From the website of the China Securities Regulatory Commission
At the Central Economic Work Conference held at the end of last year, General Secretary Xi Jinping clearly stated that it is necessary to create a standardized, transparent, open, dynamic, and resilient capital market and make arrangements to improve the quality of listed companies. Since the beginning of this year, General Secretary Xi Jinping has repeatedly issued important instructions on preventing and dissolving listed company risks, deepening capital market reform, and enhancing the ability to serve the real economy. This is the fundamental basis for strengthening the construction of the capital market and doing a good job in the supervision of listed companies. The Securities Regulatory Commission and all relevant parties in the market must thoroughly study and understand, and fully implement it.
1. Improving the quality of listed companies is the inherent requirement of the company's own development
Listed companies are excellent representatives of Chinese companies and the backbone of China's economy. Only by continuously improving the quality of listed companies and enhancing the ability of value creation and value management can companies stand out in the increasingly fierce market competition, win a long-lasting reputation in a respectable manner, and truly become the main body of hundreds of millions of enterprises. "Top Student". With the deepening of reform and opening up and the development of the capital market, the number of listed companies in my country has grown steadily, and their quality has continued to improve. They are playing an increasingly important role in the structural reform of the service supply side and the high-quality development of the economy.
Listed companies are the "basic disk" of the real economy. As of the end of April, there were 3,627 domestic listed companies with a total market value of approximately RMB 60 trillion, all ranking among the top in the world. Listed companies cover all 90 sectors of the national economy, accounting for more than 70% of the top 500 domestic companies. In 2018, the total profit of listed entities was equivalent to 38% of the national industrial enterprises above designated size in the same period, and the profitability of listed companies was significantly higher than the national average. It can be said that the more than 3,600 listed companies are the "component index" of China's economy, which as a whole reflects the steady and positive trend of the macro economy.
Listed companies are the "converters" of economic development momentum. The capital market has gradually become the main channel for mergers and acquisitions and the main battlefield for stock revitalization. The amount of listed company mergers and acquisitions has increased from 1.45 trillion yuan in 2014 to 2.56 trillion yuan in 2018, accounting for about 60% of the total domestic mergers and acquisitions. It has become the world's second largest M&A market. At the same time, the capital market has played an irreplaceable role in optimizing the capital formation mechanism, improving the property rights system, and stimulating innovation vitality. As of the end of April, there were 1,425 listed companies in strategic emerging industries, accounting for 39% of all listed companies. In 2018, the R&D expenditure of listed companies was 734.4 billion yuan, a year-on-year increase of 21%. A group of innovative and growing enterprises have achieved rapid development with the help of the capital market.
Listed companies are the "vanguards" for improving the modern corporate system and fulfilling social responsibilities. More than 3,600 companies have been transformed into public companies through issuance and listing, and a modern corporate system and corporate governance standards have been gradually established, providing a model for the modernization of Chinese companies and also providing support for the Chinese economy to participate in international competition. At the same time, listed companies actively practice new development concepts, fulfill their social responsibilities, and play a leading role in the coordinated development of service areas, green development, the “Belt and Road”, rural revitalization, poverty alleviation, and military-civilian integration. For example, in the 2018 annual report, 1,235 companies disclosed environmental protection information; 1,170 companies disclosed targeted poverty alleviation information, and invested 55.2 billion yuan in poverty alleviation.
Listed companies are "new channels" for investors to share economic growth dividends. In recent years, the level of return to investors of listed companies has improved, and the number and scale of cash dividends have increased year by year. In 2018, 2787 listed companies implemented cash dividends with a total amount of 1.15 trillion yuan. The dividend rate increased from 1.85% in 2014 to 2.41% in 2018, which is roughly equivalent to the S&P 500 and the Dow Jones Industrial Index.
