Securities issuance registration system

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Securities issuance Of Registration system Also called "declaration system" or "formal review system", it refers to government yes publisher Issue securities without materiality in advance examination , only for application documents Formal review , publisher on declare If the application documents are not denied by the government within a certain period of time after the application documents, securities can be issued. It is different from Approval system 。

Chinese name: Securities issuance Registration system
Foreign name: securities issuance registration system

Alias: "Declaration system" or "formal review system"
Relevant regulations: 1933《 Securities Law 》
Stage: Three stages

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stay Securities issuance Of Registration system The securities authority does not impose substantive conditions on securities issuance (different from Approval system ）。 All securities to be issued publisher All information and materials related to the issued securities that should be disclosed according to law must be reasonably made into legal documents and made public. They should be responsible for the authenticity, comprehensiveness and accuracy of the published materials, and the published contents should not contain false statement , major omissions or misleading information.

The competent securities authority does not make a value judgment on the securities issuance and the securities themselves, and its review of the public information only involves the form, not any substantive conditions of the issuance. As long as the issuer has fully disclosed the relevant information in accordance with the regulations, the competent authority may not refuse to issue the issuer on the grounds that the issuer's financial situation has not met certain standards.

Within a certain period of time, without any objection to the declaration, the registration of securities issuance will become effective after the expiration of the waiting period for the registration to become effective, publisher Securities can be issued.

Securities issuance The registration system is an important form of the securities issuance management system, and it is also a widely adopted way of securities issuance supervision in many countries. Countries such as Australia, Brazil, Canada, Germany, France, Italy, the Netherlands, the Philippines, Singapore, the United Kingdom and the United States all adopt the registration system in securities issuance. Among them, the United States Securities Law is a typical representative of adopting the issuance registration system. "When a company or a person or entity belonging to a company sells its securities, potential purchasers of these securities should obtain sufficient disclosure of relevant financial information and other important information about the company so that they can make an informed investment decision"; "A company goes public without Securities and Exchange Committee Or any other federal regulatory agency. Any company, no matter how big or small it is, no matter whether it is profitable or not, no matter whether it is important or not, can be listed as long as it fully discloses the information required by the Securities and Exchange Commission, and of course, there are also people who will buy its shares once such information is obtained. In short, it is the market, not the managers, that decides what kind of companies can be listed in the United States ".

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The U.S. Securities Act of 1933 provides that Securities issuance Audit procedures and administrative procedures. From the perspective of audit procedures, the registration of securities issuance can be divided into three stages:

Pre delivery stage of registration declaration

Service on registration declaration stock exchange Before the management committee, the issuer underwriter and Self dealer They shall not engage in any act of promoting securities. No organization Underwriting The Group shall not publish news related to this issue or make other market arrangements. But, publisher Conduct technical preliminary negotiations with the underwriters and between the underwriters, study the number of issues, prepare registration documents, negotiate the allocation of fees, and issue the highest or minimum price Such matters are not subject to this restriction. The significance of this legislation is to prevent investors from using securities issuance information to sell unissued securities in advance.

Waiting phase

The waiting stage refers to the stage when the registration declaration is delivered, and whether it is effective or not is yet to be determined. The registration declaration is not allowed to be completed within 20 days after delivery Securities issuance Transactions. Because at this time, many securities issuance information may also be disclosed to the outside world. The role of the waiting phase is to slow down the audit process, so that Securities dealers And potential investors contacting the issuer. During this period, they may engage in the following acts: making an oral offer; Make simple advertisements, including the issuer, types of securities, prices and where to obtain them Prospectus Etc; Prepare the preliminary prospectus, which is part of the registration application documents, including Issue price 、 Underwriting All contents of the prospectus other than remuneration.

Effective stage

At this stage, securities can be issued and contracts can be concluded, but the prospectus must be submitted in due time. Other supplementary publicity documents can also be used at this stage, but the prospectus must be delivered in advance or at the same time to prevent investors from being confused by exaggerated publicity.

From the United States Securities issuance According to the review of administrative procedures, the application procedure is divided into two stages:

Formal administrative procedure

The securities issuance registration report shall be submitted to the Securities and Exchange Commission for review, and the Securities and Exchange Commission shall specify the defects in the document and request correction or formal rejection, or prevent it from taking effect. According to Paragraph 2 of Article 8 of the Securities Law of 1933, if the registration statement has major defects, the Securities and Exchange Commission shall issue a "refusal order" before the registration takes effect, and the refusal will take effect until the registration statement is supplemented and corrected in accordance with this order. Paragraph 4 of the same article stipulates that if the registration content is materially untrue, omitted or misleading, the Securities and Exchange Commission may issue a "stop order" at any time to prevent it from taking effect. This administrative procedure is only applicable to major cases, and the registrant shall be given the opportunity to defend until the federal court with jurisdiction to appeal.

informal procedures

Accounting lawyer Or other experts. Audit methods include:

(1) No comment. If the registration declaration is not fully prepared or has other serious problems, it will not be reviewed again. The lawyer who informed the applicant did not comment and refused to take effect earlier. If it is allowed to take effect, the registrant is in danger of receiving a rejection order or being taken other judicial or administrative measures at any time.

