Category: Money tips Release Date: 2006-11-17
Within the existing framework in order to maximize the role of approval system, the system to improve the quality of listed companies in China, China's securities regulatory departments are the introduction of sponsor representative system, change "gateway-style regulation" as a "pipe-style regulation"
Looking at the practice from the national securities market, the stock issuance are mainly three types of regulatory systems: review and approval, approval system and registration system. On the amount of management and index management belong to examination and approval system, access system and the sponsor system may belong to approval system.
1, examination and approval system:
From the "quota management" to "target management"
Examination and approval system, the highest level of administrative intervention for fledgling capital markets, due to regulatory review before has been in charge of the industry sector, local governments or "selection", so the approval system on information disclosure do not ask for the issuer, only required to make a general disclosure of information, its issuance price also reflects the characteristics of a strong administrative intervention.
In the capital market was established, the stock issue is a pilot work, which companies can issue stock is a very sensitive issue, the need for a holistic and comprehensive plan, but also requires that the government should be the initial selection of the enterprise. First, companies can have a basic grasp of two in order to gradually develop the market and balance the complex social relations. Moreover, the parties involved at that time the market is still immature, the lack of capital market rules, rights and obligations of the participants a profound knowledge about the history of the implementation of quota management is the inevitable choice.
In order to expand the size of listed companies to improve the quality of listed companies in 1996, issuing new shares to "total amount control, limit the number of newspaper companies," target management. At the same time, in order to support the outstanding shares of state-owned large and medium enterprises, reform of the regulatory policy requires that, issuance of shares to give priority to the state for 1000 in particular is one of the 300 key enterprises, as well as 100 national pilot enterprises for the modern enterprise system, and 56 pilot enterprise groups, and encourage the industry leading companies issuing shares and listing.
2, approval system:
From the "target management" to "channel" system
As China's capital market development, approval of the shortcomings of the system are increasingly apparent. First, in the examination and approval system, an enterprise to choose the Chief, resource allocation according to administrative principles. Balance the interests of listed companies are often the product of bears for the local or department the task of other enterprises out of their poverty, which makes it difficult for them to meet the requirements of investors, can not achieve the aspirations of the shareholders. Second, the enterprises are small, the secondary market easily manipulated. Third, the securities intermediary functions of the dislocation, the responsibility is unclear, can not achieve the capital market to develop normally. Fourth, a number of non-economic sector has also benefited lines, there is the phenomenon of the sale amount. Fifth, the administration of the examination and approval in the system there is a big rent-seeking behavior.
As the examination and approval system has clearly impeded the normal development of capital markets, therefore, implemented in 1999 "Securities Law" made on the issue of reform of regulatory system, its 15th stipulates: "State Council securities regulatory authorities in accordance with statutory requirements is responsible for approving applications for stock issuance. "March 6, 2000," Equity issuance approval process "were promulgated, marking the formal approval system implementation.
Approval system is the securities regulatory department in accordance with the laws and regulations under the stock issuance conditions, elected in accordance with market principles of the company's release eligibility review, and approval of the decision making system. Approval system abolished by the distribution of indicators by administrative means changing the practice recommended by the lead underwriter to issue the Audit Committee vote, the Commission approved the approach. Approval system to achieve the form of the original channel system.
Approval system to replace the examination and approval system, reflecting the development of securities markets law, indicating that a listed company can no longer depend on the company can get from the hands of local government plans and targets, replaced by the quality of the enterprises themselves. From the examination and approval system to the approval system change reflects the inherent requirement of the development of China's securities market, reflecting the changes in the securities regulatory thinking that China's stock market regulators to gradually shake off the shackles of a planned economy way of thinking. Therefore, from the examination and approval system to the approval system, "more than just a distribution system from the plan to the Commission's formal breakthrough in their hands."
3, approval system optimization:
"Sponsor system" instead of "channel system"
Channel shares issued under the new system, "limited number" feature has not changed, but the channel system, administrative mechanisms to change the selection of the past and recommended practices of issuers, underwriters led to a certain extent, to assume the risk of stock offerings, and access to the selection and recommendation of stock issuance authority. Channel system defects are apparent. First, the channel system itself does not really solve the limited available resources and huge market demand for the contradiction between China's capital market can not fundamentally change deep-seated structural imbalances. Second, the channel system with an egalitarian colors. So long as the main underwriter qualifications, strengths and then strong, and the hands of the project more, there are only eight channels, the size of the smallest, but also not less than 2 channels. Such circumstances, the size of the brokerage's investment banking has a tendency to decentralization, which led to investment banking in the survival of the fittest as difficult to play a role in the larger context is not conducive to effective integration of business and to the depth and breadth. Third, the channel system on the risk of lead underwriters are still bound by weak, can not effectively lead underwriters to urge diligence. Therefore, the channel system can only be in China the stock distribution system from the initial examination and approval system to the approval system into the transitional measures and phased product, it is still the shadow of the planned intervention.
Approval system under the substantive examination of main is to examine the current operating conditions of the issuer, but thus does not guarantee its future operating results, there is no guarantee of its fund-raising does not change the orientation, let alone to invest in changing circumstances to ensure its benefits rate. China has a significant proportion of listed companies, listing the year, or within one year after listing at a loss or a sharp drop in performance (ie, the media called "Face"), to raise funds to change such phenomena, some of the internal operation of listed companies is still not standardized, There are more major shareholder of the case violated the interests of minority shareholders.
Within the existing framework in order to maximize the role of approval system, the system to improve the quality of listed companies in China to strengthen intermediary organizations for the screening of the issuer checks and external supervisory responsibilities, to promote an intermediary institutions to bring good quality, standardized operation of the company's recommendation to the securities market, China's securities regulatory departments are the introduction of sponsor representative system, change "gateway-style regulation" as a "pipeline regulation."
The introduction of the sponsor's system will attempt to joint and several liability mechanism to the issuer of quality and the interests of sponsors directly linked to the relative benefits and risks should be. Sponsors for the industry and company value judgments of the professional standards and work style, performance and operational benefits to its sponsors the formation of a direct impact, and ultimately determine its competitiveness in the industry. If the sponsor inadequate supervision, the responsibility of the sponsor during the period of severe major shareholders, directors or executives of listed companies occupied the interests of such phenomena, the sponsor will be jointly and severally liable. Therefore, the sponsor in order to reduce irregularities in the conduct of listed companies to bring their own inadequate supervision of the joint and several liability risk, it must attach great importance to the major shareholders of the qualifications and integrity of a full investigation, it is also necessary to take the necessary means (such as the signing of agreement) to the conduct of large shareholders effective restraint.
