Among them, large-scale red-chip companies that have been listed overseas have a market value of not less than 200 billion yuan; innovative companies (including red-chip companies and domestic registered companies) that have not yet been listed overseas have an operating income of not less than 3 billion yuan in the most recent year. RMB has a valuation of no less than RMB 20 billion, or rapid growth in operating income. It has independent research and development, leading international technology, and a comparative advantage in the competition with the industry. The specific standards for pilot enterprises are set by the China Securities Regulatory Commission. An enterprise refers to an enterprise whose registered place is overseas and whose main business activity is in the territory.
Notice of the General Office of the State Council on Forwarding the Opinions of the China Securities Regulatory Commission on Launching Pilot Projects for the Issuance of Stocks or Depositary Receipts within the Innovative Enterprise
The State Council issued No. 21 [2018]
The people's governments of provinces, autonomous regions, and municipalities directly under the Central Government, the ministries and commissions of the State Council, and the agencies directly under the State Council:
The "Several Opinions on Launching Pilot Projects for Issuing Domestic Shares or Depositary Receipts within China's Innovative Enterprises" has been approved by the State Council and is now forwarded to you. Please implement them in earnest.
Office of the State Council
March 22, 2018
(This article is released publicly)
Several Opinions on Launching Pilot Projects for Issuing Domestic Shares or Depositary Receipts within the Innovative Enterprise
Securities Regulatory Commission
In order to further increase capital market support for the implementation of innovation-driven development strategies, in accordance with the principles of marketization and legalization, drawing on international experience, and launching trials of domestic companies issuing shares or deposit receipts in innovative enterprises, the following opinions are proposed.
First, the guiding ideology
Fully implementing the spirit of the Nineteenth Party Congress, guided by the socialist ideology of Chinese characteristics under the new era of Xi Jinping, conscientiously implemented the Party Central Committee and the State Council's decision-making and deployment, adhered to the principle of stability and progress, and firmly established and implemented new development concepts. Quality development requirements, coordinate the promotion of the 'five-in-one' overall layout and coordinate the promotion of 'four comprehensive' strategic layouts, deepen capital market reforms, expand openness, support innovative companies in the issuance of securities in the domestic capital market, help our high-tech industries and strategies 3. The development of new and emerging industries will promote the transformation of the quality of economic development, change in efficiency, and change in power.
Second, the pilot principle
(1) Serve the national strategy. Driven by service innovation-driven development, adhere to the organic combination of innovation and development, reform and openness in parallel, help the masses to innovate, and promote economic restructuring and industrial transformation and upgrading.
(II) Adhere to legal compliance. Under the framework of laws and regulations, do a good job of coordinating with relevant policies, carry out system innovations in a proper and appropriate manner, and ensure that the pilots comply with regulations in accordance with regulations and are highly efficient and feasible.
(III) Steadily and orderlyly progressing. We shall make overall planning and progress in a gradual and orderly manner. We shall explore solutions to the issue of innovating enterprises’ domestic listing through trials, so as to further deepen reforms, improve systems, and accumulate experience to create conditions.
(IV) Effectively prevent and control risks. Fully protect the legitimate rights and interests of small and medium-sized investors, handle the relationship between pilots and risk prevention and control, and put prevention and control risks in a more important position. Strengthen supervision, maintain financial market stability, and resolutely hold on to the system. The bottom line of sexual risk.
Third, pilot enterprises
Pilot enterprises should be in line with national strategies, have mastered core technologies, and have a high degree of market recognition. They belong to the Internet, big data, cloud computing, artificial intelligence, software and integrated circuits, high-end equipment manufacturing, biomedical and other high-tech industries and strategic emerging industries. And it has reached a considerable number of innovative companies. Among them, large-scale red-chip companies that have been listed overseas have a market value of not less than 200 billion yuan; innovative companies (including red chip companies and domestic registered companies) that have not been listed overseas, the most recent year The operating income is not less than 3 billion yuan and the valuation is not less than 20 billion yuan, or the operating income is growing rapidly. It has independent research and development, leading international technology, and is in a comparative advantage in the competition with the industry. The specific standards of the pilot enterprises are regulated by the China Securities Regulatory Commission. The red-chip enterprises referred to in this Opinion are the enterprises whose registered companies are overseas and whose main business activities are in the territory.