(2) Preliminary review. After the preliminary examination of the registration application, the lawyer of the registration applicant will be notified and no oral or written comments will be given. If the company applying for issuance is registered for the first time, the person in charge of administration, auditor and Underwriting The manager puts forward a written statement to express his understanding of the nature of the preliminary review and the responsibilities of the securities legal person.

(3) Detailed review. The Finance Department of the Securities Regulatory Commission will notify them of the problems found in the audit in the form of "Notice of Correction" to correct the legal documents. The waiting period of 20 days shall be recalculated after the delivery of the supplementary letter. If the examination cannot be completed in time or the registrant cannot submit a correction letter within 20 days, the registration applicant may omit the unimportant content and submit a "extension correction letter" within 20 days. If the registration certificate has met the requirements, it will be announced to take effect on the same day or the next day at the time of the last correction, without waiting for 20 days.

Exemption from registration

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sale

For those not involved Securities issuer 、 securities underwriter perhaps Securities dealers Of Sale of securities ； Special transfers of certain securities, such as Securities firms The sale of securities between the securities underwriter and the Broker Sales between; Securities held by the issuer in exchange Securities issuance; The securities issuer does not issue securities publicly, and adopts private placement Can be exempted from registration.

Paragraph 3 of Article 2 of the Securities Act of 1933 of the United States stipulates that an offering includes any contract to sell or dispose of securities or interests in securities and obtain consideration. Contractual acts of selling or disposing of securities or securities interests must be targeted at securities or securities interests. Therefore, such as securities gifts and new shares dividend , or with Cash dividends or Stock dividends For shareholder Choice does not constitute "offering".

Exempt Securities

Pursuant to Section 3 (1) of the Securities Act of 1933, the following securities are exempt from registration:

(1) Within 60 days after the Securities Law is amended or revised publisher Any securities offered or disposed of, or formally offered for sale to the public.

(2) Securities issued or guaranteed by a government or bank.

(3) Short term Commercial paper 。

(4) Securities issued by a nonprofit religious, educational, or charitable organization.

(5) Securities issued by statutory bodies.

(6) Securities issued by carriers subject to the supervision of the Interstate Commerce Commission.

(7) Securities issued by the bankruptcy administrator with the permission of the court.

(8) Guarantee, donation and annuity Covenants.

（9） publisher And voluntary securities exchange between securities holders.

(10) When the company is reorganized, it is permitted by the Company Law or the administrative authority Securities issuance 。

(11) Securities issued or sold to residents of a state or quasi state.

The securities issued in items (2) to (8) above are permanently exempted due to the special nature of the issuer. Other circumstances are exempt transactions, which are only exempted for this issuance transaction.

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exempted transactions

Except above Exempt Securities The last three items in are exempt transactions, which also include:

(1) Small amount transaction exemption. According to Section 2, Article 3 of the Securities Act of 1933, the Securities and Exchange Commission can exempt Securities issuance 。 Rule A of the Securities and Exchange Commission stipulates the conditions for the exemption of small transactions.

（2） private placement Waiver. There are two factors that constitute private placement: one is the number of people recruited or persuaded. According to the view of the Securities and Exchange Commission of the United States, the recruitment of less than 25 people constitutes a private placement, and registration can be exempted. The second is the specificity of the recruited person or the persuaded person. If the recruited person or the persuaded person has a close relationship with the issuing company, or even has access to the issuing company and its securities information, and can protect themselves, it constitutes a private placement. But if you directly understand the company's content shareholder , Employees creditor If there is no special evidence for the recruitment or sale of securities, the above persons can constitute the "public" and should still be registered.

difference Exempt Securities It is important to deal with exemptions. Exempted securities need not be registered according to law when they are offered or issued for the second time, which is a permanent exemption. For exempted transactions, only this offering and sale is exempted, and its second offering is still registered according to law.

In short, under the registration system Securities issuance There are three types of exemption from registration:

(1) Based on publisher Exemption from securities issued in a statutory special capacity. If the issuer is the government, and the securities issued are guaranteed by the issuer or a third party, it may be exempted.

