On February 17, 2023, the China Securities Regulatory Commission issued rules for the full implementation of the relevant system of stock issuance and registration, which will take effect from the date of promulgation. The supporting system rules of the stock exchange, the national stock transfer company, China Settlement, China Securities Finance and the Securities Industry Association are issued and implemented simultaneously.

The full implementation of the registration system is a major reform involving the overall situation of the capital market. With the joint efforts of all parties, the pilot registration system of the Science and Technology Innovation Board, the Growth Enterprise Market and the Beijing Stock Exchange has been generally successful. The main institutional rules have withstood the market test, and the results of the reform have been recognized by the market. The promulgation and implementation of the rules of the registration system in an all-round way marked the basic stereotype of the institutional arrangements of the registration system, the promotion of the registration system to the whole market and all kinds of publicly issued shares, which is a milestone in the process of China's capital market reform and development.

A total of 165 system rules have been issued this time, of which 57 are issued by the China Securities Regulatory Commission and 108 supporting system rules issued by the Stock Exchange, the National Stock Exchange Company, China Settlement, etc. The content covers issuance conditions, registration procedures, sponsorship underwriting, material asset reorganization, regulatory law enforcement, investor protection and other aspects. The main contents include: First, streamline and optimize the conditions for distribution and listing. Adhere to information disclosure as the core, and translate the issuance conditions under the approval system into information disclosure requirements as much as possible. Each market sector sets diversified and inclusive listing conditions. The second is to improve the registration process. Adhere to the basic structure of focusing and interconnecting the audit of stock exchanges and the registration of the China Securities Regulatory Commission, further clarify the division of responsibilities between the stock exchange and the China Securities Regulatory Commission, and improve the efficiency and predictability of audit and registration. If major sensitive matters, major unparalleled situations, major public opinion and major illegal clues are found during the audit process of the stock exchange, they shall promptly request a report to the China Securities Regulatory Commission. The China Securities Regulatory Commission pays close attention to whether the issuer complies with the national industrial policy and sector positioning. At the same time, the issuance review committee of the China Securities Regulatory Commission and the merger and acquisition review committee of listed companies will be abolished. Third, optimize the issuance underwriting system. There are no administrative restrictions on the issuance price and scale of new shares, and improve the inquiry, pricing, allocation and other mechanisms with institutional investors as the main participants. Fourth, improve the material asset reorganization system of listed companies. Listed companies in all market sectors issue shares to purchase assets uniformly implement the registration system, improve the reorganization recognition standards and pricing mechanism, and strengthen the supervision of reorganization activities after the event. Fifth, strengthen regulatory enforcement and investor protection. Strictly crack down on illegal acts in the process of securities issuance and underwriting in accordance with the law. Refine the arrangement of the repurchase system. In addition, the relevant arrangements of the national stock exchange registration system are generally consistent with stock exchanges, and differentiated arrangements are made based on the characteristics of small and medium-sized enterprises.

The Party Committee of the China Securities Regulatory Commission and the Discipline Inspection and Supervision Group of the Central Commission for Discipline Inspection and the National Supervision Commission in the China Securities Regulatory Commission will create a clean registration system with strong supervision. At the level of institutional rules, we will improve the supervision and restriction mechanism covering the whole process of issuance, listing, refinancing, mergers and acquisitions and reorganization, delisting, supervision and law enforcement, strengthen the risk prevention of integrity of personnel in key positions, and strengthen the supervision of integrity in the industry. We will improve the arrival supervision of stock exchanges and national stock transfer companies, and the embedded supervision of issuance review and registration, and maintain "zero tolerance" for corruption in the capital market field, and maintain integrity and discipline.

During the period of public consultation on the full implementation of the rules of the registration system, the China Securities Regulatory Commission widely listened to the opinions and suggestions of market institutions, experts, scholars, the public and other aspects through emails, letters, online messages and other channels. The China Securities Regulatory Commission attaches great importance to the opinions and suggestions put forward by all walks of life, summarizes them out day by day, and carefully studies them one by one. As of February 16, a total of 447 opinions have been received and 89 have been adopted, mainly involving increasing the punishment for violations of laws and regulations, clarifying the scope of performance of independent financial advisers, and improving the legal liability of controlling shareholders and actual controllers of non-listed public companies in major asset reorganization. Some of the unadopted opinions are operational issues that will be implemented in specific work; some are rule understanding issues, which will be clarified through publicity and interpretation, industry training, etc.; some are controversial and need further study and demonstration; and some lack a superior legal basis, which have been explained in the relevant legislative notes.

The above content is forwarded from the official account of Shenzhen Stock Exchange.