Secondly, severely punish “falsification†to avoid delisting. Listed companies use financial fraud to retain their listing status, seriously disrupt market order, occupy market resources, and distort pricing functions, and resolutely deal with them. Third, extend the scope of supervision. The seriousness of the damage caused by the company's major illegal acts, combined with the company's commitment to the type of legal liability, the degree of influence on the company's production and operation, etc., seriously deal with major illegal acts, and does not retain its listing status.
Guide listed companies to practice basic skills
In this delisting reform, in terms of specific investor protection measures, specific arrangements were made from information disclosure of listed companies, design of risk warning systems, restrictions on related subject rights, and disciplinary actions of responsible entities. When a listed company faces the risk of delisting, it promptly urges its disclosure to reveal the risks. In the delisting procedure, a delisting risk warning system was set up and regulations were made in terms of trading mechanisms. This series of institutional design is to encourage investors to invest rationally and fully consider the matching between investment decisions and risk-taking capabilities.
In addition, in the previous period of the reduction rules, the listed company has been stipulated that the listed company is suspected of committing crimes in securities and futures, after being investigated by the CSRC or filed by the judicial authorities, and after the administrative punishment decision and criminal judgment are made. If the contract is less than 6 months, the major shareholder of the listed company may not reduce its shareholding.
At the same time, the civil compensation mechanism for false statements in the securities market has become increasingly mature, and the trials of such cases by the people's courts will gradually increase. Investors can realize their interests through judicial channels. In practice, many cases of investors have received relief through judicial channels.
On November 16, the Shenzhen Stock Exchange also announced the launch of a mandatory delisting mechanism for major illegal activities of Changsheng. According to the "Notice", the company's stock will be suspended from the next trading day after the implementation of the "Implementation Measures". Thereafter, the Shenzhen Stock Exchange will make a decision on whether or not to impose a major illegal enforcement of its stock on the stock in accordance with the relevant rules. If it is decided to impose a major illegal immigration on the stock of Changsheng Bio, it will implement the delisting risk warning, suspension of listing and termination of listing of the company's stock in accordance with the regulations.
“After the implementation of the new delisting regulations, the exchange will assume the main responsibility. For listed companies that have a material breach of the law, there is a retreat. At the same time, the exchange should also do a good job in the service of listed companies, and urge the guidance. Listed companies practice basic business skills, improve the quality of the company, and effectively protect the fundamental interests of investors." Li Rui, a professor at the School of Economics and Business Administration of Beijing Normal University, said. (
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