作者｜王高平 俞凯 任奕霖 来源｜锦之翼公众号 在很多人的认识里，上市公司定增属于非公开发行证券，这是一个存在了近二十年的常识问题。但股票发行注 册制实施以来，诸多监管规则和监管理念悄然发生变化，打破很多传统认知。本文试图从现实需求、规则演 变、实践案例等几个方面，解析在注册制规则体系中上市公司定增属于公开发行证券，以期抛砖引玉。 一、问题由来——通过定增获得的上市公司股票的减持限制 众所周知，2015年中国股市遭遇了股灾，2015年6月15日至7月9日短短18个交易日内，上证指数从5174点跌至 3373点，跌幅达到34.8%；深证指数从18182点跌至10850点，跌幅达到40.3%。期间，超过90%的股票跌幅高达 50%至70%，许多公司选择停牌以躲避市场的剧烈波动。 面对证券市场出现非理性下跌，为维护资本市场稳定，切实维护投资者合法权益，中国证监会于2015年7月8日 发布《证监会关于维护资本市场稳定的公告》（证监会公告(2015)18号），要求从即日起6个月内，上市公司控 股股东和持股5%以上股东（以下并称大股东）及董事、监事、高级管理人员不得通过二级市场减持本公司股 份。 证监会公告(2015)1 ...

Group 1 - The core viewpoint emphasizes the ongoing reforms in China's capital market, particularly focusing on the A-share market's evolution and the introduction of new policies aimed at enhancing investor protection and optimizing the entry of qualified foreign investors [1][2][4] - The A-share market has grown significantly, surpassing a total market capitalization of 100 trillion yuan, reflecting a stable growth trajectory driven by reforms [1] - The introduction of the registration-based IPO system has accelerated the reform effects, leading to more precise sector positioning and broader pathways for companies to go public [1][2] Group 2 - The focus on serving new productive forces is highlighted as a key aspect of capital market reform, with policies like the "Sixteen Articles on Technology" and "Eight Articles on the Sci-Tech Innovation Board" supporting high-quality tech companies [2] - The market is moving away from a strict "profit-only" evaluation, with a new emphasis on the technological content of companies as a key assessment criterion [2] - The daily trading volume in the A-share market has stabilized at around 2 trillion yuan, indicating a robust influx of long-term capital [2] Group 3 - Recent measures have been introduced to strengthen the protection of small and medium investors throughout the entire process from issuance to daily trading and delisting [3] - There is a growing awareness among listed companies to give back to investors through stable and frequent dividends, as well as share buybacks, enhancing investor satisfaction [3] - The regulatory environment has become more stringent, with a focus on improving the quality of listed companies and combating various forms of market misconduct [3]

Core Viewpoint - On October 24, six companies, including five listed firms and one delisted company, received administrative penalties from local securities regulatory authorities, totaling fines of 96.8 million yuan, primarily related to violations of information disclosure regulations [1][2]. Summary by Category Penalties and Violations - *ST XinYuan (300472.SZ) received the largest penalty of 16.1 million yuan for falsely reporting revenue, costs, and profits by 52.26 million yuan from May 2022 to June 2024, leading to misleading annual reports [2][3]. - Baiyin Nonferrous (601212.SH) was fined 8.8 million yuan for failing to disclose the specifics of 3 billion yuan in financial products, resulting in significant omissions in annual reports from 2019 to 2024 [3][4]. - ST Chuangyi (300366.SZ) and ST Sike Rui (688053.SH) faced fines of 8 million yuan and 5.6 million yuan, respectively, for overstating revenues in their financial reports [3][4]. - *ST XinChao (600777.SH) was fined 5 million yuan for not disclosing its 2024 annual report on time [4]. - Jiangsu Securities Regulatory Bureau proposed a fine of 53.3 million yuan against the delisted company Changjiang Health for failing to disclose significant non-operating fund occupation [6][7]. Regulatory Focus - The China Securities Regulatory Commission (CSRC) emphasizes the importance of high-quality information disclosure as a key factor in promoting the registration-based IPO system and enhancing the quality of capital markets [5][6]. - The recent penalties reflect a continued effort by regulatory authorities to strengthen oversight of financial reporting and improve regulatory mechanisms [5][6]. Implications for Delisted Companies - The case of Changjiang Health illustrates that delisting does not exempt companies from accountability; rather, it marks the beginning of a new phase of scrutiny and potential penalties for past violations [6][10]. - Regulatory authorities are committed to pursuing legal actions against companies and individuals involved in misconduct, regardless of their listing status [10][11]. Governance Issues - Experts highlight that the concentration of power among controlling shareholders often leads to inadequate internal governance, allowing for the circumvention of normal decision-making processes and the occupation of company funds [9][11]. - There is a call for both internal governance improvements and enhanced external regulatory oversight to effectively combat fund occupation issues prevalent in the A-share market [9].

