Editor's note: The establishment of the Science and Technology Innovation Board and the pilot registration system on the Shanghai Stock Exchange is a major strategic deployment based on the overall situation of national reform and opening up, a major institutional innovation in the capital market, and an important work to improve China's multi-level capital market system. In this issue of the "Shanghai Stock Exchange Science and Technology Innovation Board Investment and Education Column", investors will further interpret the registration system review of the Science and Technology Innovation Board.
1. What are the procedures for reviewing and registering the issuance and listing of the Science and Technology Innovation Board?
Under the pilot registration system, the Shanghai Stock Exchange is responsible for reviewing the issuance and listing of science and technology innovation enterprises, while the China Securities Regulatory Commission registers stock issuances.
The issuer applying for initial public offering of stocks and listing on the Science and Technology Innovation Board shall prepare registration application documents in accordance with the relevant regulations of the China Securities Regulatory Commission, which shall be recommended by the sponsor and reported to the Shanghai Stock Exchange. After receiving the registration application documents, the Shanghai Stock Exchange shall make a decision on whether to accept it within 5 working days.
The Shanghai Stock Exchange mainly conducts audit work by raising audit inquiries and answering questions to issuers, based on the positioning of the Science and Technology Innovation Board, to determine whether issuers meet the issuance conditions, listing conditions, and information disclosure requirements. The Shanghai Stock Exchange shall, in accordance with the prescribed conditions and procedures, give an approval or disapproval opinion on the public issuance and listing of the issuer's shares. If the issuer agrees to publicly issue and list its shares, the review opinions, issuer registration application documents, and relevant review materials shall be submitted to the China Securities Regulatory Commission to fulfill the issuance registration procedures. If the issuer disagrees with the public issuance and listing of its shares, a decision shall be made to terminate the issuance and listing review.
After receiving the review opinions, issuer registration application documents, and relevant review materials submitted by the Shanghai Stock Exchange, the China Securities Regulatory Commission shall fulfill the issuance registration procedures. The registration of issuance mainly focuses on whether there are omissions in the review content of the listing on the Shanghai Stock Exchange, whether the review procedures comply with regulations, and whether the issuer complies with relevant regulations in major aspects of issuance conditions and information disclosure requirements. If the China Securities Regulatory Commission believes that there are matters that need further explanation or implementation, it may request the exchange to inquire further. The China Securities Regulatory Commission shall make a decision on whether to approve or not to register the issuer's registration application within 20 working days.
2. What are the main differences between the pilot registration system on the Science and Technology Innovation Board and the current approval system for stock issuance and listing?
The implementation of registration system reform on the Science and Technology Innovation Board adheres to the market-oriented direction, adheres to the regulatory concept centered on information disclosure, strengthens the responsibilities of issuers and intermediary institutions, and strives to maintain market stability through the arrangement of supporting mechanisms.
Specifically, the differences mainly include the following aspects:
Firstly, the listing conditions and audit standards are more optimized and open. The relevant systems have streamlined and optimized the conditions for the issuance of the Science and Technology Innovation Board, and have stipulated the conditions for the initial public offering of the Science and Technology Innovation Board from four aspects: subject qualification, accounting and internal control, independence, and legal operation. According to the positioning of the sector and the characteristics of science and technology innovation enterprises, establish diversified and inclusive listing conditions to facilitate the "import" of the market. Allow enterprises that meet the positioning of the Science and Technology Innovation Board, have not yet made profits, or have accumulated outstanding losses to be listed on the Science and Technology Innovation Board, and allow special equity structure enterprises and red chip enterprises that meet relevant requirements to be listed on the Science and Technology Innovation Board.
The second is to implement an issuance review system centered on information disclosure. On the basis of meeting the most basic issuance conditions, the issuer must also comply with strict information disclosure requirements. The issuer is the first person responsible for information disclosure, and intermediary institutions should be diligent and responsible, and effectively play a role in verifying information disclosure. During the issuance review process, the main review work is placed on the Shanghai Stock Exchange. Through one or more rounds of audit inquiries, the information disclosed by the issuer is reviewed to enable the issuer to fully disclose important information related to investors' investment decisions, and to urge the issuer and sponsors to ensure the authenticity, accuracy, and completeness of information disclosure, striving to ensure that "problematic companies" or major issues of the company are not hidden, and to prevent and deter fraudulent issuance.
The third is to implement a market-oriented issuance and underwriting mechanism. During the pilot process of the registration system, the issuance price, scale, and pace of new shares must be determined through a market-oriented approach, which is significantly different from the current approval system. At the same time, the pricing of new shares should leverage the investment and research pricing capabilities of institutional investors, and establish an inquiry, pricing, and allocation mechanism with institutional investors as the main participants.
Fourthly, we need to strengthen the responsibility of intermediary institutions. In order to protect the interests of investors, the pilot registration system should further strengthen the due diligence obligations and verification responsibilities of intermediary institutions. Strict regulatory measures will be taken against intermediary institutions and related personnel who violate laws and regulations, and strong accountability will be carried out for illegal and irregular behaviors. The city will be governed by law, law enforcement will be strict, and illegal activities will be prosecuted, significantly increasing the cost of illegal and irregular activities. We need to take a heavy stance on behaviors such as information disclosure fraud and fraudulent issuance, and effectively maintain a standardized and orderly market environment.
Fifth, we need to improve supporting measures. The pilot registration system aims to solve the problem of low illegal costs in the capital market, establish a good legal, market, and integrity environment, especially improve the construction of the rule of law. The pilot registration system will place greater emphasis on the systematic and collaborative nature of work, enhance the comprehensiveness and effectiveness of supervision, adopt more diverse means to improve continuous regulatory capacity, strengthen the connection between justice and law enforcement, and promote the improvement of relevant laws and judicial interpretations, And explore and improve the securities civil litigation legal system that is compatible with the registration system.