The China Securities Regulatory Commission established the Scientific and Technological Innovation Industrialization Advisory Committee (hereinafter referred to as the Advisory Committee) to give full play to the role of relevant industry authorities and experts and scholars, and strictly select pilot enterprises. The Advisory Committee consists of relevant industry authoritative experts, well-known entrepreneurs, and senior investment experts. According to the standards of pilot companies, comprehensive consideration will be given to business model, development strategy, R&D investment, new product output, innovation capability, technical barriers, team competitiveness, industry status, social impact, industry development trends, business growth, estimated market value and other factors. A preliminary judgment is made as to whether the applicant company is included in the scope of the pilot. The CSRC used this as an important basis. The audit decided whether the applicant company was included in the pilot, and strictly followed the laws and regulations to accept the application of the audit pilot company's issuance and listing.
Fourth, pilot method
The pilot companies may choose to apply for the issuance of stocks or depositary receipts according to relevant regulations and their actual conditions. The pilot red-chip companies are allowed to issue the depository receipts in the domestic capital market according to procedures; the pilot red-chip companies with the conditions for stock issuance and listing may apply. Domestically-issued stocks are listed; domestically-registered pilot companies may apply for the issuance of stocks within China. The depositary receipts referred to in this Opinion are issued by depositaries and issued on the basis of overseas securities in China, representing the rights of offshore securities. Securities.
The stocks or depositary receipts issued by the pilot companies in China shall be listed and traded on the domestic stock exchanges, and shall be registered and kept in custody at the China Securities Depository and Clearing Corporation Limited. The funds raised by the pilot companies may be remitted in the form of RMB or foreign exchange for purchase. Overseas, it can also be retained for domestic use. The use of funds raised by pilot enterprises, dividends for depository receipts, etc. shall comply with relevant regulations concerning foreign investment and foreign exchange management in China.
The Securities Regulatory Commission shall, in accordance with laws and regulations such as the Securities Law, approve the pilot red chip companies to issue shares in China in accordance with the current approval procedures for issuance of stocks. In principle, the issuance and review committee shall review the issuance of depositary certificates for red-chip companies in accordance with the procedures for approval of stock issuance. Application.
The behaviors of the pilot companies in relation to the issuance, listing and trading of stocks or depositary receipts within the territory are all included in the scope of the existing securities laws. The CSRC implements supervision in accordance with the Securities Law, this opinion and related regulations, and shares with the pilot red chip companies. Securities regulatory agencies of relevant countries or regions establish regulatory cooperation mechanisms and implement cross-border supervision.
V. Issuance conditions
Pilot companies issuing stocks in China shall comply with the conditions for stock issuance as stipulated by laws and regulations. Among them, the ownership structure of pilot red-chip companies, corporate governance, and operational norms may be governed by laws and regulations such as company law on overseas registration, but regarding the protection of investor rights and interests. The overall arrangements should not be lower than the domestic legal requirements. For pilot companies that have a protocol control structure, the SFC will distinguish the different situations from the relevant departments and handle them in accordance with the law.
Pilot red chip companies issuing depositary certificates based on stock-based securities in China shall comply with the basic conditions for stock issuance under the Securities Law, and meet the following requirements: First, the ownership structure, corporate governance, and operational specifications are applicable to overseas registered companies. Laws and other laws and regulations stipulate, but the overall arrangement on the protection of investor rights and interests should not be lower than domestic legal requirements; Second, there is a difference in voting rights, agreement control structure or similar special arrangements, should be at the time of initial public offering, in the prospectus The public issuance documents must have a prominent position, and disclose in detail the relevant information, especially the risks, corporate governance, and other information, as well as the measures for the legal protection of the legitimate rights and interests of investors.
Sixth, depository receipts basic institutional arrangements
The issuance of depositary receipts within China should comply with the following basic institutional arrangements and strictly abide by relevant regulatory rules.
(a) Participating subject.
Fundamental securities issued by a basic securities issuer overseas are held by the depositary, and the depositary shall issue a deposit receipt within the territory. The basic securities issuer shall meet the basic conditions for the issuance of stocks and other securities in the Securities Law, and participate in depository receipts. Issue, perform information disclosure and other obligations according to law, and accept supervision and management of the Securities Regulatory Commission and the stock exchange as required.
The depositary shall, in accordance with the agreement of the deposit agreement, exercise the corresponding rights of the overseas basic securities according to the wishes of the depositary receipt holder, and apply for depositary receipts dividends, dividends and other services. The depositary qualification shall comply with the relevant regulations of the Securities and Futures Commission.
Holders of depositary receipts shall enjoy the rights of overseas base securities represented by depositary receipts in accordance with the law, and shall exercise their rights through the depositary in accordance with the deposit agreement.