Core Viewpoint - The brokerage sector is experiencing a rally as the stock market index surpasses 3900 points, with notable performances from firms like Tianfeng Securities and Huatai Securities. The overall performance of brokerages is expected to remain strong due to increased trading volumes and a favorable market environment, as evidenced by significant growth in their earnings and transaction taxes [1][7]. Group 1: Brokerage Performance - In the first half of the year, 42 listed brokerages achieved a net profit of 104 billion RMB, marking a 65% year-on-year increase [1]. - The surge in securities transaction stamp duty, which reached 1,448 billion RMB with a 103.4% year-on-year increase, indicates strong performance for brokerages in the third quarter [1][5]. - The A-share market, with over 5,000 listed companies and more than 200 million investors, presents a substantial opportunity for brokerages [1]. Group 2: Company Overview - Shouchuang Securities operates under a full-license framework, covering various business areas including brokerage, investment consulting, underwriting, proprietary trading, asset management, and financial product sales [2][3]. - The company's asset management and wealth management business revenues have declined, while investment-related business revenues have increased from 26.9% to 51.8% of total income [3]. Group 3: Financial Performance - Shouchuang Securities reported total revenues of approximately 25.19 billion RMB, 29.7 billion RMB, 35.88 billion RMB, and 18.45 billion RMB for the years 2022, 2023, 2024, and the first half of 2025, respectively [7]. - The company declared dividends of approximately 5.06 billion RMB, 4.24 billion RMB, and 2.6 billion RMB for the years 2023, 2024, and the first half of 2025, totaling nearly 12 billion RMB over two and a half years [8]. Group 4: Market Position and Competition - As of 2024, there are 150 registered securities firms in China, with the top ten accounting for about 70% of total industry revenue. Shouchuang Securities ranked around 40th with a revenue of approximately 24.18 billion RMB, significantly lower than leading firms [11]. - The brokerage industry is characterized by intense competition and consolidation, with several mergers and acquisitions occurring to enhance market concentration [12]. Group 5: Future Prospects - Shouchuang Securities is seeking to list on the Hong Kong Stock Exchange, aiming to raise funds for various business segments, including asset management and technology investments [13][14]. - The company faces challenges in maintaining its market share and revenue in the competitive landscape, particularly in asset management, which has seen a decline in income [5][14].

Core Viewpoint - The brokerage sector is experiencing a rally as the stock market index surpasses 3900 points, with notable performances from firms like Tianfeng Securities and Huatai Securities. The overall performance of listed brokerages is expected to remain strong due to increased trading volumes and a significant rise in securities transaction stamp duty [1][2]. Group 1: Market Performance and Financials - In the first half of the year, 42 listed brokerages achieved a net profit of 104 billion RMB, marking a 65% year-on-year increase [1]. - The stamp duty on securities transactions surged to 1,448 billion RMB in the first three quarters, reflecting a 103.4% year-on-year growth, indicating robust brokerage performance in Q3 [1]. - The A-share market, with over 5,000 listed companies and more than 200 million investors, presents a substantial market opportunity for brokerages [1]. Group 2: Company Overview and Business Model - Shouchao Securities operates under a full-license structure, encompassing various business areas including brokerage, investment consulting, underwriting, proprietary trading, asset management, margin financing, and fund sales [5]. - The company's asset management and wealth management business segments have seen a decline, while investment-related business revenue has increased from 26.9% to 51.8% of total revenue from 2022 to 2025 [8]. Group 3: Financial Performance and Projections - Shouchao Securities reported total revenues of approximately 25.19 billion RMB, 29.7 billion RMB, 35.88 billion RMB, and 18.45 billion RMB for the years 2022, 2023, 2024, and the first half of 2025, respectively [14]. - The company’s net profit for the same periods was approximately 5.55 billion RMB, 7.01 billion RMB, 9.85 billion RMB, and 4.9 billion RMB [14]. - The asset management segment's pre-tax profit dropped by 67.1% in the first half of 2025, with profit margins declining from 62.5% to 37.7% [10]. Group 4: Competitive Landscape - The Chinese brokerage industry is characterized by intense competition, with over 150 registered securities firms and the top ten accounting for about 70% of total industry revenue [18]. - Shouchao Securities ranks around 40th in revenue among A-share listed brokerages, significantly trailing behind leading firms with stronger financial capabilities and brand recognition [18]. Group 5: IPO and Future Prospects - Shouchao Securities has submitted an IPO application to the Hong Kong Stock Exchange, aiming to raise funds for its asset management, investment banking, and technology initiatives [22]. - If successful, it would become the 14th brokerage in China to achieve "A+H" listing status, potentially enhancing its market position despite facing challenges in revenue growth and competition [22].