(2) The purpose of exempting or simplifying the review procedures for small amount issuance is to exempt the issuer from the costs, time and other burdens caused by the review procedures.

(3) Countries with registration system, such as the United States and Japan private placement Waiver. But for those who know the information of the issuing company shareholder , Employees creditor Of Securities issuance , you still need to register.

primary coverage

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1. Just Securities issuance As far as the registration subject is concerned, the securities law does not stipulate the finance and quality of securities issuers. Companies that can issue securities can be either companies with good performance or companies with poor performance.

The applicant must provide all information related to the issuer and the issue. And bear legal responsibility for the authenticity, accuracy and timeliness of the information.

2、 Securities regulator Have the right to examine the application for securities issuance information disclosure The performance of obligations to ensure the implementation of the information disclosure system. Managers have no right to make value judgments on the securities issuance and the securities themselves, nor to determine the quality conditions of the securities issued.

3. For Securities investors As long as the elements of public offering are available, investors can make investment decisions based on public information. Whether investors can get the return on investment depends entirely on the actual business conditions of the invested company, and investors are responsible for their own investment risks.

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Securities issuer Undertaking and performance information disclosure Obligations play an extremely important role in the securities issuance registration system.

1. When offering shares, the securities issuer must prepare and publish Prospectus , to make public publisher Business, property, financial status, purpose of financing, directors of the issuer and senior management of the company and major shareholder Information, major legal proceedings, etc., to help securities issuers economically obtain various information related to securities issuance, and also to help investors conveniently read securities issuance information.

2. The Issuer shall guarantee the authenticity, accuracy and completeness of the contents disclosed in the Prospectus. The issuer needs to rely on various agency To realize the authenticity, accuracy and integrity of information disclosure; Securities issuance Documents are usually prepared with the assistance of lawyers or accountants, and the authenticity and accuracy of the information disclosed are guaranteed to the greatest extent through professional and prudent investigation by professionals.

3. In order to ensure the implementation of the principle of openness Securities regulator Under the condition of substantive monitoring, an important means is to require securities issuers and intermediaries to bear a high degree of legal responsibility to supervise the accuracy and comprehensiveness of information disclosure.

Theoretical mechanism

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1. The applicant must provide the issuer itself and Securities issuance All relevant information, and bear legal responsibility for the authenticity, comprehensiveness, accuracy and timeliness of the information.

2. It is assumed that all investors have the ability to make correct investment judgments based on public information. If the investors are deceived voluntarily, the law will not intervene or correct them, because they are willing to lose their rights as investors.

3. Securities issuance is only subject to the information disclosure system. Other factors, such as the financial resources and quality of the issuer, the quantity and quality of the issued securities, and the impact on the market, are not considered as the elements of the securities issuance review.

4. The responsibility of the securities regulatory agency is to review the comprehensiveness, authenticity, accuracy and timeliness of information materials to ensure the implementation of the information disclosure system. Managers have no right to make value judgments on securities issuance and securities themselves.

5、 publisher The issuance registration is effective if it is not rejected by the securities regulatory authority within the statutory time after the declaration. Securities issuance No government authorization is required.

6. During the issuance process, if the securities regulatory authority finds that the issuer's public information is false, misleading, untrue and fraudulent, it can issue a "stop order" to prevent the issuance of securities and require the issuer to bear legal liability.

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As a legal system, the registration system values Reflects market economy The freedom of the government, the autonomy of the main activities, and the standardization and efficiency of the government's economic management. Under this system, any individual's behavior is free. As long as the issuer complies with the principle of legal openness, even worthless securities can enter the market. The profits or losses under the free choice are borne by the investors themselves. Under this system, the securities regulatory authority only conducts formal examination on the application documents, does not involve the applicant for issuance and the substantive conditions for issuance of securities, and does not make any value judgment on the securities and their issuance behavior, thus reducing the workload of examination. After the application documents are submitted, the application can take effect after the legal period, thus eliminating the tedious authorization procedures. However, it must be noted that:

1. Securities registration cannot be an umbrella for investors to avoid losses. The securities regulatory authority has no right to confirm that the application for registration of securities lacks substantial elements, otherwise it will constitute an illegal act. The only standard for securities registration is full disclosure of information. as for Issue price , issuer or underwriter Interests and other substantive elements cannot constitute Securities issuance Preconditions to legality.