3. What principles should be followed for the review of the issuance and listing of stocks on the Science and Technology Innovation Board?
The Shanghai Stock Exchange follows the principles of legal compliance, transparency, convenience, and efficiency in its review of the issuance and listing of stocks on the Science and Technology Innovation Board, improving the transparency of the review and clarifying market expectations.
4. What is the review method for the issuance and listing of stocks on the Science and Technology Innovation Board?
The Shanghai Stock Exchange implements electronic review of the issuance and listing of stocks on the Science and Technology Innovation Board, and matters such as application, acceptance, inquiry, and response are handled through the Shanghai Stock Exchange's issuance and listing review business system.
In terms of audit methods, we urge issuers, their sponsors, and securities service institutions to improve information disclosure, truthfully, accurately, and completely disclose information, and improve the quality of information disclosure by raising questions, answering questions, and other means.
The Shanghai Stock Exchange has improved the transparency of audit work, accepted social supervision, and met the need to disclose relevant information to society in accordance with the law.
5. In the process of reviewing the information disclosure of issuers on the Science and Technology Innovation Board, what aspects will the Shanghai Stock Exchange focus on?
In the information disclosure review of the Shanghai Stock Exchange, the focus is on the following aspects:
One is to focus on whether the issuer's information disclosure meets the requirements of authenticity, accuracy, and completeness, and whether it meets the requirements of the content and format standards of the prospectus;
The second is to focus on whether the application documents for issuance and listing and the information disclosure content contain information that has a significant impact on investors' investment decisions, and whether the disclosure level reaches the necessary level for investors to make investment decisions;
The third is to focus on whether the application documents for issuance and listing and the information disclosure content are consistent, reasonable, and inherently logical;
The fourth is to focus on whether the content disclosed in the application documents for issuance and listing is concise and easy to understand, and whether it is easy for general investors to read and understand.
6. How should investors view the review opinions issued by the exchange during the review of the issuer's issuance and listing?
The review opinion issued by the Shanghai Stock Exchange approving the issuance and listing on the Science and Technology Innovation Board does not indicate that the Shanghai Stock Exchange guarantees the authenticity, accuracy, and completeness of the issuance and listing application documents and disclosed information, nor does it indicate that the Shanghai Stock Exchange makes substantive judgments or guarantees regarding the investment value of the stock or the returns of investors.
7. After receiving the application documents for listing on the Science and Technology Innovation Board on the Shanghai Stock Exchange, can investors access the relevant documents disclosed by the issuer?
On the day when the Shanghai Stock Exchange accepts the application documents for issuance and listing, the issuer shall disclose in advance the prospectus, issuance recommendation letter, listing recommendation letter, audit report, and legal opinion on the Shanghai Stock Exchange website. Investors can log in to the website of the Shanghai Stock Exchange and check relevant documents.
In addition, after the Shanghai Stock Exchange accepts the application for issuance and listing and before the China Securities Regulatory Commission makes a registration decision, the issuer shall update and disclose the above documents in accordance with the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Issuance and Listing Review Rules", and investors can access relevant information.
8. What aspects should investors pay attention to when reading the prospectus and other documents previously disclosed by the Sci Tech Innovation Board issuer?
Firstly, the aforementioned prospectus and other documents disclosed by the issuer in advance are not official documents for the issuer to issue stocks. Investors should use the full text of the officially announced prospectus as the basis for making investment decisions.
Secondly, investors should be aware that at this time, the issuer's application for issuance and listing still needs to go through the corresponding procedures of the Shanghai Stock Exchange and the China Securities Regulatory Commission. Therefore, the pre disclosed prospectus does not have the legal effect of issuing stocks and is only for pre disclosure purposes.
9. How do issuers of the Science and Technology Innovation Board disclose relevant information after obtaining the approval of the China Securities Regulatory Commission to register?
After obtaining the approval of the registration decision from the China Securities Regulatory Commission, the issuer shall disclose the prospectus on the website of the Shanghai Stock Exchange and the designated website of the China Securities Regulatory Commission before initiating the issuance process.
Within five trading days after the issuance price is determined, the issuer shall publish the prospectus on the website of the Shanghai Stock Exchange and the designated website of the China Securities Regulatory Commission. At the same time, it shall publish a notice in the designated newspaper of the China Securities Regulatory Commission, informing investors of the address for online publication and the way to obtain documents. Investors can log in to designated websites and read relevant documents such as the prospectus.
10. Will there be any suspension or suspension of the issuance and listing process of the Sci Tech Innovation Board issuer?
If significant events occur between the registration decision made by the China Securities Regulatory Commission and the listing and trading of stocks, which may result in the issuer not meeting the issuance conditions, listing conditions, or information disclosure requirements, the issuer shall suspend the issuance. If the issuer has already issued, the listing will be temporarily suspended. If the issuer fails to meet the issuance conditions due to major issues, the registration may be revoked.
After the cancellation of registration by the China Securities Regulatory Commission, if the stocks have not yet been issued, the issuer shall stop issuing them; If the stocks have already been issued but not yet listed, the issuer shall return them to the stock holders at the issuance price plus bank deposit interest for the same period.
Disclaimers
This information does not constitute any investment advice, and investors should not substitute such information for their independent judgment or make decisions solely based on such information. We strive for the accuracy and reliability of the information in this column, but we do not guarantee the accuracy or completeness of this information, and we do not assume any responsibility for any losses caused by the use of such information.
For more investment knowledge on the Science and Technology Innovation Board, please pay attention to the investor education website of Shanghai Stock Exchange (edu.sse. com. cn) and the "Shanghai Stock Exchange Investment Education" WeChat official account.
Content source: Shanghai Stock Exchange official website
