Source: Shanghai Securities News
Author: Ma Jianyu
The trading declaration starts from 100 shares and increases by 1 share, and the effective price range of the price limit declaration is ±5%.
The construction of the system and the preparation of the technical system before the opening of the Beijing Stock Exchange (hereinafter referred to as the "Beijing Stock Exchange") are being carried out in full swing. Just now, the Beijing Stock Exchange listing rules (trial), the Beijing Stock Exchange Trading rules (trial), the Beijing Stock Exchange member Management rules (trial), which constitute the basic business rules of the Beijing Stock Exchange, and the member Management rules of the Beijing Stock Exchange, which constitute the basic business rules of the Beijing Stock Exchange (hereinafter referred to as the "listing rules"), (hereinafter referred to as the "listing rules"), and solicit opinions from the public.
These three rules are the basic business rules necessary for the stock exchange to perform its legal duties and in accordance with the provisions of the Securities Law, and construct the basic institutional framework for the supervision, securities trading and member management of the Beijing Stock Exchange. Among them, the listing rules stipulate the regulatory requirements for listed companies and related subjects of the Beijing Stock Exchange, the trading rules stipulate the securities trading system of the North Exchange, and the membership management rules stipulate the membership and other management requirements of the North Exchange.
The reporter learned from authoritative sources that on the basis of public consultation on the first three basic business rules today, the Beijing Stock Exchange will also openly solicit market opinions on self-regulatory rules related to the implementation of audit duties under the public offering registration system in the near future.
What conditions should be met for enterprises to be listed on the North Stock Exchange? What are the continuous regulatory requirements to be met by companies listed on the North Stock Exchange? What shall we do after the delisting of the company of the Beijing Stock Exchange? What are the similarities and differences between the companies of the Beijing Stock Exchange and the Shanghai and Shenzhen exchanges in terms of corporate governance and information disclosure? How do investors invest in the stocks of companies listed on the North Stock Exchange? What are the characteristics of the membership management of the Beijing Stock Exchange?
According to the listing rules, Trading rules and member Management rules of the Beijing Stock Exchange, we have comprehensively combed the following seven key points to show you the basic business rules of the Beijing Stock Exchange with tens of thousands of words.
Point 1: the regulatory standards of the Beijing Stock Exchange are consistent with those of the Shanghai and Shenzhen exchanges as a whole, while making differential arrangements.
According to reports, the three business rules of the Beijing Stock Exchange, namely, the listing rules, the trading rules, and the member management rules, clearly adhered to the principles of marketization and rule of law when they were drafted, and followed the general law of the construction of the stock exchange system. at the same time, fully considering the characteristics of the market positioning of innovative small and medium-sized enterprises served by the Beijing Stock Exchange, it has constructed a company supervision system that matches the market positioning and legal nature of the North Stock Exchange.
On the one hand, the listing rules are in line with the current major regulatory arrangements of listed companies in terms of corporate governance, information disclosure and suspension of trading management, and maintain the overall consistency of the regulatory standards of various stock exchanges. On the other hand, we should implement more flexible and flexible regulatory requirements in terms of cash dividends and equity incentives, form distinctive and differentiated institutional arrangements, and respect the business characteristics and development laws of innovative small and medium-sized enterprises.
The "Trading rules" as a whole continues the trading system with continuous bidding as the core in the selected layer, and other major regulations such as rise and fall limits remain unchanged, and do not change the trading habits of investors or increase the market burden. ensure the stability and continuity of market trading. At the same time, the Beijing Stock Exchange has reserved institutional space for the introduction of market-making mechanism and the implementation of mixed trading mechanism.
At the same time, the Beijing Stock Exchange has explored the member management system that is compatible with the corporate exchange. The person in charge of the relevant business of the Beijing Stock Exchange said that the North Stock Exchange, as a company-based exchange, implements member management and is a qualification carrier for securities companies to carry out business. Unlike member-based exchanges such as Shanghai and Shenzhen exchanges, members do not enjoy property ownership in corporate exchanges. The member Management rules focus on the requirements of trading risk control, customer management, use of trading information, and technical system management of members of the Beijing Stock Exchange.
Point 2: the four sets of indicators of the selected layer are used in the listing "threshold". The reserve of the enterprises that meet the conditions is sufficient.
The reporter learned from the Beijing Stock Exchange that the listing rules adhere to the principles of marketization and the rule of law, and strengthen the regulatory concept centering on information disclosure around the overall goal of improving the quality of listed companies. The Beijing Stock Exchange has made a systematic integration of the existing individual business rules of the selected layer, such as hierarchical management, corporate governance, information disclosure, stock suspension and resumption of trading, and at the same time absorbs and draws lessons from the mature experience of the current supervision of listed companies. it forms the overall regulatory framework and full-chain regulatory arrangements of listed companies.
