On April 6th, 20021,China Securities Regulatory Commission approved the formal merger of the main board and small and medium-sized board of Shenzhen Stock Exchange, and the market value after the merger will exceed 20 trillion. According to the market interpretation, the regulatory authorities are clearing the way for the comprehensive registration system.
However, the Shenzhen Stock Exchange said that the pilot registration system for science and technology innovation board and growth enterprise market has been fully rolled out, and it will take time for the whole market registration system to be launched. On March 20th, Yi Huiman, Chairman of China Securities Regulatory Commission also said at the round table of China Development Forum that the conditions for reform should be more fully prepared.
In fact, the supervision strengthened the spot check of IPO beforehand, which led to the company's substantial withdrawal of listing materials. The CSRC publicly stated that these companies gave up listing, not because of corporate problems, not because of making false accounts, but because the quality of some sponsors' practice was not high. Many intermediaries do not really have the concept, organization and ability to match the registration system, and they are still "wearing new shoes and taking the old road".
Many interviewees are worried that the reform ideas will go back to the old way of auditing system. After on-site inspection, the regulatory authorities still played the role of gatekeepers, or deviated from the original intention of the registration system.
The term "registration system" runs through the capital market reform in China for more than 20 years. It was officially announced on the Science and Technology Innovation Board in June 20 19, and was piloted on the Growth Enterprise Market in August 2020. In June of that year, 65438+ 10, the regulatory authorities further indicated that the conditions for implementing the registration system in the whole market were gradually met.
It seems that the full implementation of the registration system for A shares is only one step away. Why did you hit the brakes?
Brokers (sponsors), accounting firms and law firms are called the "troika" of IPO. When a company goes public, it needs brokers to formulate listing plans and underwrite stocks, accounting firms to issue financial information such as audit reports, and law firms to provide legal consulting services. The three have their own functions, with brokers as the main ones and the latter two as the auxiliary ones.
In order to let him take responsibility together, the other party signed the signature of Yunfei Wang. Although brokers are the leading institutions of IPO, their decisions largely depend on the financial information investigated by accounting firms. If one more person is in charge, they will have less responsibility in the face of regulatory issues.
20211/On October 29th, in order to strengthen the supervision of information disclosure of initial public offerings, the CSRC issued the Regulations on On-site Inspection of Initial Public Offerings to check the information disclosure quality of initial public offerings enterprises and the practice quality of intermediaries. Two days later, 20 companies went to trial, but in just ten working days, 16 companies withdrew their materials, which surprised the market.
Under the registration system, the threshold for companies to go public is greatly reduced, and the role of intermediaries is particularly important. They are also regarded as the first "gatekeepers" in the capital market. Nowadays, with the promotion of supervision, intermediaries have closed down one after another, which more clearly shows the "guilt" of intermediaries. The market pointed the finger at intermediaries and accused them of not being "diligent and conscientious".
According to Wang Yunfei's analysis, there are generally two reasons why intermediaries choose to quit: First, they "break through barriers despite illness" with listed companies, but they can only compromise and quit after encountering strict supervision. According to the new Securities Law officially implemented in March 2020, if a securities company issues a recommendation letter with false records, misleading statements or major omissions, or fails to perform other statutory duties, it will face a maximum fine of 6,543.8+0,000 to 6,543.8+0,000, which will undoubtedly scare off some "problem enterprises".
The concessions of other intermediaries may only take into account the mismatch between risks and benefits. Take an accounting firm as an example, the charge for an IPO audit project is generally between 8 million-10/00000. The bigger the project, the longer the counseling time and the higher the price.
According to the data of China Institute of Certified Public Accountants, there are 40 accounting firms that can engage in securities services in 20 19, with a total industry income of 5153 billion yuan, including securities service income of 0165.7 billion yuan, including annual audit income from listed companies. Roughly speaking, the income from listing counseling accounts for less than 30% of the total income of the firm.
"The biggest income of accounting firms comes from state-owned enterprises (unlisted companies), especially domestic ones." Yunfei Wang said. According to the relevant regulations of SASAC, the financial audit of large and medium-sized state-owned enterprises and central enterprises needs to be invited for bidding. The bigger the state-owned enterprise, the stricter the choice of accounting firms. The bottom line of wanting to participate in the bidding is that there can be no punishment from the regulatory authorities in the past three years, otherwise it will be excluded from the screening pool of SASAC.
