On February 28, 2014, the CSRC held a press conference. The spokesperson Zhang Xiaojun released the CSRC's successful completion of the recommendations of the NPC deputies in 2013 and the proposal of the CPPCC National Committee members, and introduced the market-oriented reforms of the M&A and restructuring of listed companies. To promote the innovation and development of the securities industry, and to answer questions that journalists care about.
I. Relevant information on promoting the market-oriented reform of mergers and acquisitions of listed companies
Deregulation and strengthening supervision are the fundamental direction of the reform of the administrative examination and approval system. I will always promote the market-oriented reform of mergers and acquisitions as an important task to promote the healthy development of the capital market. In 2013, after repeated argumentation, 15 reform measures were proposed. Among them, the M&A and restructuring review system was implemented on October 8th, and the eligible reorganization application for exemption review or quick review; the backdoor listing is equivalent to the IPO, and the GEM listed companies are not supported. Next, I will continue to advance the following reform measures:
The first is to further clean up and simplify administrative licensing. The study revised the relevant rules for mergers and acquisitions of listed companies. On the basis of canceling the share repurchase of listed companies in 2012 and the exemption of the exemption of the four types of tender offer obligations, the merger and acquisition restructuring approval was further substantially eliminated. All matters that the market can self-regulate, market entities can make their own decisions, and social organizations can self-discipline management must gradually abolish administrative approval.
The second is to improve the marketization mechanism of mergers and acquisitions. Reform the existing single-share pricing mechanism, increase the pricing time window, introduce a price adjustment mechanism, enhance pricing flexibility; enrich the tender offer performance guarantee method; cancel the minimum quantity limit and performance commitment requirements for third-party mergers and acquisitions.
The third is to enrich the M&A and payment instruments and broaden the financing channels. Introduce targeted convertible bonds and preferred stocks as payment instruments; support financial advisors to provide mergers and acquisitions and cross-bridge financing; support the development of innovative tools such as M&A funds.
The fourth is to improve the supervision of mergers and acquisitions. Pursuing mergers and acquisitions and reorganization and approval, improving the efficiency of auditing; further improving the transparency of mergers and acquisitions supervision; improving the decision-making mechanism of shareholders of listed companies, strengthening investor protection; strengthening the responsibility of intermediaries, urging market entities to blame and fulfilling their duties;
In order to optimize the external environment for mergers and acquisitions, I will actively support the inter-ministerial joint meeting mechanism of mergers and acquisitions led by the Ministry of Industry and Information Technology, cooperate with relevant departments to eliminate institutional obstacles, implement fiscal and taxation policies, increase financial support, and improve land use, debt restructuring and employee placement. And Other policies.
At the same time, I will vigorously promote the establishment of a cross-departmental parallel approval mechanism. In the future, it is no longer necessary to use anti-monopoly, foreign investment, and foreign investment review as the preconditions for the administrative licensing of mergers and acquisitions. After the listed company has obtained the approval of the administrative license of the Chinese Association, it must still obtain approval from the relevant departments for disclosure and reorganization. .
2. Progress on the audit of the heavy-duty system of listed companies' mergers and acquisitions
On October 8, 2013, the lane separation system was officially implemented. The implementation of the separation system is an important measure that I will implement the spirit of the important directives for the transformation of the State Council's institutional functions, deepen the reform of the administrative examination and approval system, and effectively transfer the supervision focus to the pre-audit and post-event supervision. I will implement the State Council's promotion of enterprises. The Opinions on Merger and Reorganization, one of the ten key tasks to regulate the market-oriented reform of mergers and acquisitions in the capital market. The divisional system audit is based on the standard operation of the listed company, the quality of the intermediary practice, and the establishment of a standardized and differentiated merger and acquisition review system in line with the national industrial policy. Among them, an exemption review or a quick review is applied to the M&A and reorganization application that meets the criteria.