The public offering and registration examination of the Beijing Stock Exchange belong to the North Exchange and the Securities Regulatory Commission respectively. Among them, the issuing conditions of the company are clearly defined by the registration measures of the North Stock Exchange of the Securities Regulatory Commission, and the listing conditions are clearly defined by the listing rules of the North Stock Exchange.
Specifically, the listing rules include four main parts: listing, continuous supervision, delisting mechanism and regulatory treatment. Among them, aiming at the issuance and listing of enterprises, the listing rules define the listing conditions and procedures, listing recommendation and continuous supervision, fund-raising management and so on.
Consistent with the listing conditions of the selected layer, the Beijing Stock Exchange has set four sets of standards for market capitalization conditions and financial conditions, which is more inclusive. Standard 1 focuses on financial indicators, and market capitalization plays a supplementary role; Standard 2 focuses on market capitalization standards to adapt to enterprises with clear profit models and rapid business development; Standard 3 is aimed at enterprises with certain R & D capabilities and R & D achievements have initially achieved business income; Standard 4 is mainly aimed at innovative non-profit enterprises with high market recognition and strong R & D innovation ability.
According to the person in charge of the relevant business of the National Stock transfer Company, at present, the 66 companies listed on the selected level are all applicable to four sets of standards, and this set of indicators shows a good adaptability. Among them, most enterprises enter the selected layer according to the net profit standard. According to its estimation, at present, the number of companies that meet the four sets of financial conditions in the innovation layer and the basic layer is sufficient, and the reserve reserves of the reserve listed companies in the North Stock Exchange are sufficient.
Point 3: continuous supervision requires that four major adjustments should be made on the basis of selected layers to abolish the continuous supervision system.
Selected layer companies have been subject to supervision in comparison with listed companies, and have a good foundation for transformation into listed companies. In order to meet the requirements of the new development, according to the listing rules, on the basis of the continuous supervision experience of the selected layer, the Beijing Stock Exchange has made the following four adjustments to the continuous supervision of the listed companies of the North Stock Exchange:
First, corporate governance standards are more optimized. The listing rules increase the situation in which independent directors should express their opinions, promote independent directors to play a greater role, expand the scope of the main occupants of funds to the controlling shareholders, actual controllers and their related parties, and keep a close eye on the "key minority". It is clear that there should be no new inter-industry competition that affects the ability of sustainable operation, so as to ensure the independence of listed companies.
Second, the requirements of information disclosure are more specific. The listing rules give a detailed explanation of the principles of true, accurate, complete, timely and fair information disclosure, and refine the specific requirements for voluntary disclosure, exemption from disclosure, suspension of disclosure, industry and risk information disclosure. A unified insider management and reporting system has also been established to strictly prevent illegal acts such as insider trading.
Third, the management of stopping and resuming cards is more stringent. In accordance with the regulatory principle of "less stop, short stop and phased stop", the listing rules require listed companies not to abuse the stopping and resuming mechanism to ensure the continuity of market transactions. Among them, for those planning major asset restructuring or issuing shares to purchase assets, the suspension time shall be reduced to no more than 10 trading days; for other major matters, it shall not exceed 5 trading days; if the resumption of trading is postponed due to special circumstances, the total duration of continuous suspension shall not exceed 25 trading days.
Fourth, the main responsibility is clearer, the host securities firm will no longer carry out "lifelong" continuous supervision, and the sponsor institution will perform the continuous supervision duty within the prescribed time limit. At the same time, in order to ensure a smooth transition, at the initial stage of the opening of the Northern Stock Exchange, the continuous supervision agreement signed between the listed company and the host securities firm must continue to be implemented, and the information disclosure and day-to-day business will still be handled in accordance with the current mode. The Beijing Stock Exchange will clarify the follow-up institutional arrangements as soon as possible.
Point 4: set up diversified delisting standards that meet the requirements of financial delisting can be returned to the innovation layer, the basic layer
According to reports, the "listing rules" implement the principle of "building a system, non-intervention, and zero tolerance", draw lessons from the recent experience in the reform of the delisting system, and when formulating delisting requirements, fully contain the characteristics of the natural performance of small and medium-sized enterprises, such as being vulnerable to external influences, not only avoid "big entry and output" in the market, but also resolutely clear out companies involved in extreme situations such as major violations of the law and loss of sustainable business capacity.
Generally speaking, the main contents of the delisting system of the Beijing Stock Exchange include:
The delisting criteria, that is, "who should withdraw"?
The listing rules clearly define the arrangements for voluntary delisting and compulsory delisting of the Northern Stock Exchange. Compulsory delisting can be divided into four categories: transaction, financial, normative and major violations. Among them, the financial compulsory delisting examination period is 2 years, and the indicators are not cross-applicable.
What is the delisting procedure, that is, "how to refund"?
The listing rules stipulate the risk warning system of delisting of the Beijing Stock Exchange as the pilot system of compulsory delisting, and make it clear that the compulsory delisting shall be considered by the listing committee to ensure the seriousness and prudence of the delisting decision.
Where is the delisting, that is, "where to"?