During the development of the capital market, the China Securities Regulatory Commission has always adhered to the "two unshakable" policy, adhered to the principle of neutrality of competition, and actively supported the development of private enterprises. From 2016 to 2018, the number of first-listed private companies and the amount of financing accounted for 89% and 72% of the total market respectively in the same period; the number of refinanced private companies and the amount of financing accounted for 70% and 45% of the total market respectively. At present, there are 2544 private listed companies, and the proportion has increased from 55% in 2012 to the current 70%. Among the listed companies in strategic emerging industries, private enterprises account for 75%.
Despite external uncertainties, China’s economy has achieved a steady start this year, with major indicators remaining within a reasonable range and better than expected. New economic momentum has accelerated, development coordination has effectively increased, and market expectations have improved significantly, showing that China’s economic chassis is stable. , High toughness, and large maneuvering space. As a country with complete industrial elements, strong production capacity and huge domestic demand potential, China is fully qualified and capable to run its own affairs well. This is where our confidence, confidence and determination lies, and it is also healthy for the capital market. The development and improvement of listed companies provide good opportunities. It is hoped that listed companies can seize opportunities, respond to challenges, seek progress while maintaining stability, and continue to play a good role in promoting the high-quality development of the economy and themselves.
2. The quality of listed companies is the cornerstone of the sustainable development of the capital market
Recently, due to the influence of external factors, the stock market has fluctuated to a certain extent, but in the long run, it is the economic fundamentals and the quality of listed companies that determine the condition and development of the market. The capital market is the "barometer" of the real economy, and this function is mainly reflected by the quality of listed companies. The capital market is the link that connects entities and capital, and connects financiers and investors, and the quality of listed companies is the pillar and cornerstone supporting this market and the micro-foundation that promotes a virtuous cycle of finance and the real economy. Without good listed companies, there can be no good capital markets.
The quality of listed companies is rich in connotations, including operating efficiency, accounting basis, governance capabilities, and information truth. Improving the quality of listed companies is a magnificent systematic project, which is inseparable from the concerted efforts of listed companies, regulators, investors, and market participants.
(1) Improving the quality of listed companies is an important mission of enterprises. As the main body of the market, listed companies bear the direct and primary responsibility of self-regulation, self-improvement, and self-improvement. To promote the sustainable and healthy development of the capital market, the regulatory authorities must have the "four awes". For listed companies, they must also remember and adhere to the "four awes", especially major shareholders and listed company directors, supervisors and senior executives. heart of. Practice has proved that all behaviors that confront market laws and laws and regulations, do not fear risks, and harm investors will inevitably be punished by the market and the law and pay a heavy price.
First, we must respect the market, respect the law, and take the road of steady and compliant development. As a listed company, we must fully understand the market, respect the market, adapt to the market, and act in accordance with market laws. In recent years, some listed companies have an impetuous mentality, eager for quick success and instant benefits, and blindly increase leverage to expand. A few major shareholders have pledged shares in a high proportion, and some have repeatedly pledged and repeated pledges. When the macroeconomic and financial environment changes, debt risks and pledge risks become clear. This is the inevitable result of not fearing the market and violating the laws of the market. It is hoped that major shareholders and listed company directors, supervisors and senior executives will learn lessons deeply, will respect the market and the law throughout the whole process, and ensure that the development and risk control capabilities are matched, and avoid doing something. If major strategic mistakes and deviations occur, stay focused and move forward steadily.
Second, we must respect the rule of law, abide by the rules, and strengthen the spirit of good faith contracts. For any company, law-abiding operation and compliance operation are insurmountable bottom lines. In particular, listed companies should set an example in compliance with laws and regulations. However, in reality, a small number of major shareholders and directors and supervisors of listed companies are extremely indifferent to the law-abiding, rule-conscious and contractual spirit, telling lies, making false accounts, manipulating performance, and manipulating mergers and acquisitions; some corporate governance is not standardized and illegal related transactions Convey benefits. These violations of laws and regulations damage market confidence and ultimately harm the development of the enterprise itself, and the gains outweigh the losses. It is hoped that major shareholders and directors, supervisors and senior executives of listed companies will adhere to laws and regulations, earnestly study and abide by the "Securities Law," "Company Law," and the "Criminal Law" and other laws and regulations, and earnestly respect the rule of law, respect the law and learn from the law, abide by the law, and cooperate with integrity. regulation.