Core Viewpoint - The China Securities Regulatory Commission (CSRC) highlighted significant achievements in the capital market during the "14th Five-Year Plan" period, emphasizing the market's resilience and its role in supporting the real economy [2][8]. Group 1: Achievements of the Capital Market - The total scale of the capital market has surpassed 100 trillion yuan, with continuous optimization of its structure and enhanced legal foundations [2]. - The securities industry has made five notable achievements, including a more complete multi-layered market system and improved coordination between investment and financing functions [6][5]. - The total financing through stock and bond markets reached 57.5 trillion yuan, with the direct financing ratio increasing by 2.8 percentage points to 31.6% [6]. Group 2: Market Resilience and Risk Management - The A-share market's resilience and risk resistance have significantly improved, with the annualized volatility of the Shanghai Composite Index decreasing by 2.8 percentage points to 15.9% [7]. - The CSRC has implemented robust risk prevention and regulatory measures, maintaining a low default rate of around 1% [10][9]. - Over 700 cases of financial fraud and market manipulation have been referred to law enforcement, with significant penalties imposed on major offenders [11][12]. Group 3: Regulatory and Institutional Reforms - The regulatory framework has been systematically improved, with over 60 supporting rules introduced following the "New National Nine Articles" [3]. - The stock issuance registration system has transitioned from pilot to full implementation, enhancing the market's operational efficiency [17]. - The CSRC has made strides in opening up the capital market, including the removal of foreign ownership limits and the establishment of a more comprehensive overseas listing system [21][22]. Group 4: Future Directions - The CSRC plans to enhance the adaptability of the multi-layered market system, focusing on reforms in the Sci-Tech Innovation Board and the Growth Enterprise Market [25]. - There will be a continued emphasis on improving the quality and investment value of listed companies, alongside stricter regulatory measures [27]. - The capital market aims to attract global capital to share in China's development opportunities, supporting the modernization agenda [29].

Core Viewpoint - The China Securities Regulatory Commission (CSRC) is actively implementing reforms and rectifications based on the feedback from the recent inspection, focusing on enhancing the capital market's functionality and ensuring compliance with regulations [1][3][16]. Group 1: Political Responsibility and Reform Implementation - The CSRC is treating the inspection rectification as a major political task, emphasizing the importance of political leadership and responsibility in executing reforms [3][4]. - A comprehensive responsibility system has been established to ensure accountability throughout the rectification process, with the CSRC leadership directly overseeing the implementation of corrective measures [3][4]. Group 2: Capital Market Reform and Development - The CSRC is committed to deepening the stock issuance registration system and tightening the entry standards for public offerings, while also enhancing the responsibilities of intermediary institutions [5][7]. - New measures are being introduced to support high-quality technology enterprises in their public offerings, alongside initiatives to invigorate the mergers and acquisitions market [7][8]. Group 3: Investor Protection and Market Stability - The CSRC is enhancing mechanisms to protect the rights of small and medium investors, ensuring that their interests are prioritized in regulatory frameworks [6][8]. - Efforts are being made to improve market risk monitoring and prevention capabilities, including the establishment of a comprehensive risk monitoring system [10][15]. Group 4: Regulatory Enforcement and Compliance - The CSRC is intensifying its regulatory oversight, focusing on preventing financial fraud and ensuring compliance among listed companies and intermediary institutions [8][9]. - A comprehensive system for punishing violations and enhancing the effectiveness of regulatory enforcement is being developed [9][10]. Group 5: Long-term Rectification and Continuous Improvement - The CSRC is committed to maintaining a long-term rectification approach, ensuring that reforms are not only implemented but also sustained over time [17][19]. - Continuous monitoring and evaluation of the rectification outcomes will be conducted to prevent regression and ensure ongoing improvement [19].

