注册制下股票发行标准重建研究——基于注册发行与相关上市规则的冲突分析

A Study of Reconstruction of Stock Issuing Standards under the Registration System: Based on the Analysis of the Conflicts between Registered Issuing and Relevant Listing Rules

股票发行注册制改革的本质是放开准入、简化发行程序、提高发行效率,赋予企业公平的股票融资权利。但法律在取消股票发行标准和监管机构股票发行实质审查权时,客观上也削弱了政府在股票发行阶段的投资者保护功能。因此,为了保护投资者利益、维护证券市场稳定和保障市场竞争秩序,法律应该在弱化发行审核的同时强化股票上市审核和价值评判,针对注册发行特征设置有别于审核发行模式下的股票上市标准和制度规则,赋予证券交易所股票上市实质审查和选择权,通过一系列硬性和软性指标以及严格的上市审查规则,实现对注册发行的股票价值进行补充性甄别,以防止发行过程中忽略的瑕疵、风险和欺诈延续到交易阶段。

The key to the reform of stock issuance registration system is to open the market access, simplify the issuance procedures, improve the issuance efficiency and endow the fair rights of stock financing to the enterprises. However, when the standard of stock issuance and the substantive examination right of the regulators are canceled by law, the government protection of investors at the stage of stock issuance will be weakened objectively. Therefore, in order to protect the interests of investors, maintain the stability of securities markets and safeguard the market competition order, while weakening the issuance review, laws should be applied to strengthen the premarket notification and value judgment of shares, set up standards for share floatation and institutional rules different from those un der the model of issuance checking against the characteristics of registered issuance, endow the substantive examination right and choice right to the stock exchanges, and realize the complementary screening of the stock value issued by registration through a series of mandatory and flexible index and strict rules, so as to prevent the flaws, risks and frauds ignored during the process of issuing from extending to the trading period.