On October 8, 2013, as one of the important measures for the market-oriented reform of mergers and acquisitions, the division system was officially implemented. As of January 31, 2014, I have accepted 58 requests for major asset restructuring administrative licenses for listed companies, of which 49 are for normal review and 9 for prudent review. The classification type of auditing has been publicized weekly in the basic information and review schedule of the listed company's merger and acquisition administrative licensing application. Investors can log in to the foreign network at any time. In the next step, we will continue to improve the separation system according to the progress of the implementation; and dynamically adjust the supported industry types according to the key industries identified by the relevant departments to promote mergers and acquisitions.
3. Relevant information on continuing to promote the innovation and development of the securities industry
In 2014, I will thoroughly implement the spirit of the Third Plenary Session of the 18th and 18th Central Committee of the Party, implement the work of the National Conference on Securities and Futures Supervision in 2014, and adhere to the marketization and rule of law in accordance with the overall requirements for accelerating the transformation of government functions. Internationalization, support and guide securities companies to carry out business and product innovation with the goal of enhancing the core competitiveness of the industry. Focus on the following work:
First, it is clear that the approval policy for newly established securities companies should support private capital, professionals and other qualified investment entities to set up securities companies; second, study and clarify the management methods for securities business licenses, and allow eligible institutions to apply for securities business licenses. The third is to expand the opening up of the securities industry. Under the framework of CEPA and ECFA, we will introduce relevant rules, first expand the opening of Hong Kong, Macao and Taiwan, and simultaneously study and further expand the policy of opening up. Support securities companies to further expand cross-border business. The fourth is to improve the innovation work mechanism of securities companies and encourage securities companies to independently carry out business and product innovation according to law. Fifth, encourage securities companies to carry out asset securitization business, promote the standardized development of securities companies' financing business and over-the-counter trading business, and actively develop the counter market of securities companies. Sixth, support securities companies to use network information technology to innovate products and services, and standardize the development of Internet finance services. Seventh is to support securities companies in equity and debt financing, and further expand financing channels. Eighth is to allow securities companies to explore the equity incentive and restraint mechanism according to law.
At the same time, I will further improve the risk control indicator system with net capital as the core. Strengthen the supervision of securities companies, promote the establishment of a sound governance structure and comprehensive risk management system, and improve the internal control mechanism. Strengthen on-site inspection, off-site inspection and risk monitoring, effectively strengthen supervision and enforcement, supervise and urge securities companies to operate in a prudent manner, and effectively prevent and timely resolve the risks of securities companies.
Fourth , on the private equity fund supervision ideas and registration and filing
According to the newly revised Securities Investment Fund Law and the Central Government's Notice on the Division of Work of Private Equity Fund Management, I will explore the establishment of various private equity funds, including private equity funds and private equity funds, on the basis of self-discipline in the industry. Moderate regulatory system. That is to say, there is no entry threshold for all kinds of private equity funds and their managers. After they are established, they will register with the fund industry association for future registration. I will conduct post-event monitoring and supervision according to the private equity fund registration and filing information of the fund industry association. At the same time, I will establish information sharing and coordination mechanisms with relevant ministries to jointly promote the healthy development of the private equity industry.
The fund industry association issued the "Private Investment Fund Manager Registration and Fund Filing Procedure (Trial)" on January 17 this year. On February 7, the private equity fund registration and filing work was officially launched. As of February 26, there were 499 online application system registration users, of which 457 organizations have begun to fill out the report online, and 130 have completed online filing and submitted registration applications. It is hoped that the established private fund managers will complete the registration procedures as soon as possible to the fund industry association. For registered private equity fund managers, the fund industry association will provide various services.
V. Answering questions from reporters
1. The CSRC has cancelled the examination and approval of the special investment business of the securities company. How will the asset securitization business with this business be carried out in the future?
A: According to the "Decision of the State Council on the Cancellation and Decentralization of a Batch of Administrative Approval Items", I will issue an announcement to no longer accept special investment applications from securities companies. For the application for asset securitization business that has been submitted but not yet accepted, the relevant securities company shall withdraw it by itself; if it has been accepted, the relevant securities company may withdraw it. If it has not been withdrawn, I will complete the review as soon as possible and make relevant decisions according to the specific circumstances. .