Since 20 19, the supervision has stepped up the pre-listing inspection, and often conducted multiple rounds of inquiries to listed companies and intermediaries. "Every time I ask, the intermediary has to sit on the side and wait for the supervision question." According to Article 19 of the Regulations on the First Enterprise On-site Inspection newly issued by the CSRC, if it is found that intermediaries and related employees are not diligent and conscientious, and there are violations of laws and regulations in terms of practice quality, the CSRC may impose administrative penalties according to law.
Under strict supervision, intermediaries began to measure risks and benefits: giving up listing, although not making the money, can keep the basic business of the firm unaffected. Undertaking listed projects may be recognized by the supervision as "breaking through barriers with illness", which will affect other incomes. After all, the intermediary's investigation of listed companies is exhaustive, and the supervision has not given a clear definition of "diligence".
The deterrent power of supervision spreads in the capital market.
On June 5438+February 3, 2020/KLOC-0, the first case of fraudulent issuance of corporate bonds in China-"Wuyang Debt" was decided by Hangzhou Intermediate People's Court. In addition to the issuer Wuyang Construction, five defendants, including Chen (the actual controller of Wuyang Construction), Debon Securities, Daxin Certified Public Accountants, Shanghai Law Firm and Dagong International, the rating company, refused to accept the judgment of the first instance.
The first instance ruled that Chen, Debon Securities and Daxin Accounting were jointly and severally liable for the debts owed by Wuyang Construction. Dagong International shall be jointly and severally liable within 65,438+00%, and Jintian Law Firm shall be jointly and severally liable within 5%. According to the compensation amount of "Wuyang Debt" of 740 million yuan, the law firm with the least responsibility should also compensate nearly 38 million yuan.
This has also become the largest compensation case in the history of civil compensation litigation for securities fraud in China. Although the case occurred in the bond market, the definition of fraudulent issuance and the determination of the scope of intermediary responsibility are also applicable to the stock market.
The injured investors were undoubtedly satisfied with the verdict, but all five defendants appealed. Cheng Jintian Law Firm even wrote that the abuse of joint and several liability in the first-instance judgment seriously violated the principle of fairness and the principle of matching rights and responsibilities. If it becomes an effective precedent, it will surely cause a fatal blow to the financial market.
"Fryer" in the circle of civil and commercial law. A few days after the verdict came out, Andy, deputy dean of the School of Law of Singapore Management University, was dragged to an online meeting by his peers to discuss how an intermediary should be "diligent and conscientious".
Shenzhen Securities Regulatory Bureau mentioned in the Bulletin on the Supervision of Securities and Futures Institutions on June 5438+ 10/8, 2008 that the 24th meeting of the 13th the National People's Congress Standing Committee (NPCSC) deliberated and passed the Criminal Law Amendment (XI), which will be officially implemented on March 18, 2008.
The revision of the criminal law shows the firm determination of the country to crack down on securities and futures crimes with "zero tolerance". Criminal penalties for four types of securities and futures crimes, such as fraudulent issuance, false information disclosure, false certification documents provided by intermediaries, and market manipulation, have been greatly improved.
Guan Qingyou, who has served as the chief economist of several securities firms in succession, described it as "committing crimes against the wind" when the supervision is very strong today. "Supervision should set rules, be clear and refreshing, and not be so complicated."
To this end, he suggested that the exchange should decouple from the CSRC as soon as possible and become a pure capital market service institution and a regulated subject.
The registration system was born in the United States in the 1930' s. The federal government of the United States promulgated the Securities Law and the Securities Exchange Law, which stipulated that the federal government should conduct registration examination on securities issuance and only put forward disclosure requirements for applicants, that is, in principle, it does not set a threshold for the company's profitability, management and other substantive contents, but only pays attention to whether the company "discloses important information related to investors".
In order to crack down on fraud of listed companies, the United States has a complete set of restraint mechanisms from the private sector to the legal sector, and then to the market level. For example, the United States has a "whistleblower" system, which belongs to a "securities whistleblower incentive and protection" mechanism. Supervision encourages insiders of listed companies to disclose information, which is helpful to greatly reduce the cost of administrative supervision and curb violations.
According to relevant laws, as long as the whistleblower voluntarily provides information, promotes regulatory enforcement actions or related litigation, and ultimately generates a fine of more than $6.5438+0 million, he can get a cash reward from the SEC of the US Securities and Exchange Commission, and the bonus amount is equivalent to 654.38+00% to 30% of the fine amount of listed companies.
