The four departments to support the overseas listing of enterprises jointly revise the rules for overseas issuance, listing and verification of enterprises

On April 2, the China Securities Regulatory Commission, together with the Ministry of Finance, the State Secrecy Administration and the State Archives Administration, publicly solicited opinions on the revision of the "Regulations on Strengthening the Confidentiality and Archives Management Work Related to the Issuance and Listing of Securities Overseas" (referred to as the "Regulations")

Continue to support all kinds of eligible enterprises to go public overseas

On March 11 and March 30, the U.

On March 31, the head of the International Department of the China Securities Regulatory Commission said when answering questions from reporters on related issues

When the draft for comments was released on April 2, the China Securities Regulatory Commission stated that the state will continue to support all kinds of eligible companies to list overseas, and continuously deepen cross-border regulatory cooperation.

The person in charge of the relevant department of the CSRC also stated that this revision will provide clearer guidelines for the relevant confidentiality and file management work involved in overseas listing, and facilitate relevant market entities to efficiently carry out overseas issuance and listing activities in accordance with laws and regulations; it will guide enterprises to properly manage It will also help relevant regulatory authorities and overseas regulatory agencies to safely and efficiently carry out cross-border regulatory cooperation activities including joint inspections, and jointly safeguard the rights and interests of global investors

Revised five aspects

There are 12 articles in the original "Regulations".

(1) Maintain the connection with the upper-level law

(2) Expand the scope of application to overseas indirect listed companies

(3) Increase procedural requirements and clarify corporate confidentiality responsibilities

(4) Clarify the requirements for accounting file management

(5) Amend the regulations on overseas inspections

Compliance costs for businesses

When talking about whether the "Regulations" will increase the compliance cost of enterprises, the person in charge of the relevant departments of the CSRC said that the management of confidential and sensitive information in accordance with laws and regulations, and the implementation of the main responsibility for information security are important content of corporate compliance operations

Provisions on Strengthening the Confidentiality and Archives Management Work Related to the Overseas Issuance and Listing of Securities by Domestic Enterprises

(Draft for comments)

1.

2.

The “domestic enterprises” mentioned in the preceding paragraph include domestic joint stock limited companies that are directly issued and listed overseas and domestic operating entities that are indirectly issued and listed overseas; the “securities companies and securities service institutions” referred to in the preceding paragraph include domestic and overseas securities companies, securities service institutions and their domestic members.

3.

4.
The domestic enterprise provides and publicly discloses to relevant securities companies, securities service institutions, overseas regulatory agencies and other units and individuals, or provides or publicly discloses other disclosures through its overseas listed entities, which will adversely affect national security or public interests.
Documents and materials shall be strictly followed in accordance with relevant state regulations
.

5.
When domestic enterprises provide documents and materials to relevant securities companies and securities service institutions, they shall handle relevant documents and materials in accordance with relevant state confidentiality regulations, and provide written explanations on the implementation of Articles 3 and 4 of these regulations
.
Securities companies and securities service institutions shall properly keep the above written explanations for future reference
.

If an overseas accounting firm is engaged in the audit business related to the overseas issuance and listing of securities by domestic enterprises, it shall perform the corresponding procedures in accordance with the relevant state regulations
.
Domestic enterprises shall not provide accounting files to overseas accounting firms that have not performed the corresponding procedures
.

6.
If a domestic enterprise, after performing the corresponding procedures, provides relevant securities companies, securities service agencies, etc.
with documents or materials that involve state secrets, work secrets of government agencies, or other disclosures that will adversely affect national security or public interests, both parties shall In accordance with the Law of the People's Republic of China on Guarding State Secrets and other laws and regulations and these Provisions, sign a confidentiality agreement to clarify the confidentiality obligations and responsibilities of securities companies and securities service institutions
.

Securities companies and securities service institutions shall abide by China's requirements for confidentiality and file management, and properly keep the above-mentioned documents and materials obtained
.

7.
If domestic enterprises, relevant securities companies and securities service institutions discover that state secrets have been leaked or may be leaked, they shall immediately take remedial measures and report to relevant organs and units in a timely manner
.
After receiving the report, the organ or unit shall deal with it immediately and report it to the secrecy administrative department in a timely manner
.

8.
Domestic enterprises that provide relevant securities companies, securities service agencies, overseas regulatory agencies and other units and individuals with accounting files or copies of accounting files that are of great preservation value to the state and society shall perform corresponding procedures in accordance with relevant state regulations
.

9.
The working papers and other files formed in China by securities companies and securities service institutions that provide relevant securities services for the overseas issuance and listing of securities by domestic enterprises shall be stored in China
.
Without the approval of the relevant competent authorities, it shall not be transferred to overseas institutions or individuals by any means such as carrying or shipping, or to overseas institutions or individuals by any means such as information technology
.
Where files or copies of files that are of great preservation value to the state and society need to be exported, the approval procedures shall be handled in accordance with relevant state regulations
.

10.
The CSRC, the Ministry of Finance, the State Secrecy Administration and the State Archives Administration and other relevant competent authorities shall establish a collaboration mechanism to regulate, within the scope of their respective functions and powers, relevant matters involving secrecy and file management in the overseas issuance and listing of securities by domestic enterprises.
and supervision and inspection
.

11.
Overseas securities regulatory agencies and relevant competent authorities propose to conduct investigation and evidence collection on domestic enterprises, and securities companies and securities service institutions that provide securities services for the overseas issuance and listing of securities by domestic enterprises, or The inspection shall be carried out through the cross-border supervision cooperation mechanism, and the CSRC or the relevant competent authorities shall provide necessary assistance in accordance with the bilateral and multilateral cooperation mechanism
.
Relevant domestic enterprises, securities companies and securities service institutions shall report to the CSRC or relevant competent authorities in advance before cooperating with overseas securities regulatory authorities or relevant overseas competent authorities in investigation, inspection or providing documents and materials
.

12.
During the overseas issuance and listing activities of domestic enterprises, if any unit or individual violates the Law of the People's Republic of China on Guarding State Secrets and the Archives Law of the People's Republic of China and other laws and regulations, relevant departments shall investigate legal responsibilities according to law; If it is found, it shall be transferred to judicial organs for investigation of criminal responsibility according to law
.

13.
These regulations shall come into force on the date of promulgation
.
The "Regulations on Strengthening the Confidentiality and Archives Management Work Related to Issuance and Listing of Securities Overseas" (Announcement of the China Securities Regulatory Commission [2009] No.
29) shall be repealed at the same time
.