According to the internal adjustment plan of the CSRC approved by the Central Committee, I will have newly established the Corporate Bond Supervision Department. According to the division of functions, the relevant work of the asset securitization business will be undertaken by the Ministry. The follow-up management mechanism after the cancellation of the administrative license will fully reflect the market-oriented principle of decentralization and decentralization, and at the same time do a good job in post-event supervision and risk prevention and control. Recently released.
2. The market has had a lot of discussions on the development of money market funds in the near future. What is the evaluation of the CSRC?
A: Under the macro background of accelerating the marketization of interest rates and the rapid development of Internet finance, China's money market funds have recently shown a good momentum of accelerating development, and meeting the low-risk financial needs of investors, especially small and medium-sized investors, and multiple channels. It is of positive significance to increase the property income of residents, develop inclusive finance, promote the development of the money market, improve the yield curve of government bonds reflecting the relationship between market supply and demand, increase the proportion of direct financing, accelerate the marketization of interest rates, and further optimize the asset structure of the fund industry. However, we also noticed that during the course of business development, some fund managers, fund sales organizations and fund sales payment and settlement institutions still have problems such as irregular sales, promotion and promotion, insufficient risk disclosure and inadequate risk management. For example, some The product does not explicitly reveal that money market funds are not equivalent to bank deposits, cannot guarantee that the fund will be profitable, and does not guarantee the minimum income. Past income does not represent future earnings. All of these need to further strengthen the risk management of each business link of the money market fund according to the development of the situation, so as to better protect the legitimate rights and interests of investors and prevent systemic risks in the industry.
Yu'ebao is a convenient account value-added service provided by Alipay to users. It is essentially a combination innovation of third-party payment business and money market fund products. Under the Yubao business model, Alipay does not participate in the fund sales business, nor does it participate in the fund investment operation, and only plays the role of Internet customer introduction. Yu'ebao is the product of China's interest rate marketization and the rapid development of the Internet. In order to better promote the healthy and stable development of Internet funds such as Yu'ebao, we are studying and formulating relevant rules to further strengthen the risk management of money market funds and the supervision of Internet sales funds.
I. Relevant information on promoting the market-oriented reform of mergers and acquisitions of listed companies
Deregulation and strengthening supervision are the fundamental direction of the reform of the administrative examination and approval system. I will always promote the market-oriented reform of mergers and acquisitions as an important task to promote the healthy development of the capital market. In 2013, after repeated argumentation, 15 reform measures were proposed. Among them, the M&A and restructuring review system was implemented on October 8th, and the eligible reorganization application for exemption review or quick review; the backdoor listing is equivalent to the IPO, and the GEM listed companies are not supported. Next, I will continue to advance the following reform measures:
The first is to further clean up and simplify administrative licensing. The study revised the relevant rules for mergers and acquisitions of listed companies. On the basis of canceling the share repurchase of listed companies in 2012 and the exemption of the exemption of the four types of tender offer obligations, the merger and acquisition restructuring approval was further substantially eliminated. All matters that the market can self-regulate, market entities can make their own decisions, and social organizations can self-discipline management must gradually abolish administrative approval.
The second is to improve the marketization mechanism of mergers and acquisitions. Reform the existing single-share pricing mechanism, increase the pricing time window, introduce a price adjustment mechanism, enhance pricing flexibility; enrich the tender offer performance guarantee method; cancel the minimum quantity limit and performance commitment requirements for third-party mergers and acquisitions.
The third is to enrich the M&A and payment instruments and broaden the financing channels. Introduce targeted convertible bonds and preferred stocks as payment instruments; support financial advisors to provide mergers and acquisitions and cross-bridge financing; support the development of innovative tools such as M&A funds.