Third, we must respect professionalism, highlight main business, and consciously stay away from market chaos. Listed companies with outstanding main businesses, excellent performance, and strong core competitiveness are often high-quality investment targets in the market and are also the mainstream value logic. However, there are also a small number of listed companies that deviate from their main business, deviate from reality and become virtual. They are keen to make stories, speculate on concepts, engage in unrealistic cross-border mergers and acquisitions, and frequently change financing purposes. This is not only detrimental to the company’s steady and long-term development, but also harms investors’ interests , Disrupt the market order. It is hoped that the major shareholders and directors and supervisors of listed companies will adhere to the correct development concept, take root in the entity, practice internal skills, highlight the main business, do fine professionalism, promote entrepreneurship and craftsmanship, eat with competitiveness, and promote the market to clean the source.
Fourth, we must respect investors, reward investors, and actively practice equity culture. Listed companies and investors are the symbiosis of the market. Only listed companies that know how to respect and reward investors will win the recognition and respect of the market. However, some qualified listed companies do not pay dividends all year round; some major shareholders use their own control power to reach out to listed companies, and use illegal guarantees, capital appropriation and other means to empty listed companies; some listed companies lack social responsibility, Illegal pollutant discharge, manufacturing and marketing of fake and inferior products, have a bad impact. These behaviors infringed on the interests of listed companies and investors, and also harmed the public interest. They were ultimately "voted with their feet" by investors. It is hoped that major shareholders and directors and supervisors of listed companies can respect investors, especially small and medium investors, from the bottom of their hearts, take the initiative to understand their demands, continue to optimize investor return mechanisms, and be bottom-line, responsible, responsible, and respected companies.
(2) Improving the quality of listed companies is the primary goal of listed company supervision. Providing investors with a true, transparent and compliant listed company and promoting the improvement of the quality of listed companies are the fundamental means to protect the legitimate rights and interests of investors. The supervision of listed companies by the regulatory authorities must be strengthened, not weakened. The focus of supervision is on corporate governance, including information disclosure and internal control. Through the strengthening of corporate governance, promote the improvement of management level. Through continuous supervision and precise supervision, the quality of information disclosure of listed companies should be improved, and listed companies and major shareholders should be urged to tell the truth and make true accounts, advocate truth and truth, refrain from falsehood and fraud, refuse to deceive and deceive, and refrain from illegal activities. thing.
To strengthen the supervision of listed companies, we must adhere to dialectical thinking and bottom-line thinking, respect the law, maintain determination, and coordinate the internal unity of multiple regulatory objectives. The first is to adhere to both supervision and service. Supervision is the main responsibility and main business of the supervisory department, and cannot be shaken at any time. The CSRC system and administrative units must strengthen the supervision of listed companies and incorporate supervision into services. Through effective supervision, continuous supervision, classified supervision, and technological supervision, we will improve the market mechanism, optimize the market environment, stabilize market expectations, and improve the quality of service supply to the real economy and enterprises. The second is to adhere to both standards and development. The goal of supervision is to ensure the sustainable development of the capital market. It is necessary to urge enterprises to operate in compliance, establish a modern enterprise system with sound internal control and effective governance, guide enterprises to become better, stronger, and lasting, build a century-old store with an everlasting foundation, and continuously enhance the vitality of the micro-main body of the capital market. The third is to adhere to the parallelism of letter disclosure and governance. The capital market is not only a capital market, but also an information market. Information disclosure is the lifeblood of this market, just as "oxygen" is important to people. Effective corporate governance is a prerequisite for ensuring the quality of information disclosure, and it is also an important indicator of measuring the quality of listed companies. Through open and transparent information disclosure, investors should be able to see and clearly see the listed companies, and better realize "voting with their feet and hands". At the same time, the supervision and restraint on major shareholders and directors, supervisors and senior executives of listed companies should be strengthened to promote Its loyal performance.