Core Viewpoint - The Chinese capital market has achieved steady growth in both quantity and quality during the "14th Five-Year Plan" period, laying a solid foundation for high-quality development in the "15th Five-Year Plan" period [1][5]. Group 1: Achievements in the Capital Market - The regulatory framework has been significantly improved, with the implementation of the new Securities Law and the introduction of over 60 supporting rules, enhancing the legal system of the capital market [2][4]. - The multi-layered market system has been further developed, with the A-share market's total market value surpassing 100 trillion yuan for the first time in August [3][4]. - The market's investment and financing functions have been strengthened, with total financing through stock and bond markets reaching 57.5 trillion yuan over the past five years, and the direct financing ratio increasing to 31.6% [4][5]. Group 2: Market Stability and Fairness - A collaborative mechanism for market stability has been established, enhancing the resilience and risk resistance of the A-share market, with the Shanghai Composite Index's annualized volatility decreasing by 2.8 percentage points [5]. - A fair and just market environment has been fostered, with significant increases in penalties for financial misconduct, including 2,214 administrative penalties and 41.4 billion yuan in fines during the "14th Five-Year Plan" period [5]. Group 3: Expansion of the Capital Market - The capital market has expanded its international reach, with significant reforms aimed at enhancing market openness and attracting foreign investment, including the removal of foreign ownership limits in various sectors [6][8]. - The total market value held by foreign investors in A-shares reached 3.4 trillion yuan, reflecting the growing international presence in the Chinese capital market [8]. Group 4: Future Directions - The regulatory body aims to enhance the adaptability and inclusiveness of the capital market, supporting high-quality enterprises and various types of capital to thrive [10][13]. - There is a focus on improving the quality and investment value of listed companies, ensuring a stable and vibrant market environment [12][13].

Core Viewpoint - The press conference highlighted the achievements of China's financial sector during the "14th Five-Year Plan" period, emphasizing the stability and growth of the financial system, as well as the advancements in various financial sectors such as green finance and digital finance [1][4]. Financial Sector Achievements - As of June 2023, China's banking sector total assets reached nearly 470 trillion yuan, ranking first in the world [3]. - The scale of China's stock and bond markets ranks second globally [4]. - The average annual growth rate of loans to technology-based SMEs, inclusive small micro loans, and green loans exceeded 20% during the "14th Five-Year Plan" [4]. Regulatory Developments - The financial regulatory environment has improved, with a total of 2,000 institutions penalized and 36,000 individuals held accountable since the beginning of the "14th Five-Year Plan" [6]. - The number of high-risk institutions and the scale of high-risk assets have significantly decreased, indicating that risks are under control [6]. - The regulatory framework has been enhanced, with 171 regulations issued over the past five years [7]. Capital Market Enhancements - The market capitalization of technology companies in the A-share market has increased, with the number of tech firms in the top 50 by market value rising from 18 to 24 [8]. - The total market value of the A-share market surpassed 100 trillion yuan for the first time in August 2023 [9]. - Direct financing's proportion has steadily increased, reaching 31.6%, up by 2.8 percentage points compared to the previous five-year period [8]. Future Outlook - The financial sector is expected to continue its supportive monetary policy stance, with a focus on enhancing the adaptability and inclusiveness of the financial system [11]. - The ongoing reforms aim to improve the quality and investment value of listed companies, fostering a more resilient capital market [11].

Core Viewpoint - The Shanghai Stock Exchange (SSE) is committed to implementing comprehensive reforms and enhancing regulatory measures to stabilize and invigorate the capital market, while also ensuring the protection of investors' rights and promoting high-quality development [1][18]. Group 1: Regulatory and Reform Initiatives - SSE will advance risk prevention, strengthen regulation, and promote high-quality development through a series of financial initiatives, referred to as the "Five Major Financial Articles" [1][18]. - The SSE aims to deepen the comprehensive reform of the capital market, focusing on enhancing the quality and efficiency of investments and returns [1][19]. - The SSE will leverage the Sci-Tech Innovation Board as a testing ground for reforms, implementing various measures to further deepen its reform [1][19]. Group 2: Investor Protection and Market Stability - The SSE emphasizes the importance of protecting the legitimate rights and interests of investors, particularly small and medium-sized investors, by maintaining a fair and transparent market order [1][8]. - The SSE plans to enhance the regulatory framework for market transactions, including the implementation of detailed guidelines for program trading [1][8]. - The SSE will promote the entry of long-term capital into the market to maintain stability and support the development of new productive forces [1][11]. Group 3: Governance and Accountability - The SSE is committed to strengthening the leadership role of the Party in governance and ensuring accountability in the implementation of reforms [1][3]. - The SSE will establish a closed-loop mechanism for accountability throughout the reform process, ensuring that responsibilities are clearly defined and executed [1][4]. - The SSE will enhance the supervision of public power operations and strengthen the mechanisms for oversight and accountability [1][17]. Group 4: Future Work Plans - The SSE will continue to promote the normalization and long-term effectiveness of the reform process, integrating it with daily operations and responsibilities [1][20]. - The SSE aims to build a politically robust, capable, and disciplined team of personnel, focusing on practical achievements and the cultivation of high-end talent [1][20]. - The SSE will maintain a "zero tolerance" approach to corruption and strengthen the cultural foundation for integrity within the organization [1][20].