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Take The 36Th Issue Of Supervision And Control The Market "Export Pass": Speed Up The Construction Of Delisting System Matching With The Reform Of Registration System

2020/11/5 10:58:00 33

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With the implementation of the gem reform and the implementation of the pilot registration system, the construction of the A-share market infrastructure system has stepped forward to a new stage, and is moving towards a more mature and stereotyped goal. Among them, the registration system and delisting system, which are linked at both ends of the market entrance and exit, bear the functions of market metabolism and absorbing new ones, and have become an important starting point in the construction of capital market basic system. If the registration system reform has solved the problem of market entry, it has become the market consensus to establish a normalized, multi-channel and mature mechanism delisting system to control the market export.

On November 2, the central deep reform commission deliberated and approved the implementation plan for improving the delisting mechanism of listed companies, and stressed that it is an important institutional arrangement for comprehensively deepening the capital market reform to improve the delisting mechanism of listed companies. We should adhere to the direction of marketization and legalization, improve delisting standards, simplify delisting procedures, broaden multiple exit channels, strictly supervise delisting, and improve the normalized exit mechanism. Prior to this, the national level such as the No.14 document of the State Council and the financial commission have also made intensive voices, clearly proposing the establishment of a normalized delisting mechanism. It can be foreseen that the issue of improving the delisting mechanism will be transferred from "design drawings" to "construction drawings".

This paper reviews the tortuous course of the establishment and reform of delisting system, which is roughly divided into four stages. In 1999, the securities law initially established the delisting system framework, and officially launched the delisting system in 2001. However, the delisting standard with net profit as the core gradually leads to the problem of "stop but not retreat". In 2012, the first round of delisting system reform was launched, the financial delisting index was improved, and the par value delisting index was launched for the first time. After five years of "empty window period" of the previous delisting company of a share, the listing of * ST Chuangzhi and * ST Yanhuang of Shenzhen Stock exchange companies was terminated, which marked the substantial step of delisting system reform.

Since then, institutional arrangements such as active delisting and major illegal delisting were implemented successively in 2014 and 2018. Four compulsory delisting index systems of financial, trading, normative and major illegal categories, as well as delisting mechanisms such as risk warning, suspension of listing, termination of listing and re listing, were basically formed, and multiple delisting channels such as forced delisting, restructuring delisting and active delisting were gradually widened.

The reform of the system has been deepened and the effect has been more and more obvious.

In recent years, there have been the delisting of * ST Xintai's first fraudulent issuance in the whole market, * ST olefin carbon's first non-standard audit opinion delisting, * ST Changsheng's first five major safety major illegal delisting, Zhonghong's first A-share par value delisting, * ST Shencheng's first A-share and B-share's simultaneous delisting, Dongfeng B's first pure B-share delisting, and so on Some well-known and well-known "bad deeds" companies in the market have been forced out. In terms of quantity, nine companies will be forced to delist in 2019. Since 2020, 16 companies have been forced to delist. The number of delisting companies in these two years is more than twice of the total number of compulsory delisting companies in the previous six years.

Although the number of delisted companies in the A-share market has reached a record high in recent years, compared with the mature foreign markets, it is still a little "small". According to statistics, the delisting rate of British and American capital markets is generally around 10%. From 1980 to 2018, the average annual delisting rate of US stocks was 19%, and even in a period of time, the number of delisting was more than the number of new listed companies, and more than half of them were active delisting. This means that the delisting mechanism of domestic capital market still has much room for improvement in terms of its own rule system optimization, relevant supporting system improvement and overall market ecological purification.

The first problem is earnings management to avoid delisting. The index of continuous loss based on profitability has always been the core element of delisting system in China. However, from the perspective of practical experience, there is a large space for this indicator to be avoided. Some companies with poor management and poor main business often turn losses into profits by selling off assets, debt restructuring, financial subsidies and other non recurrent income, or improper reversal of impairment preparation, implementation of accounting valuation changes and other means, in order to avoid delisting, and then induce performance manipulation, financial fraud and shell resources speculation and other adverse phenomena.

