up to date!The 8th ban is here

China Fund reporter Yan Ying

There are new rules in the securities industry that are about to be released!

Under the registration system, the price of IPO new shares has become a key area for regulatory attention. Recently, China Securities Association issued the "Regulations on Providing Investment Value Research Reporting Research Report Code (Draft for Soliciting Opinions) & Soliciting Opinions" to various securities firms to comprehensively regulate the practice behavior of the securities company's IPO concession report.

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From the perspective of the content, a total of 27 of the comments drafts, the principles of the production of the brokerage, the provision of the provision of the conventional report, internal management, the following regulations, the analysts crossing the wall management, and the self -discipline management measures and other aspects.

The China Securities Association stated that the behavioral specifications are to strengthen the management of concession reports to investors to investors to investors, standardize the practice of securities analysts, prevent conflicts of interest, and improve the quality of the concession report.

It is worth noting that in the draft of the solicitation, the profit prediction and valuation conclusions of the convention report were independently decided by securities analysts. Article 8 "ban" to ensure the independence and objective of the converter report.

Look at the details--

Analyst "cross -wall" needs approval

Communication needs to be "accompanied" in compliance

Under the registration system, the price report has the role of "anchor" in the issuance pricing, and its importance can be imagined.

In the draft for the solicitation, the securities company, as the first publicly -issued joint -sellers who publicly issued shares for the first time under the registration system, should provide a conventional report on a conventional institution.

The joint sponsor project shall be realized in the underwriting agreement in the underwriting agreement or other members of the underwriting group. The agreed master or underwriting group should provide a convention report on time. No members of the underwriting group may write a convention report, but the issuer finally chose only one to submit a stock exchange.

Most of the business segments of securities companies have set up strict "isolation walls", and investment banks and research sectors are no exception. How to safely "cross the wall" when writing a convention report is also the focus of focusing on norms.

The solicitation draft shows that the securities company should designate at least one securities analyst to participate in the related work of writing the convention report. All researchers participating in the writing reporting report should perform the procedures for cross -wall approval in advance.

Securities analysts must communicate with relevant personnel such as cross -wall projects after completing the cross -wall approval procedures. However, the content of the exchange is limited to the basic situation of the project, and it is not allowed to exchange investment analysis content such as profit forecast and valuation.

In addition, the above -mentioned exchanges must be accompanied by the members of the securities company's compliance department, including but not limited to inviting personnel to participate in the symposium, sending emails to the personnel of the compliance department, telephone exchange invitation to invite compliance department personnel to participate, etc. Essence

During the work process, the personnel of the investment banking department, the personnel of the stock issuance and the underwriting department, the issuer and the securities analysts are prohibited by various offline and online conferences such as organizing meetings and discussion meetings such as separate or joint organizations. Investment analysis content such as profit forecast and valuation and valuation and distribution pricing scope.

For joint sponsor projects, securities analysts of different members in the underwriting group should investigate the issuer independently. During the work, analysts who are prohibited to organize underwriting groups to hold online or offline seminars together.

Of course, once the "cross -wall" is involved, securities analysts should also follow strict confidentiality obligations: no sensitive information learned after using the wall after crossing the wall, shall not use this information to publish securities research reports, obtain illegal interests or engage in insider trading and other violations of regulations. Behavior, until sensitive information has been made public or no longer has a significant impact.

Once the securities analysts participating in cross -wall are confirmed, they must not be adjusted at will. If securities analysts leave the wall during the cross -wall, they should continue to abide by the code of information isolation wall behavior. New securities analysts participate in the related work of writing the convention report, and they should supplement the performance of cross -wall approval procedures.

Analysts need to decide independently

It is strictly forbidden to apply pressure

Profit forecasts and valuations are often the core content of a convention report. Therefore, the conclusion of securities analysts should have strict professionalism and independence.

The solicitation draft pointed out that the profit forecast and valuation conclusion of the convention report was independently decided by securities analysts. The issuer, the personnel of the investment bank's business department, the issuance and underwriting department of the stock, and the internal interest personnel and departments within other securities companies shall not use any reason and method to put pressure on securities analysts to achieve the affecting profit forecast and valuation conclusion Purpose.