To strengthen the supervision of listed companies, we must proceed from the national and market conditions, and coordinate the relationship between improving supervision efficiency and supervision quality. The implementation of classified supervision is the basic method. It is necessary to adhere to the principle of managing less and managing fines, distinguishing situations, highlighting key points, and precise supervision. For high-quality listed companies that continue to regulate operations, provide more convenience in financing, mergers and acquisitions, etc., and enhance the endogenous motivation of enterprise development; for companies with frequent chaos and risky companies, they must focus on and strictly supervise, so as to achieve Both ends, with the middle". Reengineering the regulatory process is an important foundation. It is necessary to further improve the "three points and one line" supervision work mechanism of listed companies, promote the effective connection of administrative supervision and self-regulation, daily supervision and inspection penalties, on-site supervision and off-site supervision, and build a full chain supervision mechanism before, during and after the event , To realize the regulatory barrier forward. Strengthening scientific and technological supervision is an effective means. It is necessary to adhere to application-oriented, problem-oriented and regulatory-oriented, promote the construction of a unified big data platform for listed companies, realize the interconnection and cross-validation of information, and enhance the ability of clue discovery, analysis and early warning. Increasing the cost of violations is the core measure. Actively promote the revision of the Securities Law, the Company Law and the Criminal Law and the formulation of relevant judicial interpretations, innovate law enforcement methods, research and optimize systems and mechanisms such as public condemnation, subrogation litigation, and rewarded reporting, intensify punishments, and enhance regulatory deterrence. Those who do bad things must pay the price, and let the lucky ones stop in time.
Since the beginning of this year, the China Securities Regulatory Commission has filed 28 cases of listed companies and related entities, including 13 cases involving capital occupation and 12 cases involving illegal guarantees. Listed companies and major shareholders must firmly adhere to the "four bottom lines": first, not to disclose false information, second, not to engage in insider trading, third, not to manipulate stock prices, and fourth, not to harm the interests of listed companies. In contrast to these "four bottom lines", listed companies must earnestly carry out self-examination and self-correction. For serious problems, refusal to rectify or ineffective rectification, the China Securities Regulatory Commission will comprehensively use regulatory measures, administrative penalties, market bans, criminal transfers and other means to hold companies, especially major shareholders, directors and supervisors of listed companies, and actual controllers liable .
(3) Improving the quality of listed companies requires creating a good ecology. The more the merrier. The capital market is an ecological system, and improving the quality of listed companies requires the joint efforts of all parties to build a good ecosystem.
One is to optimize the development ecology. Under the unified command and coordination of the Financial Commission of the State Council, the China Securities Regulatory Commission will actively strengthen communication and collaboration with relevant ministries and commissions, improve systems and mechanisms conducive to improving the quality of listed companies, and focus on enhancing policy coordination. Strengthen information sharing with local party committees and governments, and jointly explore effective ways to improve the quality of listed companies. Further strengthen close cooperation with public security, procuratorate, and other agencies, increase penalties for violations of the lawful rights and interests of investors, and actively create a legal environment for the standardized development of listed companies.
The second is to optimize the intermediary ecology. Intermediaries such as sponsorship and underwriting, auditing and evaluation, and legal services must be responsible, effectively play the role of "gatekeeper" in the capital market, strictly perform statutory duties such as verification and professional checks, and urge listed companies to standardize operations and disclose truthfully. For those who fail to be diligent and perform their duties in the course of practicing, or even collude with relevant entities such as listed companies to violate regulations, double investigations in one case will be implemented and will not be tolerated.
