After a few days of discussion, the specific opinions of the CDR system were finally released.
On March 30, the General Office of the State Council forwarded the Notice of the CSRC on Several Opinions on Piloting the Issuance of Stocks or Depositary Receipts in Innovative Enterprises (hereinafter referred to as “Notice”) (Note: The notice refers to the red chip enterprise, which means Enterprises whose registered places are overseas and whose main business activities are in the territory.)
The 21st Century Business Herald reporters sorted out the key points in the Notice, and you need to understand these issues.
The Notice preliminarily clarified the scope of the pilot enterprises:
Pilot enterprises should be in line with national strategies, master core technologies, and have high market acceptance.It belongs to high-tech industries such as the Internet, big data, cloud computing, artificial intelligence, software and integrated circuits, high-end equipment manufacturing, biomedicine, and strategic emerging industries, and has reached a considerable scale of innovative enterprises.
among them,Large-scale red-chip companies that have been listed overseas have a market capitalization of at least RMB 200 billion; innovative enterprises that have not yet been listed overseas (including red-chip companies and domestic registered enterprises) have an operating income of not less than RMB 3 billion in the most recent year. The valuation is not less than 20 billion yuan, or the operating income is growing rapidly. It has independent research and development, international leading technology, and is in a comparatively advantageous position in the competition of the same industry.
The State Council has given a general framework, but the details of the future pilot enterprises will be designated by the CSRC.
Established the Science and Technology Innovation Industrialization Advisory Committee
The CSRC will set up the Science and Technology Innovation Industrialization Advisory Committee (hereinafter referred to as the Advisory Committee) to help judge the qualifications of the pilot enterprises, give full play to the relevant departments of the relevant industries and experts and scholars, and strictly select the pilot enterprises. The advisory committee is composed of relevant industry authoritative experts and well-known enterprises. Home, senior investment experts and other components.
According to the pilot enterprise standards,Comprehensive consideration of business models, development strategies, R&D investment, new product output, innovation capabilities, technical barriers, team competitiveness, industry status, social impact, industry development trends, corporate growth, estimated market capitalization, etc.Make a preliminary judgment on whether the applicant company is included in the scope of the pilot.
The reporter learned thatThe CSRC takes this as an important basis, and the audit decides whether the application enterprise is included in the pilot, and accepts the application for listing and listing of the pilot enterprises in strict accordance with laws and regulations.
CDR, IPO dual track system
Unlike the previous market speculation, the State Council's document will allow companies to choose between CDR and IPO, namely the dual-track system. Specifically, the pilot enterprises may choose to apply for the issuance of stocks or depositary receipts in accordance with relevant regulations and their own actual conditions.
It is worth noting that the stocks or depositary receipts issued by the pilot enterprises in China shall be listed and traded on the domestic stock exchanges, and will be registered and deposited in China Securities Depository and Clearing Co., Ltd.. The funds raised by the pilot enterprises can be remitted abroad in the form of RMB or foreign exchange purchases, or they can be retained for domestic use. The use of funds raised by pilot enterprises, dividend distribution of depositary receipts, etc. shall comply with relevant regulations on foreign investment and foreign exchange administration in China.
In accordance with the laws and regulations of the Securities Law and other laws and regulations, the CSRC approves the pilot red-chip companies to issue shares in China in accordance with the current stock issuance approval procedures; in principle, in accordance with the stock issuance approval procedures, the issuance audit committee shall review the issuance of pilot red chip corporate depository receipts in accordance with the law. Application.
How to supervise before is one of the important obstacles to the launch of the CDR system. In the Notice, the regulatory layer also gave guidance.
The Notice states thatThe issuance, listing and trading of stocks or depositary receipts in the domestic pilot enterprises are all included in the scope of the current securities law. The CSRC implements supervision in accordance with the Securities Law and this opinion and relevant regulations, and establishes a supervisory cooperation mechanism with the securities regulatory authorities of relevant countries or regions such as the place where the pilot red chip enterprises are listed, and implements cross-border supervision.
1. Information disclosure
When a pilot red chip enterprise issues securities in China, it shall disclose financial information in accordance with the laws and regulations of the Securities Law, and clarify relevant issues during the fiscal year period in the listing arrangement. The financial report information of the pilot red-chip companies that issue securities disclosures in China may be prepared in accordance with the Chinese Accounting Standards for Business Enterprises or the accounting standards recognized by the Ministry of Finance and equivalent to the Chinese Accounting Standards for Business Enterprises. It may also be prepared in accordance with International Financial Reporting Standards or US Accounting Standards. At the same time, it provides information on the difference adjustment adjusted in accordance with the Chinese Accounting Standards for Business Enterprises.
2. Investor protection
Pilot companies must not have any special arrangements or actions that harm the legitimate rights and interests of domestic investors. For the issuance of stocks, the current domestic investor protection system shall be implemented; the controlling shareholders, actual controllers, directors and senior management personnel of the unprofitable pilot enterprises shall not reduce the shares held before the listing before the enterprise realizes the profit. Where the depositary receipts are issued, it shall be ensured that the holders of the depositary receipts actually enjoy the rights and interests of the holders of the overseas basic stocks, and the depositary shall exercise the rights of the foreign basic stock issuers on behalf of the domestic investors. When the legitimate rights and interests of investors are damaged, the pilot enterprises should ensure that domestic investors receive compensation comparable to those of foreign investors.
3. Legal liability
If the relevant market entities such as pilot enterprises issue securities in violation of laws and regulations and fail to disclose information according to regulations, if the disclosed information has false records, misleading statements or major omissions, or if there are other illegal acts such as insider trading and manipulation of the market, they shall be in accordance with the securities laws and other laws. The regulations stipulate legal responsibility. If the relevant market entities such as pilot enterprises cause damage to the legitimate rights and interests of investors, they shall be liable for compensation according to law, and investors may directly demand that they bear the liability for damages according to law. If the depositary or custodian violates this opinion and the relevant provisions of the CSRC, the CSRC may take regulatory measures according to law and pursue its legal responsibilities.