The fourth is to improve the supervision of mergers and acquisitions. Pursuing mergers and acquisitions and reorganization and approval, improving the efficiency of auditing; further improving the transparency of mergers and acquisitions supervision; improving the decision-making mechanism of shareholders of listed companies, strengthening investor protection; strengthening the responsibility of intermediaries, urging market entities to blame and fulfilling their duties;
In order to optimize the external environment for mergers and acquisitions, I will actively support the inter-ministerial joint meeting mechanism of mergers and acquisitions led by the Ministry of Industry and Information Technology, cooperate with relevant departments to eliminate institutional obstacles, implement fiscal and taxation policies, increase financial support, and improve land use, debt restructuring and employee placement. And Other policies.
At the same time, I will vigorously promote the establishment of a cross-departmental parallel approval mechanism. In the future, it is no longer necessary to use anti-monopoly, foreign investment, and foreign investment review as the preconditions for the administrative licensing of mergers and acquisitions. After the listed company has obtained the approval of the administrative license of the Chinese Association, it must still obtain approval from the relevant departments for disclosure and reorganization. .
2. Progress on the audit of the heavy-duty system of listed companies' mergers and acquisitions
On October 8, 2013, the lane separation system was officially implemented. The implementation of the separation system is an important measure that I will implement the spirit of the important directives for the transformation of the State Council's institutional functions, deepen the reform of the administrative examination and approval system, and effectively transfer the supervision focus to the pre-audit and post-event supervision. I will implement the State Council's promotion of enterprises. The Opinions on Merger and Reorganization, one of the ten key tasks to regulate the market-oriented reform of mergers and acquisitions in the capital market. The divisional system audit is based on the standard operation of the listed company, the quality of the intermediary practice, and the establishment of a standardized and differentiated merger and acquisition review system in line with the national industrial policy. Among them, an exemption review or a quick review is applied to the M&A and reorganization application that meets the criteria.
On October 8, 2013, as one of the important measures for the market-oriented reform of mergers and acquisitions, the division system was officially implemented. As of January 31, 2014, I have accepted 58 requests for major asset restructuring administrative licenses for listed companies, of which 49 are for normal review and 9 for prudent review. The classification type of auditing has been publicized weekly in the basic information and review schedule of the listed company's merger and acquisition administrative licensing application. Investors can log in to the foreign network at any time. In the next step, we will continue to improve the separation system according to the progress of the implementation; and dynamically adjust the supported industry types according to the key industries identified by the relevant departments to promote mergers and acquisitions.
3. Relevant information on continuing to promote the innovation and development of the securities industry
In 2014, I will thoroughly implement the spirit of the Third Plenary Session of the 18th and 18th Central Committee of the Party, implement the work of the National Conference on Securities and Futures Supervision in 2014, and adhere to the marketization and rule of law in accordance with the overall requirements for accelerating the transformation of government functions. Internationalization, support and guide securities companies to carry out business and product innovation with the goal of enhancing the core competitiveness of the industry. Focus on the following work:
First, it is clear that the approval policy for newly established securities companies should support private capital, professionals and other qualified investment entities to set up securities companies; second, study and clarify the management methods for securities business licenses, and allow eligible institutions to apply for securities business licenses. The third is to expand the opening up of the securities industry. Under the framework of CEPA and ECFA, we will introduce relevant rules, first expand the opening of Hong Kong, Macao and Taiwan, and simultaneously study and further expand the policy of opening up. Support securities companies to further expand cross-border business. The fourth is to improve the innovation work mechanism of securities companies and encourage securities companies to independently carry out business and product innovation according to law. Fifth, encourage securities companies to carry out asset securitization business, promote the standardized development of securities companies' financing business and over-the-counter trading business, and actively develop the counter market of securities companies. Sixth, support securities companies to use network information technology to innovate products and services, and standardize the development of Internet finance services. Seventh is to support securities companies in equity and debt financing, and further expand financing channels. Eighth is to allow securities companies to explore the equity incentive and restraint mechanism according to law.
At the same time, I will further improve the risk control indicator system with net capital as the core. Strengthen the supervision of securities companies, promote the establishment of a sound governance structure and comprehensive risk management system, and improve the internal control mechanism. Strengthen on-site inspection, off-site inspection and risk monitoring, effectively strengthen supervision and enforcement, supervise and urge securities companies to operate in a prudent manner, and effectively prevent and timely resolve the risks of securities companies.
