The article on dividends and delisting understands the nine business rules issued by the Shanghai Stock Exchange.
On April 30th, the Shanghai Stock Exchange officially issued nine supporting business rules, including the Rules for the Examination of Stock Issuance and Listing. The relevant person in charge of the Shanghai Stock Exchange answered the reporter’s questions on the formulation and revision of the rules. The main contents are as follows:
1. Please introduce the general situation of the business rules issued this time.
A: The Shanghai Stock Exchange has revised and issued nine business rules, including five major business rules, such as the Rules for the Examination of Stock Issuance and Listing, and four supporting business rules and guidelines. Specifically, it includes three categories: first, six rules for review of issuance and listing, second, one rule for underwriting of issuance, and third, two rules for continuous supervision, namely, the Main Board and science and technology innovation board Stock Listing Rules.
In addition, the Shanghai Stock Exchange is formulating other business rules to revise and implement the new "National Nine Articles" and will release them to the market as soon as possible.
II. What are the considerations for the revision of the Interim Provisions on the Declaration and Recommendation of the Issuance and Listing of Enterprises in science and technology innovation board?
A: In order to better support and encourage "hard-tech" enterprises to issue and list in science and technology innovation board, strengthen the requirements of science and technology attributes, and further highlight the characteristics of "hard-tech" in science and technology innovation board, the China Securities Regulatory Commission recently revised the "Guidelines for the Evaluation of Science and Technology Attributes (Trial)", and the Shanghai Stock Exchange simultaneously revised the "Interim Provisions on the Reporting and Recommendation of the Issuance and Listing of Enterprises in science and technology innovation board".
First, improve the evaluation criteria of science and technology innovation board science and technology innovation attributes, and strengthen the key indicators to measure scientific research investment, scientific research achievements and growth. Adjust the amount of R&D investment in the last three years from "accumulated above 60 million yuan" to "accumulated above 80 million yuan", adjust "more than 5 invention patents applied to the company’s main business" to "more than 7 invention patents applied to the company’s main business and able to be industrialized", and adjust the compound growth rate of operating income in the last three years from "reaching 20%" to "reaching 25%" In the exception clause, "there are more than 50 invention patents (including national defense patents) that form core technologies and are applied to the main business", and the requirement of "industrialization" of invention patents is simultaneously increased.
The second is to focus on promoting the needs of scientific and technological innovation and compact the recommendation responsibility of sponsors. Sponsors are required to conform to the national strategy and industrial policy orientation, base themselves on promoting the development of new-quality productive forces, implement the concept of high-quality development, accurately grasp the positioning of science and technology innovation board, and recommend "hard-tech" enterprises with key core technologies, outstanding scientific and technological innovation ability, outstanding transformation and application ability of scientific research achievements, prominent industry position or high market recognition, and strong growth to apply for science and technology innovation board.
3. What amendments have been made to the Guidelines for the Acceptance of Application Documents?
A: The new "National Nine Articles" clearly points out that the sudden "clearance dividend" before listing should be included in the negative list of issuance and listing, and the Shanghai Stock Exchange’s Application Guide No.1 — — The Acceptance of Application Documents has been revised, and a negative list of issuance and listing has been added to clarify the requirements of relevant application documents. The sponsor shall issue special verification opinions on whether the issuer, its actual controller and the "key minority" such as Dong Jiangao have a significant negative reputation, and whether the issuer has a surprise "clearance" dividend, and include the verification opinions in the scope of the declaration documents.
The aforementioned "Assault ‘ Clearance type ’ The standard of "dividend" is: the cumulative dividend amount in the three years of the reporting period accounts for more than 80% of the net profit in the same period; Or during the reporting period, the cumulative dividend amount in the three years accounts for more than 50% of the net profit in the same period and the cumulative dividend amount exceeds 300 million yuan. At the same time, the total proportion of replenishment and repayment of loans in the raised funds is higher than 20%.
4. What arrangements have been made for the revision of the Guidelines for On-site Supervision in order to further compact the "gatekeeper" responsibility of intermediaries?
A: Shanghai Stock Exchange’s Guidelines for the Application of the Rules for the Examination of Issuance and Listing No.3 — — On-site supervision has been revised, focusing on the following three aspects.
