Capital markets regulation in China: The establishment of Beijing Stock Exchange

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    China

    Hong Kong

    CHINA

    President Xi Jinping announced the establishment of the Beijing Stock Exchange (BSE) on 2 September at the Global Trade in Services Summit of the China International Fair for Trade in Services. On 15 November, the BSE officially opened, and 81 enterprises were initially listed and publicly traded.

    Zheng Chao
    Partner at Merits & Tree in Beijing
    Tel: +86 186 0056 5185
    Email: chao.zheng@meritsandtree.com

    The official website of the China Securities Regulatory Commission (CSRC) stated that the official opening of the BSE was another landmark in the reform and development of China’s capital markets. The author believes that the establishment of the BSE is an important step in the construction and development of China’s multi-level capital markets, and makes up for the key link in the transition from China’s over-the-counter (OTC) market to the open market.

    The BSE will interconnect with the Shanghai Stock Exchange (SSE) and Shenzhen Stock Exchange (SZSE), the National Equities Exchange and Quotations (NEEQ), and the regional equity market in the process of diversification, laying a solid foundation for the establishment and improvement of the transfer of the listing system against the background of registration reform, and bringing great potential to the development of regional equity trading markets.

    Regional equity markets

    The establishment of the NEEQ for small and medium-sized enterprises in January 2013 marked a key step in constructing China’s multi-level capital markets. In December 2013, the Third Plenary Session of the 18th Central Committee of the Chinese Communist Party proposed to improve the multi-level capital markets system in its decision on several major issues concerning comprehensive reform.

    By the end of 2016, there were 40 regional equity markets in the country. These have played an active role in supporting diversified financing of micro, small and medium-sized enterprises, promoting the standardised operation of such enterprises and enhancing the inclusiveness of financial services. Regional equity markets have become the foundation of the multi-level capital markets system. However, these regional equity markets have their problems such as unclear legal status, unimplemented regulatory responsibilities, and unsound management systems, leading to financial risks.

    In this context, the General Office of the State Council and the CSRC subsequently issued the Notice on Regulating the Development of Regional Equity Markets and the Provisional Measures for the Supervision and Administration of Regional Equity Markets in 2017, which reaffirms the overall principles for standardising the development of regional equity markets, clarifies their basic positions and makes regulatory adjustments. The above-mentioned documents also put forward basic measures to strengthen the management of regional equity market operators and, at the same time, put forward requirements for the construction of the accredited investor system and information systems in regional equity markets.

    The promulgation of the above-mentioned notice and the Trial Measures for the Supervision and Administration of Regional Equity Markets (Securities Supervision Commission Order No.132) have played a positive role in standardising its development. Provincial units across the country have checked the regional equity markets within their jurisdiction under the requirements of the above two documents.

    In July 2019, the CSRC announced an aggregate of 34 regional equity market operators in three groups that had been filed following the requirements of the above-mentioned two documents. The newly revised Securities Law, which came into force on 1 March 2020, establishes the legal status of the regional equity market in the form of basic legislation as “providing places and facilities for the offering and transfer of non-publicly offered securities”.

    Capital markets outlook

    The regional equity market is an important part of the multi-level capital markets system. The opening of the BSE not only opens up a channel for non-listed public companies to switch from an over-the-counter market to an open market, but also creates a new window for enterprises of different sizes to switch from a regional equity market to a national equity market.

    It also shows a “three-step approach” to a large number of micro, small and medium-sized enterprises that do not satisfy the requirements in the NEEQ, or even the open market, i.e. to list in the regional equity trading market first, then switch to the national equity transfer market, and then transfer from the national equity transfer market to different sectors in the three major stock exchanges.

    Such an advanced path of access to capital markets is conducive to the development of micro, small and medium-sized enterprises in accordance with the normal laws of their own and the relevant industry in which they operate, and helps the enterprises to reduce the motive to whitewash or falsify their performance to meet the listing conditions in the short term. At the same time, it helps investors control investment risks while reducing the difficulty of supervision so that private equity investment institutions with long-term vision can support the sustainable development and steady growth of micro, small and medium-sized enterprises.

    The continual emergence and growth of small and medium-sized micro-enterprises will also facilitate the development of regional equity markets and promote the construction of a multi-level capital markets system. To achieve these goals, it is necessary for the development of regional equity markets to continually refine their supervision quality and service level, increase the attraction of regional equity markets to local micro, small and medium-sized enterprises, and continually improve and refine the transfer of listing and delisting mechanisms between different markets and different sectors.

    The regional equity market is currently positioned as a private equity market serving micro, small and medium-sized enterprises. A large number of these enterprises constitute the main force of China’s economic development. However, problems such as corporate financing difficulties, limited exit channels for investors and difficulty in obtaining investment and financing information have always been the main factors restricting their long-term and steady development.

    The construction of a standardised, well-positioned scientific supervision, open information and transparent transactions in regional equity markets can largely solve the above-mentioned problems encountered in the development of micro, small and medium-sized enterprises related to investment and financing. To this end, local governments at the provincial level have invested a lot of resources in constructing regional equity markets in their respective localities, and the development pattern of regional equity markets with different characteristics has come into existence.

    The regional equity market serves micro, small and medium-sized enterprises within the provincial administrative area. It is a comprehensive policy platform for local governments to support these enterprises. China’s economic development presents a pattern of imbalance between east and west and between north and south. There is a gap between the economically developed areas on the southeast coast and the old industrial base in northeast China, plus the economically underdeveloped areas in the west and the economically backward provinces in the central and western regions, regarding the total number of enterprises and listed companies.

    The current situation of existing enterprises in these provinces also determines that they may not be able to stockpile enterprises that meet both quantity and quality standards for the capital markets in the short term. The regional equity market can become the cradle for these provinces to cultivate enterprises for capital markets.

    The Notice on Regulating the Development of Regional Equity Markets clearly states that the provincial governments shall supervise these markets in their localities in accordance with regulations. Under the CSRC’s unified guidance, co-ordination and supervision, the provincial governments shall strengthen the formulation and implementation of supporting policies and measures for the micro, small and medium-sized enterprises, give full play to the cultivation role of their respective regional equity markets, promote the construction and sustainable development of enterprises within their jurisdictions, and continue to cultivate candidates for capital markets.

    Conclusion

    The development of China’s multi-level capital markets is a long-term and tough systematic project that requires patience. The establishment and operation of the BSE will undoubtedly accelerate this historical process. With such a big backdrop, the regional equity trading markets have a promising future.

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    Dongcheng District, Beijing 100007, China
    Tel: +86 10 5650 0900
    E-mail: meritsandtree@meritsandtree.com

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