The core content of the issuance supervision system: the ownership of stock issuance decision-making power. There are two kinds: one is government-led, that is, the examination and approval system. The other is marketization, which is the registration system. The approval system refers to the examination system in which an issuer applies for issuing securities, not only to publicly disclose the information related to securities issuance, but also to meet the (substantive) conditions stipulated in the Company Law and the Securities Law, and requires the issuer to submit the issuance application to the securities regulatory department for decision. At present, China implements the approval system. Before 1998, China's stock issuance management system adopted the mode of dual control of the issuance scale and the number of issuing enterprises.
On February 28th, 2003, 65438+ China Securities Regulatory Commission promulgated the Interim Measures for the Sponsorship System of Securities Issuance and Listing, which came into effect on February 28th, 2004.
The revised Securities Law of People's Republic of China (PRC) (hereinafter referred to as the "Securities Law"), which was implemented on June 5438+1 October1June 2006, clarified the boundary between public offering and non-public offering in terms of issuance supervision; To stipulate the information disclosure system before securities issuance and strengthen public supervision; Affirmed the sponsorship system of securities issuance and listing, and once again played the market service function of intermediary institutions; The power to approve the listing of securities is handed over to the stock exchange, which strengthens the supervision function of the exchange.
2. Changes in stock issuance methods
There are many historical changes in the way of stock issuance in China, which can be divided into the following stages according to the time and the type of stock issuance.
(1) spontaneous. From 1984 joint-stock pilot to the early 1990s. At present, the characteristics of stock issuance are: first, the face value is not uniform, with 100 yuan and 200 yuan, which are generally issued at face value; Second, the distribution targets are mostly internal employees and the local public; Third, most of the issuance methods are self-issuance, with no underwriters and less participation of intermediaries.
(2) Subscription cards are sold in limited quantities. 199 1 ~ 1992. The stock is issued in the form of restricted subscription certificate. This method has obvious disadvantages, and it is prone to panic buying, causing social unrest, and there are some disadvantages such as intercepting the application form privately. Because of the "8· 10/0 incident" in Shenzhen, this method is no longer adopted.
(3) Subscription cards are sold indefinitely. 1992, Shanghai took the lead in adopting the unlimited subscription card lottery method. This was confirmed in the Notice of the State Council on Further Strengthening Macro-management of the Securities Market issued on June1992+February 2007 17. This method basically avoids the main disadvantages of limited issuance and embodies the principle of "three publics". However, the uncertainty of subscription quantity will cause unnecessary waste of social resources and high subscription cost.
(4) The application form for unlimited sales conditions is linked to the bank savings deposit. 1993 18 In August, the the State Council Securities Commission promulgated the 1993 Issuance and Subscription Measures, which stipulated that the issuance method could be an application form for unlimited issuance and linked to bank savings deposits. Compared with unlimited subscription card, this method not only greatly reduces the waste of social resources and the cost of the primary market, but also absorbs idle social capital and attracts new investors to enter the market, but also leads to the phenomenon of winning lots at high prices.
(5) Online bidding. Online bidding was only tried in 1994 for several stocks such as Harsuibao, but it was not adopted afterwards.
(6) Full advance payment and proportional placement. Full advance payment and proportional placement are extensions of deposit-linked method, but they are more convenient and time-saving. It also includes "full prepayment, proportional placement and immediate refund of balance" and "full prepayment, proportional placement and balance transfer". Compared with the latter, the former greatly shortens the capital occupation time, improves the capital efficiency, can cultivate the original investors in the issuing place and attract a large amount of funds to enter the secondary market.
(7) Internet pricing. Online pricing issuance is similar to offline "full advance, proportional placement and immediate refund of balance", except that all work is automatically carried out by using the exchange network, which is the most perfect one compared with other issuance methods. It has many advantages, such as high efficiency, low cost, safety, rapidity, etc., which avoids the outflow of funds and completely eliminates the first-and-a-half market. It has been widely used since 1996.
(8) Investment of funds and legal persons. On August 1998 and 1 1 day, the China Securities Regulatory Commission stipulated that all new shares with more than 50 million shares in public circulation (including 50 million shares) can be put into the fund; If the public circulation is less than 50 million shares, it will not be put into the fund. 1On July 28th, 1999, the China Securities Regulatory Commission also stipulated that companies with a total share capital of less than 400 million yuan will still issue shares by online pricing, full advance payment or linking with savings deposits. Companies with a total share capital of more than 400 million yuan can issue shares by combining online issuance to ordinary investors and placing shares with legal persons.