Fourth , on the private equity fund supervision ideas and registration and filing
According to the newly revised Securities Investment Fund Law and the Central Government's Notice on the Division of Work of Private Equity Fund Management, I will explore the establishment of various private equity funds, including private equity funds and private equity funds, on the basis of self-discipline in the industry. Moderate regulatory system. That is to say, there is no entry threshold for all kinds of private equity funds and their managers. After they are established, they will register with the fund industry association for future registration. I will conduct post-event monitoring and supervision according to the private equity fund registration and filing information of the fund industry association. At the same time, I will establish information sharing and coordination mechanisms with relevant ministries to jointly promote the healthy development of the private equity industry.
The fund industry association issued the "Private Investment Fund Manager Registration and Fund Filing Procedure (Trial)" on January 17 this year. On February 7, the private equity fund registration and filing work was officially launched. As of February 26, there were 499 online application system registration users, of which 457 organizations have begun to fill out the report online, and 130 have completed online filing and submitted registration applications. It is hoped that the established private fund managers will complete the registration procedures as soon as possible to the fund industry association. For registered private equity fund managers, the fund industry association will provide various services.
V. Answering questions from reporters
1. The CSRC has cancelled the examination and approval of the special investment business of the securities company. How will the asset securitization business with this business be carried out in the future?
A: According to the "Decision of the State Council on the Cancellation and Decentralization of a Batch of Administrative Approval Items", I will issue an announcement to no longer accept special investment applications from securities companies. For the application for asset securitization business that has been submitted but not yet accepted, the relevant securities company shall withdraw it by itself; if it has been accepted, the relevant securities company may withdraw it. If it has not been withdrawn, I will complete the review as soon as possible and make relevant decisions according to the specific circumstances. .
According to the internal adjustment plan of the CSRC approved by the Central Committee, I will have newly established the Corporate Bond Supervision Department. According to the division of functions, the relevant work of the asset securitization business will be undertaken by the Ministry. The follow-up management mechanism after the cancellation of the administrative license will fully reflect the market-oriented principle of decentralization and decentralization, and at the same time do a good job in post-event supervision and risk prevention and control. Recently released.
2. The market has had a lot of discussions on the development of money market funds in the near future. What is the evaluation of the CSRC?
A: Under the macro background of accelerating the marketization of interest rates and the rapid development of Internet finance, China's money market funds have recently shown a good momentum of accelerating development, and meeting the low-risk financial needs of investors, especially small and medium-sized investors, and multiple channels. It is of positive significance to increase the property income of residents, develop inclusive finance, promote the development of the money market, improve the yield curve of government bonds reflecting the relationship between market supply and demand, increase the proportion of direct financing, accelerate the marketization of interest rates, and further optimize the asset structure of the fund industry. However, we also noticed that during the course of business development, some fund managers, fund sales organizations and fund sales payment and settlement institutions still have problems such as irregular sales, promotion and promotion, insufficient risk disclosure and inadequate risk management. For example, some The product does not explicitly reveal that money market funds are not equivalent to bank deposits, cannot guarantee that the fund will be profitable, and does not guarantee the minimum income. Past income does not represent future earnings. All of these need to further strengthen the risk management of each business link of the money market fund according to the development of the situation, so as to better protect the legitimate rights and interests of investors and prevent systemic risks in the industry.
Yu'ebao is a convenient account value-added service provided by Alipay to users. It is essentially a combination innovation of third-party payment business and money market fund products. Under the Yubao business model, Alipay does not participate in the fund sales business, nor does it participate in the fund investment operation, and only plays the role of Internet customer introduction. Yu'ebao is the product of China's interest rate marketization and the rapid development of the Internet. In order to better promote the healthy and stable development of Internet funds such as Yu'ebao, we are studying and formulating relevant rules to further strengthen the risk management of money market funds and the supervision of Internet sales funds.
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