Conjecture On The Normalization Of Delisting Mechanism: Introducing The "Three Wastes" Reform Of Delisting And Broadening Multiple Exit Channels

The top-level design of improving the delisting mechanism of listed companies has been set by the central government.

On the afternoon of February, the Central Committee of the people's Republic of China (hereinafter referred to as the "Shenzhen stock market reform committee") deliberated on a series of "proposals on deepening the implementation of the reform in accordance with the law" (hereinafter referred to as the "Shenzhen stock market reform committee") and other documents on deepening the implementation of the securities market reform plan in the afternoon of February.

The meeting pointed out that improving the delisting mechanism of listed companies and cracking down on illegal securities activities in accordance with the law are important institutional arrangements for comprehensively deepening the reform of the capital market. In terms of delisting mechanism construction, 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.

"The statement of the SDRC can be understood in such a way as to improve standards, simplify procedures, broaden channels, and strictly supervise, so as to achieve the effect of improving the normalization exit mechanism." According to a chief analyst of domestic securities companies, at present, the regulatory authorities have raised the delisting system to the same level as the registration system, so as to solve the two-way marketization problem of "import" and "export" in the process of capital market reform, and form a more effective asset pricing.

Recently, including the Shenzhen Reform Commission, the improvement and improvement of the delisting mechanism has been repeatedly mentioned by the regulatory authorities. Visual China

Improve the delisting standards and introduce the "three wastes" reform

Recently, including the Shenzhen Reform Commission, the improvement and improvement of the delisting mechanism has been repeatedly mentioned by the regulatory authorities.

On October 31, the financial stability and Development Committee of the State Council held a special meeting, saying that it would fully implement the stock issuance registration system and establish a normal delisting mechanism. Earlier, the State Council also issued the opinions on further improving the quality of listed companies, which clearly pointed out that the withdrawal mechanism of listed companies should be improved.

"With the reform of the registration system and delisting system as the starting point, we will promote the key institutional innovation in various links such as issuance and underwriting, trading, continuous supervision and investor protection, and comprehensively strengthen the construction of capital market infrastructure." On October 30, the chairman of the CSRC, Yi Huiman, put the reform of delisting system as important as the reform of registration system.

Li Zhan, chief economist of Zhongshan securities, said that the exit mechanism is one of the basic functions of market survival of the fittest and an important symbol of high-risk market. If there is no efficient delisting system, the market efficiency will be greatly reduced. Investors will expose the probability rate to the risk of delisting, which is not conducive to the healthy development of the market.

At present, with the growth enterprise market and the science and technology innovation board under the registration system as the main ones, A-shares have established relatively complete delisting standards, which can be divided into four categories, namely, compulsory delisting in major illegal cases, compulsory delisting in trading, compulsory delisting in finance, and compulsory delisting in standardization. Among various delisting standards, "face value delisting" is the most concerned.

"Face value delisting gives investors the right to vote with their feet, which is the most market-oriented delisting standard. It fully expresses the right of discourse and decision-making power of investors. It is up to them to decide which junk stocks and zombie enterprises should exit the market. Such delisting should be said to be more efficient, less troublesome, more compact, and has achieved good market effect." Dong Dengxin, director of the Institute of Finance and securities of Wuhan University of science and technology, said.

In the industry's view, the face value delisting also helps to solve the problem of "delisting".

"In the past, the implementation of delisting system has been getting less effective, which is not only the result of constantly updated accounting methods and financial manipulation, but also the embodiment of the integration of government and enterprises such as local subsidies or tax incentives. And the face value delisting is to drive the listed company whose stock price falls below one yuan out of the market, which also means that the market value of the listed company is very small, and the local government's willingness to rescue it will be lower. " Said the chief analyst of the domestic securities companies.

However, Chen Li, director of Sichuan Financial Securities Research Institute, believes that it is still necessary to supplement the system with more perfect supporting measures. For example, Shanghai and Shenzhen stock exchanges can issue rules to further regulate the object and scope of application of stock transfers, so as to avoid junk shares from evading par value delisting through "technical means" such as share withdrawal. At the same time, we should also consider canceling the delisting consolidation period for the listed companies that continue to operate normally, so as to avoid the irrational stock price drop caused by the centralized selling of funds.

For the improvement of delisting standards in the future, Li Zhan suggested that in terms of improving delisting standards, the weight of stock price, number of shareholders, market value and other factors in delisting standards can be strengthened in the future, the role of market indicators in delisting can be enriched, and the proportion of market and administrative delisting regulations can be balanced.

In the delisting system, the science and technology innovation board and the growth enterprise market have carried out the "three wastes" reform, that is, abolishing the suspension of listing, abolishing the resumption of listing, and abolishing the re listing. In the view of the industry, this content is likely to be written into the implementation plan of improving the delisting mechanism of listed companies.

"The spirit of the" three wastes "should also be reflected in the plan in the future, aiming at strict delisting system and preventing institutional arbitrage. However, the specific rules and formulation may change. If financial and other compulsory delisting enterprises can be reborn, they should also be given the opportunity to be listed again. " Tian Lihui, Dean of the Financial Development Research Institute of Nankai University, said.

Graft the system of class action and widen the channel

While the delisting standard has been improved, the exit channels of domestic listed companies still need to be widened.

The above-mentioned chief analysts of domestic securities companies suggested that while continuing to improve the multi-level capital market structure, an efficient and smooth transfer mechanism should be established. "Not only can the enterprises on the new third board be listed on the Shanghai and Shenzhen stock markets, but the listed companies in the Shanghai and Shenzhen stock markets should also switch to the new third board, which can deepen the hierarchical service function of the capital market and increase the proportion of active delisting."

However, in terms of investor appropriateness, due to the different threshold requirements of different sectors for investors, there are differences in the investor suitability requirements between the transferred out plate and the planned transfer plate. How to take into account the legitimate rights and interests of stock investors and incremental investors at the same time and achieve fairness and fairness is also a major challenge for the introduction of the system in the market.

In addition to compulsory delisting and board switching delisting, Tian Lihui also suggested introducing more diversified exit channels to encourage active delisting, merger and reorganization, bankruptcy reorganization and other channels to exit the market. "For example, in M & A, we should implement tender offer and encourage the establishment of a mechanism for M & A to absorb public equity so as to delist.".

While improving the delisting mechanism of listed companies, the industry believes that it is necessary to graft the collective action system with the delisting system.

Chen Li said that the class action system is an important institutional arrangement to protect the rights and interests of investors and standardize the operation of the company. This kind of institutional arrangement can greatly increase the violation cost of the company, and at the same time, greatly reduce the cost of protecting the rights of investors or greatly improve their rights protection income.

For the sound delisting system, on the one hand, the system of class action can bring great deterrence to listed companies. More importantly, when the listed companies face the risk of delisting due to their own violation of laws and regulations and cause losses to investors, the system of class action will provide powerful judicial protection for the majority of damaged small and medium-sized investors, which is conducive to strengthening the protection and relief of investors in delisting, avoiding serious infringement on the interests of investors due to the "withdrawal" of listed companies, and also conducive to the elimination of investors Resistance to delisting of listed companies.