(b) Depositary agreement.
The issuer, depositary, and depositary receipt holder of the underlying securities shall define the interest represented by the depositary receipt and the rights and obligations of the parties through a deposit agreement. The investor holds the depositary receipt and becomes the party to the depository agreement and deems it as its consent. And abide by the agreement of the deposit agreement. The deposit agreement should be stipulated that the dispute arising from the depositary receipt shall be subject to the provisions of Chinese laws and regulations and shall be subject to the jurisdiction of the domestic court.
(3) Depositary receipts basic assets.
Depositary receipts basic assets include offshore basic securities and their derivative interests. The depositary may appoint a financial institution overseas to act as custodian. The custodian is responsible for the depository of depositary receipts basic assets and is responsible for handling other business related to trusteeship. The custodian shall be an independent household of the basic property of the depositary receipts, effectively separate the basic property of the depositary receipt from its own property, manage it separately, keep separate accounts, and must not classify the basic property of the depositary receipts into its own property. 3. The fiduciary obligation encroaches on the depository receipts base assets.
(d) Cross-border conversion.
The specific requirements and methods for conversion between depositary receipts and basic securities are stipulated by the Securities Regulatory Commission.
Seven, information disclosure
The relevant information disclosure obligors such as the pilot enterprises, their controlling shareholders, and actual controllers shall disclose information in a truthful, accurate, complete, timely, and fair manner, and shall not have any false records, misleading statements or major omissions. The pilot red chip companies shall, in principle, follow the existing The information disclosure system of listed companies fulfills the obligation of information disclosure. The information disclosed by pilots of red chip companies, their controlling shareholders, actual controllers and other related information disclosure obligors should be disclosed in Chinese simultaneously in China, and the disclosure content should be disclosed in the overseas market. Consistent.
Pilot red chip companies issuing securities in China shall disclose financial information in accordance with laws and regulations such as the Securities Law, and specify related issues such as fiscal year period in their listing arrangements. Pilot red chip companies issuing financial report information for securities disclosure in China may follow China Accounting Standards for Business Enterprises or accounting standards approved by the Ministry of Finance and China Accounting Standards for Business Enterprises may also be prepared in accordance with International Financial Reporting Standards or US Accounting Standards, and at the same time, they may provide adjustment information adjusted in accordance with Chinese Accounting Standards for Business Enterprises.
Eight, investor protection
Pilot enterprises must not have any special arrangements or behaviors that damage the legitimate rights and interests of domestic investors. When issuing stocks, the existing domestic investors protection system should be implemented; Control shareholders, actual controllers and directors, and senior management personnel of pilot companies that have not yet profited are implemented in the company. The shares held prior to the listing may not be reduced prior to the profit. The issuance of depositary receipts shall ensure that the actual interest of the depositary receipt holder is equivalent to the equity of the holders of overseas basic stocks. The depositary represents the domestic investors on the basis of overseas Stock issuers exercise their rights. When the legitimate rights and interests of investors are compromised, the pilot enterprises should ensure that domestic investors receive compensation equivalent to those of foreign investors.
Nine, legal liability
Pilot enterprises and other relevant market entities issuing securities in violation of laws and regulations, failing to disclose information in accordance with relevant regulations, and having false records, misleading statements or major omissions in disclosed information, or having illegal transactions such as insider trading, market manipulation, etc., shall be subject to securities laws and other laws. The laws and regulations stipulate legal liabilities. If pilot companies and other relevant market entities cause damage to the legitimate rights and interests of investors, they shall be liable for compensation according to law. Investors may directly request them to bear the liability for damages in accordance with the law. The depositary or trustee violates this opinion and the securities supervisor. If the relevant regulations are concerned, the China Securities Regulatory Commission may take regulatory measures in accordance with the law and pursue its legal responsibilities.
Ten, organization and management
All localities and relevant departments must attach great importance to unifying ideas, raising awareness, and intensifying efforts to ensure that trials are conducted in an orderly and lawful manner. The Securities Regulatory Commission must strengthen coordination with various regions and relevant departments in accordance with the Securities Law and this opinion. , Safely promote relevant work, improve related supporting systems and supervision rules, strengthen market supervision, investor education and cross-border supervision and law enforcement cooperation, severely investigate and punish illegal and law-breaking behaviors according to law, supervise pilot enterprises to earnestly perform information disclosure obligations, and urge intermediary agencies to be honest and trustworthy. Diligent and responsible, and effectively protect the legitimate rights and interests of investors.