Original title: China Securities Regulatory Commission: In accordance with the principle of substance over form and importance, penetrating inspection of shareholders of companies to be listed
In response to media reports in the penetrating verification of shareholder information disclosure of companies to be listed, some items have excessively strict and detailed verification requirements and increase the burden on the company. A spokesperson for the China Securities Regulatory Commission recently stated that it will adhere to the substance in the process of shareholder penetrating verification. Focus on form while quantifying the importance principle as much as possible.
The China Securities Regulatory Commission stated that with the continuous high-quality development of my country’s economy and the continuous release of dividends from capital market reforms, more and more investors have participated in the investment activities of companies to be listed, providing capital support for the sustainable and healthy development of companies. While advocating legal investment, long-term investment, and value investment, the China Securities Regulatory Commission also pays attention to the formation of “shadow shareholders” through equity holdings, multi-level nesting, etc., and some rush into shares or low-price shares to obtain improper benefits. . Over the years of regulatory practice, the China Securities Regulatory Commission has continued to strengthen the supervision of the above-mentioned behaviors by requiring intermediary agencies to conduct thorough inspections and issuers to make full disclosures.
In order to standardize and institutionalize regulatory practices, and effectively prevent the use of capital market violations to “make wealth”, in February this year, the China Securities Regulatory Commission issued the “Guidelines for the Application of Regulatory Rules-Disclosure of Information for Shareholders of Listed Companies Applying for Initial Public Offerings”. Since the implementation of the Guidelines Achieve positive results. However, the China Securities Regulatory Commission has recently noticed that in the specific implementation process, some intermediary agencies have expanded the scope of verification for exemption purposes, and there are phenomena that some shareholders cannot penetrate the verification, and that individual shareholders with very few shareholding ratios need to be verified. Corporate burden.
In response to this, the China Securities Regulatory Commission promptly provided guidance, emphasizing that the shareholders of companies to be listed should be thoroughly inspected in accordance with the principle of substance over form and importance. At the same time, it should guide the Shanghai and Shenzhen Stock Exchanges to issue standards for determining the “ultimate holders of equity” to clarify listed companies, NEEQ listed companies, state-owned holding or management entities, collectively owned enterprises, overseas government investment funds, university endowments, pension funds, public welfare funds, publicly offered asset management products, and foreign shareholders who meet certain conditions do not require penetrating verification.
In the next step, the China Securities Regulatory Commission will urge issuers and intermediaries to further implement the spirit of the Guidelines. On the one hand, in the process of shareholder penetration verification, we insist that substance is more important than form, and effectively prevent the use of listings for profit transfer, illegal and illegal “making wealth”; on the other hand, the principle of quantification of importance should be quantified as much as possible for holding fewer shares, If it does not involve violations of laws or regulations, such as “making wealth”, the intermediary agency can proceed with the review normally after seeking truth from facts and issuing opinions. At the same time, it is necessary to correct the undesirable tendency of exemption and simplification in the verification work of intermediary agencies.