202 1 Details of new delisting rules
On the evening of 65438+February 3 1, the Shanghai and Shenzhen Stock Exchanges officially issued new delisting rules respectively. Compared with the exposure draft, the new delisting rules focus on improving the delisting index of "fraud amount+fraud ratio", which was previously questioned by the market.
Compared with the exposure draft, what adjustments have been made to the new delisting rules? Six main points:
1. Shorten the inspection period of financial fraud from 3 years to 2 years, reduce the total amount of fraud from 1 100 million yuan to 500 million yuan, reduce the proportion of fraud from 100% to 50%, and add new operating income fraud indicators.
2. It is clear that business income unrelated to the main business and income without commercial substance should be deducted.
3. For companies with negative net profit before and after deduction, the deduction of operating income and the amount of operating income after deduction shall be disclosed in the annual report, and the accountant shall issue special verification opinions to clearly distinguish accounting responsibility from auditing responsibility.
4. Improve the transitional arrangement of delisting indicators, and make it clear that before and after the implementation of the new regulations, the stock closing price is continuously lower than 1 yuan, and if it touches the standard of termination of listing, it will enter the delisting consolidation period according to the original rules.
5. Science and technology innovation board should improve delisting indicators and procedures at the same time, and Shenzhen Stock Exchange should unify the delisting standards of main board and small and medium-sized board companies.
6. Clearly touch the relevant entities of the company that have been forced to withdraw from the market due to major violations. From the date of advance notice of the relevant administrative penalty decision or the date of judicial judgment to the date of termination of listing of the company's shares, the company's shares may not be reduced.
Analysts pointed out that the new delisting rules are highly compatible with the spirit of the new Securities Law. The new Securities Law has deleted the relevant provisions on suspension and resumption of listing, made it clear that the exchange will formulate delisting standards, and the exchange will assume the main responsibility, further improving the delisting standards and procedures, thus forming four types of delisting situations: financial, trading, normative and major illegal. The new securities law makes it clear that the entry end no longer emphasizes sustainable profitability, but pays attention to sustainable operation ability, and the exit end is consistent with the entry end. The delisting standard no longer examines a single profit indicator, but replaces it with comprehensive financial indicators to accelerate the liquidation of zombie shell enterprises and promote the survival of the fittest in the market.
Focus 1:
Strictly tighten the quantitative indicators of major financial fraud delisting.
Compared with the exposure draft, the most important revision of the new delisting rules is to adjust the delisting index of "fraud amount+fraud ratio".
In this feedback, some people suggested that the proportion index and the amount index should be set strictly, which reflected the market's strong expectation of severely punishing financial fraud. In view of this, the new delisting rules have absorbed the above suggestions, reduced the proportion and absolute value of fraud amount, shortened the investigation period of fraud from three years to two years, reduced the total fraud amount from 65.438+0 billion yuan to 500 million yuan, and reduced the fraud ratio from 654.38+0.000% to 50%, and added new operating income fraud indicators to further tighten the quantitative indicators. Compared with the draft for comments, the formal rules are stricter in setting indicators.
The specific adjustment is as follows: According to the facts identified in the administrative penalty decision of China Securities Regulatory Commission, the operating income, net profit, total profit or balance sheet disclosed by the company has been falsely recorded for two consecutive years, and the amount of false records has reached more than 500 million yuan, exceeding 50% of the total amount of corresponding data disclosed in the two years. (When calculating the above total, if the relevant financial data is negative, take its absolute value first and then calculate the total. )
Does this mean that listed companies can avoid delisting as long as they fail to meet the newly added "fraud amount+fraud ratio" index?
The exchange pointed out that this view is inaccurate. The newly added quantitative indicators of major financial fraud are a further supplement to the indicators of major illegal mandatory delisting, such as fraudulent issuance and illegal disclosure of major information, in the Implementation Measures for Compulsory Delisting of Listed Companies issued by the Exchange on October 20 1654381October.
In recent years, the amount of financial fraud of individual companies in the market is huge, and the fraud situation is serious and the impact is extremely bad. Therefore, on the basis of the original mandatory delisting standard for major illegal acts, the index of "fraud amount+fraud ratio" is added to further clarify the standard and accurately crack down on such major vicious fraud. This new indicator is not to draw a "safety line" for financial fraud of listed companies, but to further enhance the integrity of the criteria for determining major violations and play a delisting effect together with other major violations. In other words, even if the company's financial fraud does not touch the new standards, it will still be terminated if it touches the original standards such as fraudulent issuance and illegal disclosure of major information.
According to the exchange, combating fraud requires a comprehensive system and various tools. According to the seriousness and actual situation of fraud, various measures including disciplinary action, administrative punishment, criminal transfer, class action, delisting and so on are taken. They are all taken comprehensively, rather than delisting as long as they are fraudulent. We will continue to strictly supervise financial fraud and resolutely delist companies that meet the delisting criteria.