The third is to optimize the ecology of public opinion. The capital market is a "information + confidence" market. The China Securities Regulatory Commission will continue to strengthen the construction of regulatory transparency and stabilize market expectations. The media are welcome to report comprehensively, accurately and objectively on the reform and development of the capital market, pay attention to the production and operation and standardized operation of listed companies, play the role of public opinion supervision, and promote listed companies to improve the quality of information disclosure. At the same time, the media is also welcome to provide more valuable opinions and suggestions on the supervision work.
The fourth is to optimize the cultural ecology. A healthy and mature corporate culture, investment culture and regulatory culture are the foundation for the stable development of the capital market. my country's capital market started late and developed rapidly. The rule of law and the spirit of contract need to be further deepened, and the market culture needs to be further accumulated and precipitated. The China Securities Regulatory Commission will work with all parties in the market to accelerate the development of capital market culture and create an excellent "soft environment" for improving the quality of listed companies.
3. Deepening the supply-side structural reform of the capital market is the only way to promote the high-quality development of the real economy and listed companies
Deepening the structural reform of the financial supply side is a fundamental measure to improve the ability of financial services to serve the real economy and win the battle to prevent and defuse financial risks. In accordance with the requirements of deepening the structural reform of the financial supply side, accelerate the comprehensive reform of the capital market and open to the outside world, adhere to the equal emphasis on increase and stock, and ensure that the market is imported and exported, and increase the stock to drive the stock to realize the marketization of the survival of the fittest. , Continue to improve the quality of listed companies, and promote the healthy development of the capital market with key system innovation.
(1) Based on incremental optimization. Persist in improving the quality of listed companies from the source and prevent diseases from being imported from the mouth. Promote the establishment of a science innovation board and a steady start of the pilot registration system, truly implement the securities issuance registration system centered on information disclosure, improve the transparency and efficiency of review work, enhance the inclusiveness of the issuance and listing standards and the predictability of policies, and form a reproducible System innovation promoted. At the same time, we will coordinate and promote the reform of relevant listing sectors, unblock the multi-level capital market mechanism, and attract more high-quality companies from all walks of life to go public. Continue to maintain the normalization of IPOs, adhere to the neutrality of competition, not only the ownership, not only the size, not only the industry, but only the advantages and disadvantages, and earnestly choose the best among the best.
(2) Deepen stock reform. Drawing on the experience of mature markets, we will expand exports and implement classified policies while maintaining good imports and introducing high-quality companies to smoothly resolve existing risks. Implement an action plan to improve the quality of listed companies, focus on the synergy effect of all parties, and strive to use a few years to greatly improve the quality of the existing listed companies. Give full play to the role of the "invisible hand" of the market, improve mechanisms for mergers and acquisitions, reorganization, bankruptcy and reorganization, support the injection of high-quality assets into listed companies, and inject "fresh blood" for listed companies to improve their quality and efficiency. It is necessary to explore innovative delisting methods and realize various forms of delisting channels. We will resolutely delist companies that have severely disrupted the market order and meet the delisting standards, and withdraw them to the end, and promote the timely clearance of "zombie companies" and "shell companies".
(3) Improve the basic system. Based on the fundamental purpose of serving the real economy, in accordance with the reform direction of marketization and legalization, on the basis of full investigation and research, a series of systems such as refinancing, mergers and acquisitions, restructuring, shareholding reduction, and spin-off are appropriately optimized, and direct financing, especially Equity financing further improves the efficiency of capital formation and helps alleviate the problem of "difficult financing and expensive financing".
Since its establishment 7 years ago, the China Association of Listed Companies has effectively performed its self-discipline and regulatory responsibilities, listened extensively to members’ voices, promptly reflected members’ demands, continued to strengthen member training, actively guided members to standardize operations and fulfill social responsibilities, and did a lot of fruitful work to improve listing The company's quality has played an important role, and its achievements are worthy of full recognition. The China Securities Regulatory Commission will continue to support the association to carry out its work independently in accordance with laws and regulations, strengthen self-discipline management, improve member services, play a good role as a bridge, and make new contributions to the improvement of the quality of my country's listed companies and the stable and healthy development of the capital market!