The Shanghai, Shenzhen, and Beijing Stock Exchanges each released draft amendments to their respective "Rules for Reviewing the Issuance and Listing of Securities by Listed Companies (Draft for Solicitation of Comments)" for public consultation on the evening of July 3. Concurrently, the Shanghai and Shenzhen exchanges also released draft amendments to their respective "Implementation Rules for Securities Issuance and Underwriting Business (Draft for Solicitation of Comments)" for public comment. The three exchanges are proposing a package of measures aimed at optimizing the refinancing mechanism, striving to enhance market functionality and support listed companies in effectively utilizing relevant refinancing tools.
Taking the Shanghai Stock Exchange as an example, it stated that to improve the inclusiveness and adaptability of capital market systems, continuously deepen comprehensive reforms in capital market investment and financing, and enhance the convenience and flexibility of refinancing, it has revised the "Implementation Rules for Securities Issuance and Underwriting Business of the Shanghai Stock Exchange (Draft for Solicitation of Comments)" (hereinafter referred to as the "Refinancing Underwriting Rules"). To strengthen financing support for listed companies, the revised rules, including the "Administrative Measures for the Registration of Securities Issuance by Listed Companies (Draft for Solicitation of Comments)" (hereinafter referred to as the "Refinancing Registration Measures"), have introduced a package of reform measures for refinancing. These include adding a shelf offering system for private placements, increasing the flexibility of simplified procedure private placements, and optimizing arrangements for private placements with locked-in pricing for all designated subscribers. The "Refinancing Underwriting Rules" primarily specify the concrete arrangements from the perspective of issuance and underwriting.
New Shelf Offering Issuance and Underwriting Arrangements
Firstly, handling issuance failures. It clarifies that if an issuance fails, the quota for that issuance cannot be used again; however, if there are unused issuance quotas that have not been initiated, subsequent issuances can proceed. Secondly, arrangements for multiple issuances. The initial issuance must be implemented within one year from the date of registration approval. To further regulate shelf offering behavior, it specifies that if the initial issuance is not implemented within one year, subsequent issuances are not permitted. Thirdly, shelf offering procedures. It clarifies that the procedures for each issuance under a shelf offering must comply with the relevant regulations for listed company private placements.
Enhanced Issuance and Underwriting Arrangements for Designated Subscribers
The revised "Refinancing Registration Measures" have improved the relevant provisions for the board of directors to determine specific subscribers. The "Refinancing Underwriting Rules" have been correspondingly adjusted. For private placements where the board determines some subscribers, the requirement is added that "the determined subscribers must specify the upper and lower limits of the intended subscription amount, the principle for determining the subscription quantity, and the pricing principle." The requirement that "the board resolution must specify whether the aforementioned subscribers will continue to participate in the subscription, the price determination principle, and the subscription quantity in case a subscription price cannot be generated through a bidding process" has been removed. For private placements where the board determines all subscribers, it is clarified that the subscription price cannot be predetermined on the date of the board resolution or the shareholders' meeting resolution.
Optimized Authorization Requirements for Simplified Procedure Private Placements
To increase the flexibility of the simplified procedure, a mechanism for authorization by an extraordinary shareholders' meeting has been added. The authorization for simplified procedure financing has been changed from requiring an annual shareholders' meeting authorization to requiring a shareholders' meeting authorization, aligning with the "Refinancing Registration Measures."
The Shanghai Stock Exchange has also revised the "Rules for Reviewing the Issuance and Listing of Securities by Listed Companies on the Shanghai Stock Exchange" (hereinafter referred to as the "Refinancing Review Rules"). The main revisions include: adaptively adjusting relevant clauses and expressions; in accordance with changes to superior rules such as the "Administrative Measures for the Registration of Securities Issuance by Listed Companies," clarifying that the review department primarily conducts reviews based on the listed company's ongoing regulatory situation, thereby fully leveraging the combined force of daily supervision and issuance supervision; adding the mechanism for authorization by an extraordinary shareholders' meeting for the simplified procedure, changing the authorization for simplified procedure financing from an annual shareholders' meeting authorization to a shareholders' meeting authorization to increase its flexibility; and optimizing the negative list of circumstances where the simplified procedure is not applicable. The scope of the simplified procedure has been optimized, specifying that it cannot be used if the sponsor or sponsor representative, securities service institution, or relevant signatory personnel involved in the current issuance and listing application has been subject to administrative penalties by the China Securities Regulatory Commission or public censure or more severe disciplinary action by a stock exchange for similar business within the past year, thereby further enhancing the system's inclusiveness.
The Shenzhen Stock Exchange and the Beijing Stock Exchange have also released the aforementioned relevant rules for public consultation. The main proposed revisions similarly include "adding a shelf offering system for private placements by listed companies," "improving the locked-in pricing private placement system," and "modifying the authorization mechanism for the simplified procedure," among other items.