In addition, the new securities law has adjusted the "sustainable profitability" in the conditions of stock issuance to "having the ability to continue to operate". If we still use the net profit index to "discuss the success or failure of heroes", we may "mistakenly kill" the potential high-quality enterprises in the transition period and the new business is still accumulating strength, or "mistakenly injure" the listed companies with cyclical profitability The general trend of economic restructuring and upgrading.

Another problem that has been criticized for a long time is that the delisting process is too long and the delisting is slow. At present, financial delisting often needs to go through delisting risk warning, suspension of listing and other stages. The delisting process lasts for 3-4 years, which makes some zombie enterprises and shell companies that have lost the ability of sustainable operation unable to clear up quickly, and some companies that have been losing money in their main business for many years can "linger on and survive". Once entering the delisting consolidation period, these high-risk stocks facing the countdown of delisting frequently staged "doomsday Carnival", and the stock prices rose and fell sharply.

For example, the "strange phenomenon" of collective trading limit appeared in the delisting consolidation period of Changsheng, Yinji and delisting. The cumulative increase of changshengtui even exceeded 70%. The original intention of the delisting consolidation period system is to provide investors with necessary trading opportunities before delisting and relieve the pressure and risk of delisting. However, it has been alienated into a "window period" to obtain high returns by some hyped funds. Finally, small and medium-sized investors who blindly follow suit will suffer losses.

Similar speculation small, speculation bad situation also once prevailed in the risk warning stock. The domestic A-share market has set up risk warning system since 2003, which mainly includes delisting risk warning system (* st) which reflects the company's termination of listing risk and other risk warning systems (st) that reflect the abnormal operation of the company and make it difficult for investors to judge the company's prospects. The purpose of this system is to alert the market to risks through differentiation identification and differential trading mechanism. But from the actual operation situation, investors did not pay close attention to the risks of such companies, and some of them were still hyped frequently.

It is worth noting that the implementation of the new securities law has deleted the "suspension of listing", greatly shortened the delisting process, and authorized the exchange to formulate delisting business rules.

In the registration system reform of gem in June this year, the relevant delisting rules introduced the net profit and operating income combination index after deducting the non recurring profit and loss, and cross applied the financial delisting index, which greatly reduced the space for the shell enterprises without sustainable operation ability to move; added the "300 million yuan" market value delisting index, improved the transaction index, and achieved the market-oriented leading delisting effect Further strengthening: cancel the suspension of listing and resume listing, no delisting consolidation period for trading delisting, and no "escape period" for forced delisting due to major violations, which greatly improves delisting efficiency and reduces the possibility of speculation "reversal". These positive reform attempts also symbolize that the normalization of delisting mechanism has been gradually established, and the market ecological characteristics of "orderly advance and retreat, survival of the fittest" have emerged.

In the final analysis, the problems of the market still need to be solved in the way of the market. With the development of capital market, the market foundation is also undergoing profound changes, and the market subject is becoming more rational and mature.

In the case of "forced delisting" in the stock market since 2019, investors have made a decision to withdraw from the stock market, for example, in the case of "forced delisting" in the stock market, for example, 18 companies have been forced to withdraw from the stock market in 2019. During the same period, nearly 20 Shenzhen stock market companies realized multi-channel exit through bankruptcy reorganization, reorganization and listing, asset replacement, etc., which completely reversed the previous predicament of relying solely on administrative power.

Respecting the market, respecting the law, and realizing the orderly withdrawal of non-performing assets through the market-oriented approach has become the consensus and active choice of investors and listed companies, which indicates that the market pricing function is more complete, the market valuation system is more reasonable, and the market element resources are allocated more efficiently between superior and inferior companies.

At present, the conditions for the full implementation of the registration system are gradually met, and it has become a broad consensus to further improve the matching exit mechanism in the whole market. The establishment and improvement of delisting mechanism is not limited to the continuous improvement and optimization of delisting standard itself, but also needs to deepen the reform in the punishment of violations of laws and regulations, accountability of intermediary agencies, investor protection and other aspects, so as to form a strong supporting security mechanism.

The running water is not rotten, and the hinges of the door are not rusty. Only by making efforts to eliminate the low-quality assets in a dynamic way can we make room and resources for the new energy and new economy, and truly cultivate the first-class listed company group that reflects the requirements of high-quality development.

 

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