China: A股科创板研究系列:退市制度——终止上市与重新上市(中篇)

Last Updated: 25 July 2019
Article by Bi Xiuli and He Wang
Most Read Contributor in China, July 2019

退市制度是资本市场一项基础性制度,是指证券交易所制定的关于上市公司暂停、终止上市等相关机制以及风险警示板、退市公司股份转让服务、退市公司重新上市等退市配套机制的制度性安排。

美股作为全球市场化程度最高的股票市场,退市标准也相对市场化。无论是纽交所还是纳斯达克,都侧重于在市值、股东人数及股价方面对退市条件做出明确规定,对财务指标规定较少;A股退市制度偏向财务指标,如净利润、净资产及营业收入及重大违法违规事项等。据报道,截至2019年5月,A股有超过3600多家上市公司,而退市公司仅为90多家(包括涉及上市公司被吸收合并退市的30多家,而由于触及量化指标而被强制退市的上市公司也就更少),而自2001年以来,港股共有810家上市公司退市,美股共有2328家上市公司退市。2010年以来,美股年平均退市数量达到240家,而同期的港股和A股的年平均退市数量分别为80家和5家,可见,A股退市制度并不完善。

在科创板推出前,我国的退市制度包括暂停上市及终止上市两种情况。暂停上市是指已上市公司若出现法定原因,应依法暂时停止其发行的上市股票或公司债券的交易。暂停上市是基于法律规定的特殊原因而暂时影响其上市证券的情况,而非决定性地最终否定上市公司的上市资格。终止上市是根本地、绝对地消灭公司上市资格的程序。当暂停上市发生后,在法定的时间内没有满足法定条件的,将被终止上市。暂停上市是给与了上市公司一次改正和纠错的机会,一定程度上延缓了终止上市情形的发生。

2019年3月,科创板的系列制度正式落地。科创板试行注册制,借鉴了最新的退市改革成果,增强执行力,严格标准,简化程序。如取消暂停上市和恢复上市程序,对应当退市的企业直接终止上市;退市时间缩短,触及财务类退市指标的公司,第一年实施退市风险警示,第二年仍然触及将直接退市,不再设置专门的重新上市环节等。科创板的退市制度也被称为史上最严退市制度。

为更好的掌握我国现行的A股上市公司退市制度,笔者对我国现行的A股上市公司退市制度的主要内容予以归纳整理,包括退市制度适用的主要法律法规、暂停上市与恢复上市、终止上市、科创板退市制度等。在整理交易所有关退市制度时发现,退市制度内容相对较多,且存在法条套法条结构上较为繁琐,阅读不便利等情形,为此,本文的主要内容全部以表格的方式呈现,以期提纲挈领,快速的掌握要点,同时,笔者亦希望以此抛砖引玉,与各位共同探讨学习。

本文为退市制度第二篇,终止上市与重新上市制度。

第三部分  终止上市与重新上市

本部分的主要内容包括:主动申请上市、强制终止上市、可转换公司债券停止上市、申请撤销终止上市的情形、重新上市、申请复核等,由于深交所、上交所就相关内容规定较为类似,在此仅以深交所的规定为例予以简要整理。

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