The first is to clarify the principle of "one supervisor to the end". In order to strengthen the warning and shock of strict supervision, it is clear that the withdrawal of the application by the issuer or the withdrawal of the sponsorship by the sponsor will not affect the implementation of the supervision work, nor will it affect the handling of the problems found by the supervision according to the regulations.
The second is to broaden the coverage of on-site supervision. Increase the "random sampling" on-site supervision mode, randomly select the accepted projects according to the evaluation results of the practice quality of the sponsors oriented by the quality of listed companies, and start on-site supervision for sponsors. It is clear that after the deliberation at the meeting of the Listing Audit Committee and before the listing of stocks or depositary receipts, if there are any matters that have a significant impact on the issuer’s compliance with the issuance conditions, listing conditions or information disclosure requirements, the Exchange may start on-site supervision as needed.
The third is to strengthen self-discipline supervision in on-site supervision. Strengthen the self-discipline and punishment of illegal intermediaries and practitioners, urge them to better perform the responsibility of verification and check, clarify the heavier handling situation, and emphasize that sponsors, securities service institutions and their related personnel refuse, hinder or evade the on-site supervision of the Exchange, and falsely report, conceal or destroy relevant evidence, and the Exchange may give disciplinary punishment to the application documents and information disclosure documents submitted or signed by them within a certain period of time.
5. Please briefly introduce the situation that the Stock Listing Rules set up strong restraint measures for dividend failure?
A: This revision of the rules introduces the "other risk warning" (ST) measures for cash dividends that are not up to standard, with the aim of urging companies to return investors with stronger constraints. Unlike "delisting risk warning" (*ST), listed companies will not be delisted just because dividends are not up to standard.
Dividends are not up to standard, and the ST situation is implemented. For the companies that have made profits in the last year and the undistributed profits at the end of the parent company’s statements are positive, the overall dividend situation in the past three years is evaluated. When the accumulated dividend ratio and dividend amount in the last three years do not meet the requirements (that is, the company whose net profit in the last fiscal year is positive and the undistributed profits at the end of the parent company’s statements are positive, the total accumulated cash dividends in the last three fiscal years are lower than 30% of the average annual net profit in the last three fiscal years, and the accumulated cash dividends in the last three fiscal years are lower than 5,00 The repurchase cancellation amount is included in the above cash dividend amount. The index design takes into account the investor’s return demand and the company’s sustainable development needs. The company can independently make dividend plans according to the company’s profit and cash flow during the three-year evaluation period. In addition, the rules fully consider the large R&D investment of science and technology innovation board enterprises and make differentiated arrangements.
When setting specific indicators this time, various factors that affect the dividends of listed companies, such as undistributed profits and profitability, are comprehensively considered. It is expected that a large number of companies will not be implemented ST because the cash dividends are not up to standard. Based on the data of 2022, the number of companies involved in Shanghai stock market is about 30. The rule will be officially implemented on January 1, 2025. The first "last three fiscal years" refers to the year from 2022 to 2024, and the companies involved still have time to improve their dividends. After the formal implementation of the rules, it will promote more companies to return investors with real money.
6. What arrangements does the Shanghai Stock Exchange have for the implementation of the new delisting rules?
A: Based on the feedback from the market, the Shanghai Stock Exchange further explained the formulation and subsequent implementation of the rules:
The first is to clear out accurately and advance steadily. In the case of financial delisting, the operating income index has been tightened, and the market situation and sector differences have been comprehensively considered; Adjust the delisting index of the main board market value category, and fully evaluate the current market situation; Revising the delisting situation of normative and major illegal categories reflects the scientific setting and the orientation of cracking down on fraud. Judging from the overall impact assessment, this revision of delisting rules is aimed at "empty-shell zombies" and "black sheep" as a whole, reflecting "all should be retired" and highlighting the quality and value of listed companies, not at "small-cap stocks". At the same time, the implementation of the rules has set up a new and old cut-off arrangement to ensure a smooth transition, severely crack down on companies that have been faking for many years and companies that have occupied the funds of controlling shareholders and will not be rectified, clarify the investor expectations of delisting risk companies, and strengthen risk disclosure.