2. The purpose of securities issuance registration is to provide investors with formal information on the basis of which to judge the substantive requirements of securities, so as to make investment decisions. If the disclosure method is appropriate, the securities regulatory authority shall not refuse to register on the grounds of the price of the securities issued, or other unfair conditions, or the company's success prospects proposed by the issuer are unreasonable. For investors, as long as the elements of public offering are available, the investment risk is at their own risk.

3. The registration procedure does not guarantee that the registration declaration and Prospectus The accuracy of the facts stated in. Therefore, the registration system is not impeccable. The system is based on the principle of information disclosure, which assumes that investors can Securities issuance We can make investment decisions on our own and protect ourselves. The securities regulatory agency has no right to stop its trading. But in fact, it is difficult for most investors to have sufficient knowledge and experience in securities investment. Moreover, there are many investors who simply cannot or will not get the information, plus publisher Deliberately overstating the value of securities or avoiding potential adverse factors can damage investors. Therefore, from the perspective of investment security, the principle of openness cannot completely protect the interests of investors.

Correlation comparison

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Securities issuance approval system , means Securities issuer In compliance with information disclosure At the same time, Securities issuance Must meet the conditions for securities issuance stipulated by the Securities Law and accept the government Securities regulator Supervision of; The government has the right to review and make decisions on the qualifications of securities issuers and the securities they issue.

Securities issuance registration system and Approval system There are many commonalities, such as emphasizing the position and role of information disclosure in securities issuance, but as different securities issuance review systems, there are significant differences in the following aspects.

legal status

use Approval system Countries tend to Securities issuer Qualifications and conditions, including the issuer's business status, profitability, payment status and equity The total amount shall be clearly specified. Securities regulator The matters reviewed are mainly information disclosure Consistency and adaptability between disclosed matters and conditions and legal conditions. Accordingly, the approval or review power of the securities regulatory authority certainly includes the right to Securities issuance Review of legality of conditions. However, in countries adopting the registration system, the securities law often does not directly specify the conditions for securities issuance. The conditions for the establishment of a company are quite consistent with the conditions for securities issuance, and there are no conditions for issuance that are higher or stricter than the conditions for the establishment of a company.

Implementation mode

Whether the registration system or Approval system , all attach importance to information disclosure stay Securities issuance However, compared with the registration system and the approval system, there are differences in the way of information disclosure. According to the issuance registration system, information disclosure is jointly promoted by market behavior and government behavior. With the help of intermediaries, the information disclosure of securities issuance is standardized and normalized. The role of the government in information disclosure is very special. "Our only task is to insist that every kind of newly issued securities in the interstate must be fully disclosed, and no important information related to the issuance is allowed to be omitted before publication.", "This creed endows issuers with the obligation to provide true information, making them the power to issue securities in good faith and build public confidence in the market". The government review is not to evaluate the quality of the issued securities. The permits and registrations issued by the government do not represent the quality of the issued securities, let alone the qualification certificates of the issued securities.

stay Approval system Information disclosure is also a basic legal requirement, Securities issuer Must perform the obligation of information disclosure, and shall fully and effectively disclose all major information related to securities issuance in advance; However, in order to make the disclosed information meet the requirements of its issuing conditions and make the issued securities more adaptable to specific markets, Securities regulator Have the right to review the quality of the securities to be issued and decide whether to allow them to be issued. In this sense, the issuance approval system provides a stricter review system than the registration system.

Investment quality

whatever Securities issuance The design of the approval system is based on the assumption of the quality of the investor group. Under the issuance registration system, Securities investors Assumed to be well-informed businessmen. The so-called businessmen should be people who can judge the commercial interests of investment and seek advantages and avoid disadvantages. Under the condition of sufficient and accurate information, they can make correct rather than wrong investment judgments. When describing the U.S. securities law, Pierce said that the Securities and Exchange Commission would not evaluate a company or its securities for public issuance. On the contrary, the 1933 Act requires acceptance of raise capital by floating stocks Of people provide a copy Prospectus 。 In theory, such a prospectus should include the information necessary for a well-informed person to make an investment decision. In this way, the responsibility for making investment decisions falls on investors; The responsibility for ensuring that investors receive relevant information lies with the Securities and Exchange Commission.

issue Approval system The same is based on the theoretical assumption of investor quality. It assumes that there are a wide range of non professional investors. In the new securities market, the main investors are non professional investors. They lack investment experience in the securities market, and their grasp and handling of securities information is irrational. If they are allowed to evaluate the value of securities by themselves, it will be difficult to effectively protect their own interests even on the basis of full, accurate and complete disclosure of information. To protect Securities investors The legitimate interests of, Securities regulator Must intervene in an appropriate manner Securities issuance Review to reduce the presence of poor quality securities.

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