In April 2000, the limit of 400 million yuan was lifted, and all the shares issued by the company could be placed with legal persons.
(9) placing shares with investors in the secondary market. On February 13, 2000, China Securities Regulatory Commission issued the Notice on Issues Concerning the Placement of New Shares to Investors in the Secondary Market, trying out the way of placing new shares to investors in the secondary market in the issuance of new shares. This method means that when issuing new shares, a certain proportion of new shares will be changed from online public offering to placing to investors in the secondary market, and investors will voluntarily subscribe for new shares according to the market value of listed circulating securities they hold and the converted subscription limit.
(10) online issuance fund subscription. On May 20th, 2006, Shenzhen Stock Exchange and Shanghai Stock Exchange respectively promulgated the "Implementation Measures for Online Stock Issuance Fund Subscription", and joint-stock companies publicly issued shares through the trading system of stock exchanges. In March, 2008, the electronic offline issuance was first tried in the initial public offering, which marked the beginning of the electronic offline issuance of China securities.
Among the above methods, limited subscription card issuance, unlimited subscription application form lottery, full advance payment and deposit-linked methods belong to offline issuance, and these methods all have the shortcomings of many issuance links, high subscription cost, heavy social workload and low efficiency. With the development of electronic trading technology, this method is gradually eliminated. Online bidding and online pricing belong to online distribution, which is simpler and faster for investors.
3. The evolution of stock issuance pricing.
In the early 1990s, the company had no pricing power at all, which was basically decided by the CSRC and adopted a relatively fixed price-earnings ratio.
During the period after 1994, competitive issuance was carried out (it was only a pilot, but it was not implemented afterwards), but most of them adopted the fixed price method, that is, before the issuance, the lead underwriter and issuer determined the issue price of new shares according to the price-earnings ratio method within the scope stipulated by the state.
On June 5438+1 October1day, 2005, the inquiry system for initial public offering was tried out, which marked the initial establishment of the market-oriented pricing mechanism for initial public offering in China.
On September 1 1 day, 2006, the CSRC deliberated and adopted the Measures for the Administration of Securities Issuance and Underwriting, which refined the relevant operating regulations on inquiry, pricing and securities trading.
4. The development history of bond management system.
(1) national debt. The national debt management system is mainly based on the secondary market. 1992 March 18 the State Council promulgated the People's Republic of China (PRC) treasury bill regulations.
② Financial debt. 1994 After the establishment of China Policy Bank, the issuer changed from a commercial bank to a policy bank, and the first issuer was China Development Bank. Policy financial bonds are bonds issued to financial institutions with the approval of the People's Bank of China.
On April 27th, 2005, the People's Bank of China issued the Measures for the Administration of Financial Bond Issuance in the National Inter-bank Bond Market, and the issuers increased financial institutions such as commercial banks and enterprise group finance companies. Corporate bonds. 1998 "securities law" stipulates that the issuance of corporate bonds still adopts the examination and approval system, but the listing transaction adopts the approval system.
The revised Company Law, implemented in 2006, stipulates that the application for issuing corporate bonds shall be approved by the department authorized by the State Council and meet the issuance conditions stipulated in the Securities Law, implemented in 2006.
③ Securities company bonds. Refers to the securities issued by a securities company according to law and agreed to repay the principal and interest within a certain period of time. Excluding convertible bonds and subordinated bonds issued by securities companies.
(4) enterprise short-term financing bonds. It refers to the securities issued and traded in the inter-bank bond market by enterprises in accordance with the conditions and procedures stipulated in the Measures for the Administration of Short-term Financing Bonds, and agreed to repay the principal and interest within a certain period of time, with the longest period not exceeding 365 days.
New content: On April 12, 2008, the People's Bank of China promulgated the Measures for the Administration of Debt Financing Instruments for Non-financial Enterprises in the Inter-bank Bond Market, which is applicable to short-term financing bonds, and the implementation of the Measures for the Administration of Short-term Financing Bonds was terminated.
The registration institution of short-term financing bonds has also been changed from the People's Bank of China to the China Association of Interbank Market Dealers.
⑤ New content: interim notes. Debt financing instruments issued by non-financial enterprises with legal personality in the inter-bank bond market by stages as planned and agreed to repay the principal and interest within a certain period of time.