Among them, the draft of the solicitation of the comments listed 8 "red lines" of prohibited behavior:

First, change the ownership of the issuer's industry, and requires securities analysts to compare valuation based on the designated industry;

Second, the assumptions of the securities analysts on the prediction of profit forecasts requires securities analysts to refer to the predictions of the issuer, the personnel of the investment bank business department or any third party;

Third, make a request to the scope of valuation to the securities analyst;

Fourth, the requirements for valuation methods, valuation parameters, comparable company selection and other content requirements of the conventional report, and interfere with securities analysts to make valuation conclusions independently;

Fifth, with the pretext of third -party opinions such as other underwriters' opinions and strategic matching objects, as an excuse, requiring securities analysts to adjust the valuation conclusion; sixth, ask the securities analyst to ask the report of the profit forecast and valuation conclusion before the report is completed, or Ask the financial model with valuation conclusions;

Seventh, through the research department's supervisor, the quality of the convention report, and the compliance review personnel indirectly affect the analysis and conclusion of the analyst;

Eighth, any other behaviors that may affect the independent judgment of analysts.

In addition, for the roadshow of the analysts participating in related projects, the draft for the solicitation also regulated: Before the publication of the prospectus, securities analysts shall not conduct project -related roadshow activities for investors who intend to participate in the strategic distribution, nor can it be promoted on the relevant roadshow promotion activities on the roadshow promotion activities Express opinion and views.

After the publication of the prospectus, securities analysts can carry out roadshow promotion on offline investors, but should be carried out separately from the issuer's roadshow. The content of the securities analyst roadshow should not exceed the convention report and other public information scope. It is not allowed to make suggestions on the investor quotation plan, and to make predictions on the transaction price of the secondary market market.

In the draft of the solicitation of the comments, if the personnel issuance and underwriting department, the investment bank business department and the securities analysts violate the regulations, the China Securities Association will adopt self -discipline management measures for the severity of the festival, Industry practice reputation information management library.

Supervisory inquiry multiple times

Give full play to the role of "anchor"

The regulatory supervision has comprehensively regulated the IPO charging report, and the market has a sign.

In the drafting instructions, China Securities Association pointed out that with the comprehensive implementation of the reform of the registration system, the conventional report has played a greater and more role in stock issuance underwriting, becoming an important reference material for investors to judge the investment value of the issuer online. , Play a positive role in the reform of the registration system.

However, in the process of business development, the quality of the convention report was not high, some of the prediction of some conventions reports had a large degree of deviation, and analysts were not enough to practice independence.

Since the beginning of this year, the new shares have repeatedly provoked the sensitive nerves of the market, and the pricing issues and the pricing report of new shares have been noticed.

In May of this year, the Shenzhen Stock Exchange took the work measures for the 20 underwriters of the 35 startup projects of the GEM, and combined with the realization of the profit forecast of the convention report, the inquiry and the prediction of the prediction was carefully reasonable and reasonable. sex. In April of this year, the Shenzhen Stock Exchange also took the work measures for the "Inquiry Letter" for the underwriters of the 14 starting projects of GEM to inquire about the process of issuing pricing demonstration and prudent reasonableness.

Similarly, in April this year, the Shanghai Stock Exchange organized a number of securities firms to hold a symposium to discuss the phenomenon of "breaking" the market. Among them, the person in charge of the relevant securities firms promised that it will fully fulfill the duties of the capital market's "watchman", and will further standardize the writing requirements of the convention report, carefully prudent valuation assumptions, and the valuation conclusion objectively reflects the reasonable value of the company.

On July 25, the seventh China Securities Industry Association Securities Analyst and Professional Committee of Investment Consulting held the first plenary meeting in Guiyang. The Party Secretary of the China Securities Association and Chang'an Qingsong pointed out that the reform of the registration system is the reform of the basic system of the capital market, involving the profound changes in regulatory concepts, the system, and the reshaping of the securities industry's capacity and responsibility system. The securities industry's institutions need to continuously strengthen capacity building and strengthen responsibilities.

An Qingsong emphasized that the marketization of the issuance of pricing is one of the major changes brought about by the registration system. The seller of the securities company has provided the basis for the issuer to provide the foundation of value -added services and price discovery, while reflecting the ability to issue pricing capabilities and competitiveness. The committee shall take the professional level of the price report as one of the key tasks, further standardize the formation process of the conventional report, prevent conflicts of interest, and give play to the role of "anchor" in the issuing pricing.

Edit: Joey

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