2065438+In March 2009, the SEC published a successful case. JPMorgan Chase, a well-known American bank, was fined $307 million for privately investing its clients' funds in its company's funds, and both whistleblowers received more than10 million.
As early as 2065438+June 2004, the CSRC promulgated the Interim Provisions on Reporting Illegal Acts of Securities and Futures, aiming at encouraging the public to participate in market supervision and deterring illegal acts, but the maximum amount is only 300,000 yuan. "In contrast, our previous maximum reward of 300,000 is still far from the United States." Huang Jianzhong introduced that after the implementation of the new securities law in March, 20021,this amount was increased to 600,000.
Another example is the class action lawsuit system, which is regarded as the killer weapon to intimidate listed companies into counterfeiting, because once a class action lawsuit is initiated, American companies will face huge claims. The new Securities Law entrusts the special representative of CSI Small and Medium Investor Service Center Co., Ltd. (hereinafter referred to as the Investment Service Center) with the responsibility of litigation and collecting shareholders' rights. It is called a class action system with China characteristics, but it is still very different from the American class action system.
In March, 20021year, the investment service center publicly accepted the entrustment of investors of a pharmaceutical company. If it accepts the entrustment of 50 investors within the statutory time limit, it will turn ordinary representative litigation into special representative litigation.
Huang Jianzhong explained that investors can file a lawsuit with the court first, and then the investment center will confirm whether to intervene. If you decide to intervene and successfully accept the entrustment of more than 50 qualified plaintiffs, the lawsuit will be "upgraded" to a special representative lawsuit, with the service center as the litigation representative. The advantage is that large-scale cases can be accepted as one case, which is more efficient. Investors only need to pay legal fees to the court, which also saves a lot of legal fees.
The short-selling mechanism is also an important force to balance the US stock market. In the previous science and technology innovation board pilot, the short-selling mechanism was also copied to A shares.
Observing the whistleblower and class action system, it is not difficult to find that the initial source of these market constraints of US stocks is not the capital market. These systems were originally used in the field of civil litigation, and the SEC just moved these "tools" to the capital market, which is also very different from the A-share market.
"It is bound to be difficult for a department of the CSRC to promote the construction of the whole system engineering, and there are also problems of crossing the river by feeling the stones and advancing steadily." Huang Jianzhong said.
Before the registration system, the CSRC assumed the audit function. After the pilot, it is equivalent to delegating the audit authority to the exchange, and the regulator adheres to the principle of "acquiescence".
However, in the eyes of many interviewees, the actual implementation is still the old way of auditing. "The exchange should be a service organization, not a secondary supervision." Guan Qingyou explained.
According to his previous research, the registration system in the United States also has substantive review. American companies need to be registered in both the Federal (SEC) and the state at the time of IPO, and they need to pass the examination of the exchange. Among them, the federal government gives priority to information disclosure, and states generally carry out substantive review to control the risk of securities investment.
This has also fundamentally changed the role of supervision. If the supervision strictly examines the listed company in advance, the market will acquiesce that the company's qualification is relatively high, and its subsequent IPO issuance will not be easy to break.
Wu Xiaoling, Dean of Tsinghua University Wudaokou Finance College, recently wrote that the role of the regulatory authorities in securities issuance is mainly to protect the public investors' right to know and prevent the risk of information asymmetry. The purpose of audit is not to judge and control risks, nor can it guarantee the authenticity of information disclosure documents. The main purpose is to examine whether the financiers and relevant intermediaries have fulfilled the legal procedures for public offering, and whether the content and format of information disclosure documents have completely followed the relevant rules.
She described that the regulatory authorities did not have the responsibility of "fidelity", but they were obliged to "fake". Through the comprehensive application of civil, administrative and criminal accountability systems, the illegal cost of fraudulent issuance is significantly increased, and the illegal profit expectation is reduced, thus reducing the risk of information asymmetry.
In Guan Qingyou's view, the registration system that has been piloted for more than a year has begun to play a role, and the two-level differentiation of the stock market has become more and more serious. "This shows that the registration system has played a role. Through the market adjustment mechanism, stocks with investment value are gradually screened out, while stocks with poor quality are being eliminated. "
Zhang Wei reminded that supervision should not choose the quality of the company for investors.