Shenzhen read the Magic spell: Gem cannot invest money

Jiang Jundong Front is high growth, the opposite is high risk, gem listed companies have set "Angel" and "devil" in a double face, so, how to enlarge the beauty of angels, while compressing the ugliness of the devil, become the focus of the supervision layer.　　On the evening of October 15, the Shenzhen Stock Exchange issued the "Gem listed companies guidelines for the operation of" (hereinafter referred to as "Guidelines for the operation of norms"), and since the implementation. This 61-page 9 Chapter of the "Normative operation guideline", set the Shenzhen stock market supervision of the large and medium-sized board experience.　　Read Shenzhen about the motherboard and the rules and regulations of the Board, the Shenzhen stock has not been similar to the "normative operation of the guidelines", in fact, "Guidelines for the operation of Norms", has merged the SME has promulgated the "collection of funds Management rules", "Fair Information Disclosure Guidelines" and other regulations. "Guidelines for the operation of the Norms" fully draw on the current motherboard and board market effective supervision experience, but also for the characteristics of the gem listed companies, put forward some targeted regulatory requirements, embodies the Shenzhen on the gem listed companies strict supervision of the concept.　　October 15, the relevant department responsible for the Shenzhen stock told reporters.　　Super raise funds supervision more closely relative to the entire "normative operation guideline", the part of the management of excess funds raised, only 8 pages, not outstanding, but its pertinence, but quite clear.　　Up to now, the Enterprise board to be listed company's excess raise situation is quite alarming.　　Taking the first batch of 10 gem listed companies as an example, according to the statistics, the total amount raised amounted to 6.676 billion yuan, 10 companies actually raise more than the planned raise amount.　　According to the offer letter of intent, 10 companies are expected to raise the amount of 2.84 billion yuan, over 3.836 billion yuan, over the proportion of up to 135%, of which, only the Shenzhou Thai yue a super raise 1.331 billion yuan, compared with the scheduled raising capital of 502 million yuan for the proportion of up to 265%.　　In response to the emergence of the Enterprise Board of the Fund phenomenon, "Guidelines for the operation of Norms" stipulates that: The super raise funds should also be deposited in the collection of funds, and should be invested in the company's main business, can not be used to carry out securities investment, entrust Financial management, derivative investment, venture capital and other high-risk investment and provide financial support to others. The guidelines on the operation of norms also stipulate that the listed company shall, at the latest, within 6 months after collecting the funds, make a plan for the use of the funds, and submit them to the Board for consideration and timely disclosure, and the independent directors and sponsors shall express their independent opinions on the rationality and necessity of the use plan of the super funds.　　And disclosed with the announcement of the listed company.　　In addition to the increase in the number of extra restrictions, the "standard operation guideline" is more detailed than the SME Board "fund-raising management rules" requirements.　　For example, for the listed companies to raise funds to replace the funds in advance to raise capital investment projects self-financing, "standard operation guideline" stipulates that "replacement time distance to collect funds to account for no more than 6 months", and the board does not have this time limit. This, "The standard Operation guideline" stipulates that "the company changes the implementation of the main body of the investment project, the purchase of major assets and other ways of implementation, depending on the same change to raise funds to invest", these detailed provisions are also not the SME board.　　The key regulation of corporate governance, "standard operation guideline" is a major feature is the absorption of the supervision of the SME board experience, but also fully consider the characteristics of the gem. The listed company is the cornerstone of the securities market, and its standard operation condition and quality are directly related to the sustainable development of the stock market.　　The growth and independent innovation ability of gem listed companies is strong, but because of the relatively short development history, private enterprises, family enterprises, the corporate governance and internal control base is relatively weak.　　Therefore, the governance structure of listed companies has become the focus of supervision Department. The guidelines on the operation of norms require that gem listed companies to establish a standardized corporate governance structure, and a sound internal control system, improve the shareholders General Assembly, Board of Supervisors, the rules of procedure and power checks and balances mechanism, standardize the directors, supervisors, senior managers of the conduct and selection and appointment, the implementation of fair information disclosure obligations, management and good use of fund-raising　　Actively take social responsibility and take effective measures to protect the legitimate rights and interests of investors, especially small and medium investors.　　One of the main characteristics of gem listed companies is that they often rely on the core technology and the core personnel, and the technical risks are also higher. In order to ensure the continued core competitiveness and stability of the listed companies of GEM, "Guidelines for the operation of the standard" stipulates that gem listed companies in the company's Articles of association provisions on non-directors, supervisors and senior managers of the core technical personnel, managers, sales personnel holding the shares of the company to lock,　　Or the aforesaid person voluntarily applies for the holding of shares of the company to lock. Since the establishment of the two major exchanges of Shanghai and Shenzhen in 19, the large shareholder of listed companies embezzled and occupied the funds of listed companies, has been a long-term widespread cancer.　　Regulators do not want the disease to be "hereditary" to the "newborn" gem. To guard against the significant risk of capital being occupied by listed companies, "standard operation guideline" stipulates that the internal audit Department of the company should check the inner control system of Monetary Fund every quarter, focusing on whether the authorization procedure of the large amount of non-profit money expenditure is perfect, whether there is unauthorized approval behavior, and whether there is a weak link in internal controls.　　Where abnormalities are found, they shall be reported to the Audit Committee in a timely manner. In addition, in order to standardize the interview and investigation of specific objects and to avoid selective information disclosure, the guidelines on standardizing operation stipulate that when a listed company receives a specific object for interview and investigation, the Secretary of the Board is required to take part in the whole process and form a written record of the investigation and the contents of the talks, The guideline on the operation of norms encourages the company to place the relevant information on the company's website or in the form of an announcement.