IPO秘密申报制度:美国经验与启示

Research on Confidential Submission Rules in the U.S.

秘密申报制度是为了便于发行人维护其商业秘密而建立的制度安排。从美国市场实践情况来看,该制度广为新兴成长企业所欢迎,但也存在加剧发行抑价、削弱市场监督等方面的不足。我国当前注册制改革中,可试点探索秘密申报制度,并从优化发行受理、审核的流程设计,给予市场充分的信息披露消化期,加强发行人及中介机构责任约束等方面完善配套制度。

The Confidential Submission Rules were established to encourage initial public offerings while preserving business secrets.Judging from the practice in the U.S.market,this system has been broadly welcomed by emerging growth companies,though it has obvious shortcomings such as weaker market supervision and intensified pricing pressure for issuers.As part of current reforms of the registration system in China,the use of the Confidential Submission Rules can be explored through a pilot program.This would help optimize the acceptance and review process for public offers while enhancing information disclosure and strengthening issuer and agency responsibility constraints.