Gem Merger And Reorganization Audit Standards Come Out, Clear Fast Audit Channel Standards, Further Improve Audit Efficiency

On the evening of June 22, the rules for the examination and approval of material assets reorganization of companies listed on the gem of Shenzhen Stock Exchange was officially implemented. At the same time, the No.2 business guidance for the examination of listing on the gem - the auditing standards for material assets reorganization of listed companies (hereinafter referred to as the "standards for the review of reorganization") was also published.

According to the public information, the "standards for restructuring and auditing" has further clarified the major assets reorganization audit of gem from four aspects, including the industry positioning requirements of the target assets, the classification review mechanism, the requirements of reorganization application documents, and the treatment measures after the rejection of the reorganization application.

If the reorganization application fails, it shall be announced on the next trading day

As an important way and means to optimize the allocation of resources, realize the function of value discovery and serve the high-quality development of the real economy, M & A is welcomed by many listed companies.

Especially after the loosening of M & A and the implementation of gem registration system, the convenience of M & A of relevant listed companies has been greatly improved. As of June 22, the number of listed companies applying for major asset restructuring under the gem registration system has exceeded 22, and 9 of them have been approved by the Shenzhen Stock Exchange, of which 8 have successfully completed the registration.

In terms of the whole market, according to incomplete statistics, in 2020, the scale of merger and reorganization of A-share listed companies will be 1.66 trillion yuan. Many companies will enhance their main business, accelerate transformation and upgrading, and consolidate the moat by means of M & A. M & a market is more inclusive and market restraint mechanism plays a more active role.

With the coming out of the "standards for the review of reorganization", many market participants predict that the merger and reorganization review of gem under the registration system will further facilitate the use of M & A tools by enterprises.

In terms of the orientation of the underlying assets, the standard for restructuring audit specifies that the independent financial consultant should check and check the industry in which the underlying asset belongs. If the industry of the underlying asset does not belong to the same industry or upstream and downstream of the listed company, it shall conduct a detailed demonstration and Analysis on whether the target asset conforms to the gem positioning according to relevant provisions, At the same time, it is clear that the requirements of gem restructuring and listing are consistent with the requirements of IPO, and the independent financial consultant shall issue special verification opinions on the above issues.

The handling measures after the reorganization application is not approved by the gem merger and reorganization committee, or the exchange makes a decision to terminate the examination, or the CSRC makes a decision not to register《 According to the standards for the review of reorganization, the listed company shall make an announcement on the next trading day after knowing the above matters, and decide whether to modify or terminate the reorganization plan and make an announcement within 10 days after receiving the decision of the exchange to terminate the examination or the decision of the CSRC not to register.

"Rapid audit" has higher requirements for listed companies

The 21st century economic report reporter also noted that in addition to the traditional "small amount quick audit mechanism", the gem also takes into account the quality of daily information disclosure, standardized operation and integrity of listed companies, the professional ability and quality of independent financial consultants and securities service institutions, as well as the national industrial policies and restructuring transaction types, In addition, the standard of "fast audit channel" has been clarified. For the reorganization application meeting the standard, the review institution of the exchange will reduce the number of inquiry rounds and questions.

"In the previous" gem major asset restructuring review rules "(Draft), it was mentioned that the number of inquiry rounds should be reduced and the audit content should be optimized according to the relevant content. This time, the" restructuring audit standard "has specified the specific conditions that can be met in this channel, and further improve the audit efficiency, which is a good thing for the restructuring market." South China, a medium-sized securities firm investment banking department, said in an interview.

Specifically, the listed companies that can be listed in the rapid audit channel must be class A in the last two years, and have not been subject to administrative penalties, administrative regulatory measures or disciplinary sanctions of the stock exchange in the past three years; It has not been registered and inspected by the CSRC and has not been closed yet; The stock is not subject to risk warning (including * ST and st); No bankruptcy reorganization procedure.

At the same time, the professional ability and quality evaluation of the project independent financial consultant should also obtain the class a evaluation given by China Securities Association; Other intermediary institutions and handling personnel who have been subject to administrative penalties, administrative supervision measures or disciplinary sanctions of the stock exchange of the people's Republic of China and less than 12 months after the implementation, shall not be included in the category of rapid audit. Whether it is in line with the industrial policy and transaction type shall be commented by the independent financial consultant and reviewed by the exchange. The listed company shall submit an independent financial consultant's verification opinion that the transaction conforms to relevant industrial policies and transaction types.

"In essence, it is to promote the merger and reorganization of the gem, reduce the management radius of the regulatory layer, and better focus the regulatory power on more important areas. At present, the pressure of capital market supervision is increasing day by day. It is necessary to establish a market-oriented regulatory mechanism with both positive incentive and reverse restriction as soon as possible, so as to manage the capital market with market forces." Pan Helin, executive director of the Digital Economy Research Institute of Central South University of Finance and law, was interviewed.

However, pan and Lin also said that the fast track will not bring greater pressure on the market, "there are many conditions for merger and reorganization to reduce inquiries, such as letter quality and practice quality, including industrial policies, etc., and there are not many qualified listed companies."