The Implementation Of The New Securities Law Requires Intensive Regulation Of Exchanges: Strengthening The Supervision Of Key Minorities And Compacting Intermediary Responsibilities.

In March 1st, the new securities law was formally implemented, and the exchanges began to carry out various implementation measures, including the implementation of the reform and deployment of securities issuance registration system, and strengthening the supervision of information disclosure.

As an important basis for corporate supervision, information disclosure is undoubtedly the cornerstone of maintaining the stable operation of the securities market. The new securities law has set up a special chapter on information disclosure. In the implementation of the new securities law in Shanghai and Shenzhen stock exchanges, strengthening information disclosure requirements has also become a key task.

According to the twenty-first Century economic report reporter, at present, according to the requirements of the new securities law to strengthen information disclosure, the stock exchange has systematically issued a series of supporting self-regulation rules to implement the regulations, and further standardize the related matters of listed companies from many aspects such as the high responsibilities of the directors, the disclosure of major events, voluntary disclosure of information and the disclosure of rights and interests, and also adopt a series of regulations. Li Chao puts pressure on the agency.

"The framework provisions of the new securities law have been promulgated. The specific implementation is to rely on the rules of exchange and other regulators to refine the rules, improve the rules in the past, of course, the daily supervision will be stronger, and the internal rules and regulations and management methods should be amended accordingly. Some administrative rules and regulations of the SFC also need to be adjusted accordingly. More detailed. " In March 1st, Dong Dengxin, director of the financial and Securities Research Institute of Wuhan University of Science and Technology, said.

"Reducing burden" and "improving efficiency"

On the whole, the exchange emphasized the importance of strengthening the letter. Among them, the Shenzhen Stock Exchange has also mentioned that it is necessary to establish a simple, transparent, and efficient market friendly rule system, including reducing unnecessary regulatory matters and materials, reducing the ambiguous area of rules, and providing concise, clear and feasible code of conduct for the market.

It is understood that the Shenzhen Stock Exchange has combed nearly 50 rules that need to be revised or formulated in relation to the reform of the registration system for securities issuance, the supervision of listed companies, the supervision of bonds, and the regulation of transactions. According to the new situation of market development and change, we have put forward suggestions for clearing up over 40 other rules.

In order to reduce the burden on listed companies, the Shenzhen Stock Exchange also provides more independent space to the market in terms of capital utilization during the period of fund raising and the governance of small and medium-sized board companies.

Behind the "simplifying and simplifying" of listed companies, the "Shenzhen Stock Exchange" has put forward more challenges to "precise supervision" and "efficient supervision".

In twenty-first Century, the economic news reporter was informed that in order to enhance the effectiveness of the front-line regulation, the Shenzhen stock exchange held the controlling shareholder, the real controller and Dong Jian's key minority as the key areas of supervision, and strengthened the supervision of high risk key areas such as performance commitments, external guarantees and reputation impairment.

The core of modern corporate governance is the board system. Strengthening the supervision of directors and supervisors is the core of corporate governance. From the irregularities in the capital market these years, the actual controllers and Dong Gao's tunneling are even the main areas of tunneling and even collusion with listed companies, interest transmission and illegal information disclosure. Pan Helin, executive dean of Digital Economics Research Institute of Zhongnan University of Economics and Law, pointed out.

In fact, the newly implemented securities law has expanded the scope of information disclosure obligor, and extended the scope of information disclosure obligor from "issuer and listed company" to "other information disclosure obligor" stipulated by the issuer and the law, administrative regulations and securities regulatory authority under the State Council. Role norms.

"This reflects the sinking of responsibilities. (part of the enterprises) in the process of the letter, Dong Jiangao and the legal representative signed a formality. The most important thing is to implement the responsibility to the people. The written signature is used as the basis for the accountability. (the new securities law is amended) the future Dong Gao Gao will be more cautious about his behavior. This is a good thing to ensure that the whole process of supervision and supervision is more in place. Dong Dengxin said.

It is worth mentioning that apart from restricting the key minority, the exchange also made further regulation on the power of Dong Jian Gao according to the requirements of the new securities law.

The exchange pointed out that if the director of the board of directors was unable to guarantee the authenticity, accuracy, completeness or disagreement of the contents of the periodic report, he should express his views and state the reasons in the written confirmation opinion, and the listed company should disclose it. If a listed company fails to disclose, the director Gao can apply for disclosure directly.

In the 2018 annual report season, Dong Jiangao, who was among the 11 directors of "Dong Jing Gao questioned her annual report", including *ST, *ST, Herman, *ST Huaxin and ST West FA, questioned her annual report and put aside her responsibilities. Many Dong Jiangao's "no fidelity" statements emerged from practice.

"Strengthening the responsibilities of Dong Guan Gao and strengthening his rights, the directors have the right to disclose the objection information directly, so as to avoid the interference and interference of the real control people to the whole letter, and help to improve the authenticity of the information. At present, some listed companies has the final say in the governance of real controllers and large shareholders. Dong Gaojian is equivalent to professional managers team, including independent directors. Giving Dong Jun's right to disclose the truth is conducive to the formation of a certain game mechanism, avoiding the dominance or manipulation of the real controller.

The phenomenon of listed companies. " Pan and Lin pointed out.

Responsibility of compaction intermediaries

In addition to Dong Gao Gao, another "intermediary" plays an important role in the authenticity of information disclosure of listed companies.

Earlier, due to the "two Kang" incident, the market had a certain "trust crisis" for the intermediaries.

In order to strengthen the supervision of information disclosure, the exchange should strengthen the supervision of intermediaries and strengthen the information disclosure requirements of listed companies to select intermediaries.

According to the Shenzhen Stock Exchange, it will urge listed companies to strengthen the letter of appointment of accounting firms in institutions, personnel, business, integrity records and independence, etc., fully disclosing the reasons for "changing places" and the performance of the board of auditors, and guiding the rational selection of intermediaries.

At the same time, the Shenzhen Stock Exchange will also make good use of sufficient supervision means, investigate the responsibilities of the undiligent intermediary institutions in accordance with the regulations, strengthen the punishment of dishonesty, and urge the effective "gatekeeper" role in checking checks.

In the past, the CPA has worked out a new work plan for the implementation of the new securities law. It has adopted a series of measures to improve the audit quality of accounting firms in the light of the major changes in the implementation of the securities issuance registration system, the double filing system for accounting firms engaged in securities services, the increased supervision after the punishment, and the increased risk of civil liability for compensation in accounting firms.

"Last year, several cases of listed companies with risk events were related to the independence of audit institutions, and even the existence of financial fraud by controlling shareholders, not only did they not assume the role of gatekeepers, but sometimes they might help them. Because audit has cost, interest and even longer time to form certain binding interests. Strengthening credibility, independence and replacement will help maintain the independence of audit institutions. " Disk and

Lin said. (Editor: Wu Yan Ling)

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