The American capital market adopts the registration system. Let's first understand what a registration system is. According to the registration system of green special funds, listed companies are required to disclose information as required, and the regulatory agencies are only responsible for supervising the complete authenticity of their information disclosure, and do not judge the value of their information content. In the approval system, the regulator or exchange will judge whether the listed company is suitable for listing according to the application documents submitted by the listed company, and then make a choice: approve or reject the listing application.
The SEC of the US Securities Regulatory Commission focuses on the disclosure of IPO, and only ensures the logic, integrity, objectivity and relevance of information. Its approval of IPO does not mean that the quality of its securities has been certified. The American securities market has formulated strict and detailed information disclosure rules, and the prescribed disclosure scope includes not only financial information, but also other information that has an important impact on listing valuation.
In the United States, the IPO process is divided into two stages. The first stage is to apply to the SEC for listing, and the second stage is to apply to the Exchange for registration, both of which are indispensable. However, the IPO process in Hongkong and Chinese mainland did not distinguish these two stages in practice.
Hong Kong IPO adopts a highly market-oriented approval system, which is characterized by highly transparent procedures, short listing review period and emphasis on information disclosure. Mainly reflected in the current listing standards in Hong Kong, there are tests on profitability, market value/income or market value/income/cash flow, as well as appropriateness review. There is no specific test line for suitability audit, but the facts and circumstances of each IPO case will be considered, such as whether the directors and controlling shareholders are competent, whether the company's scale and prospects match the listing purpose, and so on.
The Hong Kong Securities Regulatory Commission conducts formal audit and the Stock Exchange conducts substantive audit. China Securities Regulatory Commission considers that the application materials are not in conformity with the provisions of the Securities and Futures Regulations and its supporting rules, and may reject the listing application. The criteria for listing audit are divided into two parts: the objective conditions and requirements for listing appropriateness (such as insufficient profitability, declining performance, and a large proportion of related party transactions). ). The first part is detailed in the Listing Rules, while the second part is guided by the frequently asked questions and listing decisions issued by the Stock Exchange.
Chinese mainland adopts the examination and approval system, which takes a long time, ranging from 2-3 years to 5-7 years. In Chinese mainland, the IPO process is divided into acceptance, feedback meeting, face-to-face signing meeting, preliminary examination meeting, issuance meeting, filing and approval of issuance. Generally speaking, the whole audit process fully embodies the requirements of administration according to law, openness and transparency, collective decision-making, and division of labor and checks and balances, and mainly takes time and focuses on feedback procedures.
The main differences between IPO systems in Hong Kong, the United States and China are as follows: firstly, the IPO in the United States is divided into two stages: applying for listing with the SEC and applying for registration with the exchange, while the IPO and issuance approval in Hong Kong are integrated; Second, the United States does not have the appropriate review like Hong Kong, which mainly emphasizes the authenticity and effectiveness of information disclosure; Third, the selection and recommendation of China IPO is decided by local and competent government agencies according to quotas; The scale of shares issued by enterprises should be determined according to the plan; The issuance audit is directly approved by the CSRC; There are many administrative interventions in stock issuance methods and stock issuance pricing.