According to the listing rules, delisted companies that meet the conditions of the new third board basic layer or innovation layer shall be encouraged to enter the corresponding level of listing and trading and continue to develop; if there are major violations of the law and do not meet the listing conditions, they shall be transferred to the delisting company section. At the same time, if the delisted company of the North Stock Exchange meets the requirements for re-listing, it may apply for re-listing.
Point 5: implement a 30% rise and fall limit for investors to declare 100 shares and increase by 1 share
How do investors trade the shares of the Northern Stock Exchange? According to the "Trading rules", the trading system of the Beijing Stock Exchange as a whole continues the trading system with continuous bidding as the core of the selection layer, and other major regulations, such as rise and fall limits, reporting rules, price stability mechanism, and so on, remain unchanged, reflecting the trading characteristics of small and medium-sized enterprise stocks, while ensuring the stability and continuity of market trading.
The main contents of the trading rules of the Beijing Stock Exchange include:
A 30% price limit will be imposed to give the market sufficient room for price games to ensure the efficiency of price discovery.
There is no limit on the rise or fall of trading on the first day of listing, and a temporary suspension mechanism is implemented, that is, when the trading price rises or falls by 30% or 60% compared with the opening price for the first time, trading is temporarily suspended for 10 minutes, and collective bidding is carried out when trading resumes.
During the continuous bidding period, a declared effective price range of ±5% of the benchmark price shall be set for the price limit declaration, and price limit protection measures shall be taken for the market price declaration.
The minimum quantity declared for trading shall be 100 shares, and each declaration may be incremented by one share.
If the number of shares in a single declaration is not less than 100000 shares or the transaction amount is not less than 1 million yuan, bulk trading may be carried out.
At the same time, the Trading rules also introduce a market-making mechanism for the Beijing Stock Exchange and reserve institutional space for the implementation of mixed trading.
Point 6: corporate governance and credit requirements are the same as those of the Shanghai and Shenzhen stock exchanges. Equity incentive arrangements are more flexible.
In the aspects of information disclosure and corporate governance of listed companies, the Northern Stock Exchange has some similarities and differences with the supervision of listed companies in Shanghai and Shenzhen stock exchanges. Specifically, the supervision system of listed companies of the Beijing Stock Exchange is based on the premise of following the basic requirements of the supervision of listed companies, and fully considers the market positioning of the innovative small and medium-sized enterprises served by the North Stock Exchange, and summarizes and absorbs the regulatory practice since the operation of the selected layer.
On the one hand, the listing rules follow the general law of the supervision of listed companies, implement the legal duties of the supervision of listed companies, fully absorb the mature experience in the supervision of listed companies, and conform to the current major regulatory arrangements of listed companies. maintain overall consistency with the requirements of information disclosure and corporate governance standards of Shanghai and Shenzhen exchanges.
On the other hand, the listing rules fully absorb the early practical experience of the selected layer, make institutional arrangements of characteristics and differentiation, and effectively balance the normative costs and benefits of small and medium-sized enterprises in the capital market. For example, there is no mandatory requirement on the cash dividend ratio of companies listed on the Northern Stock Exchange, and companies are encouraged to "act according to their own capacity" according to their actual capacity; equity incentives are allowed on the premise of full disclosure and implementation of the corresponding procedures, reasonable setting of option exercise price lower than the market price of the stock in order to enhance the incentive effect.
Point 7: implement the member management under the exchange company system
As for the question of why the Beijing Stock Exchange implements the member management system as a corporate exchange, the relevant person in charge of the Northern Exchange said that as a corporate exchange, the Northern Exchange implements member management and is a qualification carrier for securities companies to carry out business.
The Beijing Stock Exchange implements member management, first, in order to implement the clear requirements for the exchange member management system put forward by the Securities Law and the measures for the Management of the Stock Exchange, and second, to facilitate the understanding of the market, under the company system, the regulatory requirements of the exchange on securities companies participating in market business are consistent with those of the membership exchange as a whole. Third, the membership management system is in line with the practice of corporate exchanges at home and abroad, which has mature experience in implementing member management for securities companies participating in market business.
The membership Management rules of the Beijing Stock Exchange mainly specify the following:
The company has established the membership and daily management system, defined the conditions and procedures for the acquisition and loss of membership, and put forward requirements for the daily business management mechanism of members.
It has clearly defined the requirements of compliance management and risk control of members, focusing on strengthening the prevention and control of transaction risks and improving the information isolation system.
Strengthen the customer management responsibilities of members, require members to match the appropriateness of customers and products, guide investors to participate in securities trading rationally, and fully protect the legitimate rights and interests of investors.
It standardizes the use of information and the management of technical systems, requires members to effectively manage the use of trading information by customers, not to abuse securities trading information, and to ensure the continuous and stable operation of trading and related systems.
Strengthen the supervision and management of members, make it clear that the exchange can conduct on-site and off-site inspections of members, and take self-regulatory measures or disciplinary actions for violations of business rules.
Edit / tina