Focus 2:
Obviously, income that has nothing to do with the main business and has no commercial substance should be deducted.
There is a view that operating income indicators are easy to avoid. The exchange pointed out that the new combination index of "deducting non-net profit+operating income" in this delisting system reform points to shell companies that have no ability to continue to operate. In order to prevent the company from avoiding delisting through fictitious income, the following arrangements have been made in the listing rules to ensure the implementation of this new index in place.
First, when the company is required to judge whether the indicator is touched, the income unrelated to the main business and the income without commercial substance should be deducted from the business income. A listed company shall fully disclose the deduction of business income and the amount of business income after deduction in its annual report, and its directors, supervisors and senior managers shall bear corresponding responsibilities.
Second, the accounting firm responsible for the annual report audit should issue special verification opinions on whether the deduction of the company's operating income is in compliance with the regulations and whether the amount of the deducted operating income is accurate.
Third, if the company fails to deduct relevant income according to the regulations, the exchange may require the company to deduct it, and decide whether to implement delisting risk warning or terminate listing according to the deducted operating income.
Focus 3:
Before and after the implementation of the new regulations, the closing price was continuously lower than 1 yuan.
And touched on the criteria for terminating listing.
Enter the delisting period.
The new delisting rules will improve the transitional arrangement of delisting indicators. It is pointed out that before the promulgation and implementation of the new regulations, if the stock closing price touches the delisting standard of the original Listing Rules, it is not clear whether to give the delisting consolidation period trading opportunities. From the perspective of giving the market full expectations, the Exchange made it clear that before and after the implementation of the new regulations, the stock closing price was continuously lower than 1 yuan, and if it touched the standard of termination of listing, it would enter the delisting consolidation period according to the original rules.
Focus 4:
Relevant subjects of companies that are forced to withdraw from the market due to major violations of laws.
Before the company's shares are delisted, it shall not reduce its shares.
In order to protect the rights and interests of investors, the Shanghai and Shenzhen Stock Exchanges explicitly touch on specific subjects such as controlling shareholders, actual controllers, directors, supervisors and senior managers of companies that have been forced to withdraw from the market due to major violations of laws, and shall not reduce their shares from the date when the relevant administrative punishment decision is notified in advance or the judicial judgment is made until the company's shares are terminated from listing and delisting.
Focus 5:
What other adjustments have been made to the new delisting rules?
In science and technology innovation board, the revised new delisting rules further improve the delisting indicators and optimize the delisting procedures, mainly including the following two aspects.
First, in terms of delisting indicators, strengthen the cross-use of financial indicators, optimize the deduction mechanism of operating income, and add quantitative indicators for delisting of major financial fraud. More than half of the newly added directors cannot be faithful to the normative indicators of annual or semi-annual reports. Second, in terms of delisting procedures, it is clear that stocks whose listing is terminated due to delisting will not enter the delisting consolidation period, and in other cases, the delisting consolidation period will be shortened from 30 trading days to 15 trading days, further simplifying the delisting procedures, and at the same time, opening the limit on the first day of delisting consolidation period.
In addition, the daily stock trading restrictions are increased for the stocks of science and technology innovation board companies that have been warned of delisting risks, but they are still traded according to the stock trading mechanism of science and technology innovation board.
Shenzhen Stock Exchange pointed out that some people think that there is no need to set up two sets of delisting standards for small and medium-sized board companies and main board companies. Shenzhen Stock Exchange adopts this proposal, and does not separately stipulate the relevant standards of SME board companies, which is consistent with the main board standards.
At the same time, the suspension of the implementation of risk warning stock trading information is independent of other stock disclosures, ordinary investors need to sign a risk disclosure book for the first time to buy risk warning stocks, and the restrictions on the number of risk warning stocks bought in a single day. The specific implementation time will be notified separately.
In addition, the Shenzhen Stock Exchange further clarified the basis for the application of transitional arrangements for major violations of laws and regulations, and clarified the specific circumstances that are not included in the relevant time limit for re-listing.
Focus 6:
How to understand the previous stock *ST company even if it continued to lose money
It is also possible that the listing will no longer be suspended?
The exchange said that this time, the combined financial indicator of "net profit before and after deduction+operating income, which is lower" was adopted to replace the single indicator of net profit and continuous loss of operating income, aiming at identifying those zombie shell enterprises that have no main business for a long time and continue to rely on non-recurring income to protect their shells through multi-dimensional characterization, realizing market clearing, and at the same time giving certain development space to technology enterprises whose main business has not been profitable or companies that have suffered temporary losses due to industry cycles, which is in line with the new Securities Law. This round of delisting reform has clarified the delisting standards of financial indicators, and the three types of financial indicators are cross-applicable, involving a variety of permutations and combinations. The listed companies' financial delisting is more diverse, which has a greater impact on zombie shell enterprises.