China Securities Association revised the rules of sponsors' sponsor business rules to further compact the responsibility of "seeing the door"

Economic Observation Network reporter Liang Ji on September 2, 2022, the China Securities Industry Association (hereinafter referred to as the "China Securities Association") reported the revision From time to time.

The China Securities Association stated that the revision of the "Summary Rules" is to fully implement the supervision ideas of "seeing the gatekeeper" in the capital market of the securities company, improve the relevant requirements of the professional responsibility of the sponsors, refine the requirements for self -discipline of integrity, and strengthen the work requirements of continuous supervision. Clarify relevant regulations such as internal checks and balances, accountability, and build a mechanism for the quality reputation of investment banking business.

Clarify the seven types of "major abnormalities" situation

Article 41 (3) of the revised "Summary Rules" shows that the sponsorship agency is analyzed to maintain occupational skepticism, uses occupational judgments, and adopts necessary means to confirm it. Essence If there are major abnormalities in the professional opinions of securities service agencies, major contradictions before and after, or there is a significant difference in information obtained by the sponsorship agency, sponsors should further investigate and review relevant matters, and hire other securities service agencies to provide professional services.

Regarding the "major abnormal" situation, the "Summary Rules" clearly include, but not limited to the following situations:

1. Professional opinions on accounting policies, accounting estimates, accounting processing and disclosure of out -of -table matters on accounting policies, accounting processing, and disclosure of off -the -world financial reports on the issuer of the issuer's financial reporting system is sound and the internal control system is sound and the internal control system is sound and the internal control system is sound and the internal control system. The content of professional opinions in terms of effectiveness and other aspects of the professional opinion is separated from the issuer's business;

2. The securities service agency's qualifications for the issuer's main body, clear equity, sound organizational, effective organizational organization, effective corporate governance, compliance of production and operation, compliance with industrial policy requirements, complete and independent asset business, sufficient major risks, effective investor protection, etc. The content of professional opinions is separated from the issuer's actual situation;

3. The issuer has a major unprecedented issue that causes the content of the professional opinions of the securities service agency to reasonably trust the professional opinion of the securities service agency or the content of the securities service agency.

4. The basic data and underlying data used by securities service agencies do not have the characteristics of investigation and review;

5. The professional opinions of the securities service agencies are different from the relevant professional opinions issued by the same industry as the issuer in the same industry or are different from the industry's practices; The opinions issued by the securities service agency are inconsistent or contradictory;

6. The content of the professional opinions of the securities service agency does not meet the requirements of laws and regulations, regulatory regulations, and self -discipline rules;

7. Other major abnormal situations that may exist.

The "Summary Rules" clearly states that there are major abnormal abnormalities, major contradictions before and after the professional opinions of the sponsor service agency, or there is a significant difference in information obtained by the sponsorship agency. However, the above measures are not adopted, and it cannot be advocated that it is a reasonable trust.

In addition, the "Summary Rules" is also clearly stated in internal governance. The sponsorship agency should establish and improve the internal control department's checks and balance mechanism of the sponsor business department. The reference basis for the annual performance assessment and promotion of business personnel. In addition, the sponsor should establish and improve the internal accountability mechanism, and strengthen the responsibility awareness of full -chain personnel of sponsor business, sponsorship representatives, sponsorship representatives, sponsorship representatives, quality control, and kernels.

Added a new seal of integrity

In the report, the China Securities Association stated that in accordance with the provisions of the "Opinions on Strengthening the Internal Control of Intermediaries in the Inspection of Intermediaries under the Registration System" issued by the Securities Regulatory Commission and the Ministry of Finance. Comprehensive systems in terms of construction and prohibition of sexual behavior stipulate the relevant requirements of the sponsor's integrity employment, and provide special rules to further suppress the main responsibility of the sponsorship agency.

The "Summary Rules" stipulates that the sponsors' responsibility for the main body of integrity culture and the main body of risk prevention and control of integrity. The board of directors of the sponsor decides the goal of integrity management and is responsible for the effectiveness of the management of integrity.

Specifically, the sponsorship agency should clearly cover the integrity industry requirements of the sponsorship business in the important chapters of the sponsor business, and establish a specific and effective pre -risk prevention system, the control measures and the postkeeping mechanism; the sponsor shall shall be Carry out the inspection of integrity of the sponsorship business at least once a year, and report the inspection report to the main person in charge of the company; the sponsor should strengthen the construction of integrity culture, carry out the integrity cultural training covering all sponsor representatives and other persons engaged in sponsors every year to ensure sponsor sponsor sponsor Representatives and other persons engaged in sponsors are familiar with relevant regulations of integrity.

The "Summary Rules" also requires that the sponsor should strictly follow the relevant regulatory requirements and conduct penetration and verification of shareholders of sponsor projects. Focus on whether there are senior managers, sponsor representatives, other personnel engaged in sponsorship, and those who are engaged in sponsors and the SFC system resignation personnel assault shares, benefits transportation, "shadow shareholders", illegal holdings, etc. Essence

"Bringing a disease" supervision is strict

On September 2nd, the Shenzhen Stock Exchange reported that the investment banks, quality control, kernel leaders and sponsor representatives of eight sponsoring institutions who did not have the responsibility to perform their duties in the GEM issuance of their duties in the recent listing of GEM issued a reminder. Responsibilities, and effectively assume the responsibility of the inspection. The Shenzhen Stock Exchange pointed out that the problem of the interview institution in the investment bank's business reflects the "three inadequate in place": First, the preparations for the issuance and listing are not in place. Some issuers and sponsors still have the psychological and "occupying" habits of "breakthroughs". The prominent problems in the issuer's internal governance and internal control have not rectified the specifications in place, which is "reported with illness";

The second is that diligence is not in place. Some sponsors' inspections are not proactive and in -depth. During the review, important matters such as the business operation and accounting treatment of the issuer cannot be inquired.

The third is that the positioning of the GEM is not in place. Some sponsors do not understand the main service innovation -type growth enterprises in GEM. A few application companies do not meet the requirements of the GEM "three innovations" and "four new" requirements, and take the initiative to withdraw or be rejected during the review.

According to the Shenzhen Stock Exchange data, the GEM IPO project has been terminated (withdrawal) from 22 in August, of which 4 involving Minsheng Securities and 3 CICC. As of now, the Shenzhen Stock Exchange has raised on -site supervision on the intermediary agencies of 109 first -issued, re -financing and reorganization projects, reporting to the CSRC to conduct on -site inspections on 4 issuers; 160 copies, reached 11 times for implementation; 51 regulatory measures with oral warnings and written warnings, and implementing reports of reporting criticism, public condemnation, and not accepting the application documents within a certain period of time.

A person in South China told the Economic Observation Network that there were problems such as "declaration of illness" and "withdrawal of illness", which involved weak internal control awareness, inadequate corporate governance, and incomplete regulatory mechanisms. As a "watchman" in the capital market, securities firms are strictly practicing in accordance with the "Summary Rules".

The Shenzhen Stock Exchange also stated that the purpose of this concentrated interview is to compact the "three line defense" responsibilities of the investment bank, requiring the sponsor to jointly check, and on the one hand, we must do a good job of listed counseling, due diligence investigation, and check -ups. Further exerting the balance of quality control and kernel and other internal control departments on the balance of business front desk, and strengthen the quality control of the business practice process of investment banking. Relevant personnel of the sponsor interviewed said that they will actively take rectification measures to strengthen the responsibility of the "three lines of defense". One -vote veto system makes the counseling work more solid, and the project application is more cautious.

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