Original title: Significant changes land! “Corporate Rules for Securities Company Sponsors” has been officially released and sponsorship review qualifications have been changed
On December 4, “SecuritiesCompanyThe official draft of the Sponsor Corporate Rules (hereinafter referred to as the “Rules”) has been released and implemented.
“The reform of the securities issue registration system is capitalmarketMajor changes to the basic system, the new “Securities Law” further clarifies the comprehensive implementation of the securities issues registration system,investmentThe legal responsibilities of the “gatekeeper” in the agency market are protected and condensed. Establishing a unified and standardized corporate standard for the issue of securities and listing sponsorship is an important basis for the comprehensive implementation of the registration system in the multi-tier capital market. It has clear rights and responsibilities for promoting the alignment of formation capabilities and responsibilities, coordination of operations, mutual restraint, and each has its own responsibilities. Guardians’mechanismIt is of great significance. “China Securities Industry Association(Hereafter referred to as the Association) said.
The main content of the rules
The “Rules” has six chapters and 51 articles. Its main features and content are reflected in the following aspects:
One of them is adaptationSponsor representativeManagement model, strengthening the sponsor’s management responsibilities for sponsor representatives,Invest inThe qualification test was changed to an evaluation test with no access type, and the pre-practice qualification management was changed to the post-practice registration management; self-discipline management of sponsor representatives ‘practice behavior was strengthened and the continuous dynamic tracking and publicity mechanism of sponsor representatives’ practice behavior was established.
The second is to establish sponsorship practices and fine-tune the key processes of undertaking sponsorship projects, project design, counseling, due diligence, recommendation, and ongoing monitoring.jobsRequirements, Compact Sponsor Responsibilities.
The third is to improve the sponsor’s accountability system, strengthen the sponsor’s internal accountability mechanism, improve the model standards of due diligence and due diligence, strengthen the sponsorship cooperation of securities brokers, and promote the return of all parties to their due diligence to to form a market synergy.
The fourth is to improve the practice quality assessment of sponsor institutions and the list of sponsor representativesClassification management, Publicity and promotion, and instant response and other self-discipline management mechanisms to build market-oriented self-discipline, moral, integrity, and reputation control mechanisms.
More in demandopinionThe design has five major changes
From June 19-24, 2020, the association sought advice from securities firms and regulatory authorities on the “rules”, and received nearly 60 feedbacks.
According to the latest data currently published on the association’s official websiteShare137 securities companies, including some asset management companies.
By fully assimilating and adopting reasonable and feasible opinions and suggestions, the rules have been adapted and improved, mainly based on the following five aspects:
The first is to improve the exemption conditions for the competence evaluation test of sponsor representatives. The exemption conditions for competence evaluation test mainly take into account the experience of sponsoring projects.
The second is to increase the reduction and exemption of training hours for sponsor representatives.PractitionersThe training rules specify specific reception facilities.
The third is to optimize and standardize the principles of sponsorship feesMarket order, To help build a healthy competitive ecology in the industry.
The fourth is to improve sponsors’ internal accountability mechanism and require sponsors to clearly ensure that sponsors are performing their duties and accountability measures.
The fifth is to refine the standards of sponsor due diligence responsibility and consolidate the responsibilities of intermediaries.
“You can sign up for warranty without taking an exam”
In these “rules”, the investment banking circle is most concerned about the adjustment of the sponsor representative management model.
Section 8 of Chapter 2 of the “Rules” provides that the association organizes the professional competence evaluation test of a sponsor’s representative to verify that the sponsor’s proposed representative is competent in the relevant laws andaccountancy, Financial management, taxes,auditAnd other professional knowledge to achieve the corresponding professional skill level.
If the test results of the competence evaluation do not meet the basic requirements, the sponsoring institution must issue a written statement and provide sufficient material to verify their competence, and they must have completed 90 hours of sponsorship-related training in the past six months.
The association publishes the relevant material and results of evaluation and testing of professional competence. The materials provided include four of the following as sufficient:
(1) Have more than eight years of relevant corporate sponsorship experience;
(2) Over the past three years, he has served as a member of the project team in two securities issue projects that meet the requirements of Article 2 of the Sponsorship Measures (issuers, sponsors, sponsor representatives who have been punished for violations related to the issue and listing of securities ). Except for items);
(3) have a master’s degree or higher in the majors in finance, economics, accounting and law;
(4) obtaining national legal professional qualifications;
(5) Repurchased countryCPAqualifications.
Those who meet any of the following conditions can be considered competent in the legal, accounting, financial management, tax, audit and other professional knowledge related to the sponsoring company, reaching the corresponding professional competence level without participating the evaluation test at the professional competence level:
(1) Have over ten years of corporate sponsorship experience, and for the past two years have served as co-organizers of projects and other key members (issuers, sponsors, sponsor representatives, etc.) in securities issue projects that comply with Article 2 of the “Sponsorship Measures”. (Except for items punished for offenses related to the issue and listing of securities);
(2) Involved for over ten years in supervising the issue of securities and sponsoring quotations.
“Note that the condition of ‘Doctorate in Economic Law and Accounting Majors’ in the previous draft of the consultation has been canceled, which is more in line with the actual business situation. In fact, investment banks are not actually recruiting doctorates.” A senior investment banker told 21st Century The Economic Herald reporter said frankly.
Strengthen the evaluation of the practice quality of sponsor institutions
The “Rules” also contain detailed rules for the practice of sponsoring institutions.
The “Rules” indicated that the Association has established a comprehensive evaluation mechanism for the quality of the sponsor’s practiceStaff, Business ability, compliance development situation, issuance and acceptance organization ability,PricingCapability, research capacity, effectiveness of risk management, andmaintenanceNational strategy, Fulfill social responsibilities and other factors, evaluate the quality of the sponsor’s practice and communicate it to society.
“On-site supervision of all items of the transaction, the Securities Regulatory Bureau is conducting routine spot checks, and now it has the Securities Industry Association’s practice quality evaluation.” An investment banker couldn’t hide the pressure when communicating with reporters.
In addition, with the reform of the registration system, pricing and selling capacity will increasingly become the competitiveness of investment banks. “The adjustment of the” Rules “, such as the adjustment of the management model of the guarantee agent,to feelWhat is still being investigated is the compliance capability that is important to the material. Some investment bankers think.
The China Securities Regulatory Commission has canceled the admission of sponsor representatives’ pre-qualifications, and there is no need to act as a co-organizer and pass the insurance agent exam. Supervision will be reinforced during and after the event.
(Source: 21st Century Business Herald)
(Responsible publisher: DF407)
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