该文章首次发表在钱伯斯（Chambers and Partners）2023大中华区法律指南中。环球律师事务所受邀独家撰写中国资本市场：境内发行（Capital Markets: Domestic Issuances）领域的专业文章。
Capital Markets: Summary of Developments in Domestic Initial Public Offerings and Major Regulatory Regimes for Listed Companies in 2022
In recent years, the Communist Party of China and the State Council have attached great importance to the construction of the primary system and the promotion of the rule of law in the capital market, improving the mechanisms of initial public offering (IPO) and listed companies regulation. During 2022, the China Securities Regulatory Commission (CSRC) and other regulatory authorities continue to develop and improve these systems, relevant laws and institutions. For the purpose of this article, policies, institutions and laws of the Hong Kong Special Administrative Region of China, the Macau Special Administrative Region of China, and Taiwan, China are omitted.
The establishment of systems for the Beijing Stock Exchange (BSE) and transfer between boards
In January 2022, with the establishment of the BSE, CSRC revised Guiding Opinions of the CSRC on Shifting Companies Listed on the National Equities Exchange and Quotations (NEEQ) to Be Listed on Other Boards and issued Guiding Opinions of the CSRC on the Transfer between Boards for Companies Listed on the BSE clarified the comprehensive arrangements of the transfer of companies listed on the NEEQ for listing on other stock exchanges.
Besides, to deepen the NEEQ reform and ensure the establishment of BSE, the Supreme People’s Court (SPC) released Opinions on Providing Judicial Protection for the Deepening of the NEEQ Reform and the Establishment of the BSE in June 2022, giving full play to the function of the SPC in adjudication.
The Shanghai Stock Exchange (SSE) improved the Fifth Set of Listing Standards on the Sci-Tech Innovation Board (STAR) Market for medical device companies
On June 10 2022, the SSE published and implemented Guidelines of SSE for the Application of the Rules for Issuance and Listing Review on the STAR Market No. 7 – Medical Device Companies under the Fifth Set of Listing Standards (hereinafter referred to as “the No. 7 Guidelines”), which clarified the applicable conditions of the Fifth Set of Listing Standards for medical device companies with “key and core technology” in the research and development stage not yet generating a certain level of income, and supports them for going public.
Based on the developments of sci-tech innovation and the industry regulatory requirements in the field of medical devices, the No. 7 Guidelines detailed rules for medical device companies applying under the Fifth Set of Listing Standards for the STAR Market in terms of the scope of the products with core technology, phased results, market space, technological advantages, business sustainability, and information disclosure.
With the SSE refining the Fifth Set of Listing Standards for medical device companies, “Shanghai MicroPort EP Medtech Co., Ltd.” （688351.SH）, as the first medical device company, was approved by the Listing Committee Meeting and went public on August 31, 2022, applying under the Fifth Set of Listing Standards.
Regulatory authorities improve the delisting mechanism
In April 2022, CSRC issued Guiding Opinions on Improving the Regulatory Efforts after the Delisting of Listed Companies, relevant Exchanges and institutions jointly issued Implementing Measures for the Listing and Transfer of Delisted Companies Entering the Delisted Board, adapting to the requirements of the registration scheme reform and the normalized delisting and enhancing the post-delisting supervision of listed companies. Based on the implementation of the Securities Law of the People’s Republic of China (PRC), the regulations mentioned above rely on the existing agency share transfer system, using it as the delisting board, which ensures that the delisting procedures operate smoothly.
Consolidate the judicial protection mechanism to guarantee investors’ rights and interests
SPC and other relevant authorities specified and amended the provisions on civil liability and filing standards for criminal cases related to the securities market, extensively using administrative, civil and criminal approaches to safeguard investors’ rights and interests.
In January 2022, SPC issued Several Provisions on the Trial of Civil Compensation Cases for the False Statement in Securities Market. In April 2022, the Supreme People's Procuratorate and the Ministry of Public Security released revised Provisions (II) on the Standards for the Filing and Prosecution of Criminal Cases under the Jurisdiction of Public Security Authorities, which supplemented the criteria for filing and pursuing economic crimes, including securities crimes. In addition, in order to ensure that aggrieved investors can have compensation in preference to administrative penalties if the defendant’s assets are insufficient to satisfy civil liability and administrative fines, CSRC and the Ministry of Finance published Provisions on Relevant Matters Concerning Firstly Using the Properties of Those with Securities-related Violations to Assume Civil Compensation Liability in July 2022.
By facilitating the remedy channels for investors and consolidating the legal basis for securities crimes punishments, the release and implementation of the above provisions provide a solid judicial guarantee for investors’ rights and interests.
Regulatory authorities advocated and published policies on strengthening investor relations management
During 2022, the regulatory bodies successively announced policies on strengthening investor relations management: (1) CSRC convened a conference on investor protection, requiring further improvement of the institutional and regulatory mechanism for investor protection in February 2022; (2) CSRC and other related bodies issued Notice on Further Support for the Healthy Development of Listed Companies and Guidelines for Investor Relations Management by Listed Companies in April 2022, which required the improvement of mechanisms that would be advantageous to the long-term institutional investors for their participation in the capital market and strengthened the constraints on listed companies in terms of investor relations management. In May, relevant Exchanges and institutions jointly released Initiative to Strengthen Investor Relations Management to Promote High-quality Development of Listed Companies, advocating listed companies to improve their investor relations management mechanisms, strengthen communication and interaction with investors, uphold the principles of compliance, equality, initiative, honesty and trustworthiness, insist on cooperation with regulators, and make contributions to the construction of a more standardized, transparent, open, dynamic and resilient capital market.
Regulatory authorities improved mechanism about the probity practices of intermediaries and clear their “gatekeeper” responsibilities
In May 2022, CSRC, the Ministry of Justice and the Ministry of Finance jointly released Opinions on Tightening Supervision of the Probity Practices of Intermediaries under the Registration Scheme, which aims to improve the relevant systems and mechanisms comprehensively, clearly regulate the requirements and responsibilities of intermediaries and focus on addressing the outstanding risk points of integrity practice under the registration system, promoting intermediaries to be diligent and self-disciplined. On the other hand, Code for Due Diligence of Sponsors and Guidelines on the Manuscripts concerning Activities of Sponsors in Securities Offerings and Listings promulgated by the CSRC in May further emphasized the responsibility of intermediaries as “gatekeepers”.