The second is to increase efforts and be strict according to law. The revision of delisting rules focuses on cracking down on vicious violations of laws and regulations such as financial fraud and capital occupation. For major illegal delisting, a multi-level and three-dimensional delisting situation has been formed. On the basis of initial public offering fraud, reorganization of fraudulent public offering, fraud to avoid financial delisting and serious damage to the interests of the state and the public, this revision tightens the two-year fraud, adds one-year serious fraud and three-year continuous fraud, scientifically sets the scope of application of major illegal delisting, and further increases the crackdown on serious financial fraud. In addition, this time, companies with ineffective internal control and funds occupied by controlling shareholders will also be strictly delisted. In particular, those who refuse to rectify after repeated occupation and reoccupy after rectification will be resolutely cleared.
The third is to strictly pursue responsibility and strengthen relief. Continue to promote the strengthening of accountability and the protection of investors’ interests. On the one hand, we will resolutely take disciplinary action against delisting companies that violate laws and regulations, and promote the strengthening of administrative, civil and criminal accountability. On the other hand, strengthen the risk disclosure of delisting risk companies, and promote the comprehensive use of representative litigation and advance payment to safeguard the legitimate rights and interests of investors if there are false records and other behaviors that infringe on the interests of investors.
In the follow-up, the Shanghai Stock Exchange will earnestly shoulder the main responsibility of delisting implementation, conscientiously perform important duties such as delisting decision-making, information disclosure supervision and transaction monitoring, strengthen delisting supervision, and promote the formation of a normalized delisting pattern that should be retired and cleared in time.
7. What specific measures will the Shanghai Stock Exchange take to strengthen restructuring supervision and reduce the value of "shell" resources?
A: In order to prevent the "empty shell zombies" and "black sheep" who should be cleared out from cashing out, avoiding delisting, disrupting market order and harming the interests of small and medium-sized investors by means of "flickering" restructuring, "three highs" mergers and acquisitions, and blind cross-border acquisitions, the new "National Nine Articles" clearly require strengthening the supervision of mergers and acquisitions and further reducing the value of "shell" resources. In the next step, the Shanghai Stock Exchange will carefully supervise the major asset restructuring of "shell" companies, and strictly supervise companies that have been "delisting risk warning" (*ST) due to lack of sustainable operation ability, and companies that are on the verge of trading delisting indicators to plan major asset restructuring and prevent illegal "shell protection" and "shell speculation"; Improve the coverage of on-site inspection for major asset restructuring of other *ST, ST and other companies, and effectively control the quality of the underlying assets.
While strengthening the supervision of the restructuring of "shell" companies, policy measures such as improving the "small and fast" audit mechanism, appropriately improving the valuation inclusiveness of M&A targets, and encouraging listed companies to absorb mergers have been implemented one after another, and the market policy environment for M&A and restructuring has been continuously optimized. In order to support leading enterprises in the industry to efficiently acquire high-quality assets, listed companies with high quality and large market value will be quickly reviewed according to the provisions of Article 43 of the Audit Rules for Major Asset Restructuring, so as to give full play to the market function of mergers and acquisitions to optimize resource allocation. In the next step, the Shanghai Stock Exchange will continue to support listed companies to implement standardized restructuring transactions, and promote companies to inject high-quality assets and enhance investment value.
8. What arrangements has the Shanghai Stock Exchange made for the implementation time of the new rules?
A: In order to ensure the smooth implementation of the newly formulated revised rules, the Shanghai Stock Exchange will make the following arrangements according to the characteristics of the rules and regulations and with reference to market opinions and suggestions:
First, the audit rules will be implemented as of the date of promulgation. The provisions of the original audit rules shall apply to the first project that has passed the deliberation of the Shanghai Municipal Committee; The first project that fails to pass the deliberation of the Shanghai Municipal Committee shall meet the requirements of the new main board listing conditions and science and technology attributes.
Second, underwriting rules will come into force as of the date of promulgation. The lead underwriter and other investment value research report writing institutions shall write and provide investment value research reports in accordance with the requirements of the Guidelines on Matters Concerned in Investment Value Research Reports.
The third is the continuous supervision rules, which will be implemented as of the date of promulgation. In order to realize the smooth implementation of new regulations such as dividend distribution and delisting to the greatest extent and better protect the rights and interests of investors, the Shanghai Stock Exchange has made specific arrangements for the implementation time of dividend distribution and delisting (including four types of mandatory delisting) in the notice issued by the main board and science and technology innovation board, which has drawn the attention and knowledge of listed companies and investors.
(CCTV reporter Dong Bin Sha Qian)



















