On April 2, 2022, the CSRC promulgated the provisions on strengthening the secrecy and Archives Management related to overseas issuance and listing of Securities by domestic Enterprises (draft for soliciting opinions) (hereinafter referred to as the provisions) to solicit opinions from the public. In response to issues of concern from all walks of life, the reporter interviewed the person in charge of the relevant departments of the Securities Regulatory Commission.

1. Q: what are the main considerations in revising the regulations on strengthening the secrecy and Archives Management related to overseas Securities issuance and listing (CSRC Bulletin (2009) No. 29) at this stage?

A: the above regulations were introduced in 2009 and played a positive role in standardizing the confidentiality and archives management related to overseas listing at that time. Over the past decade, the relevant laws and regulations and institutional environment have changed significantly, the market and regulatory practices have been continuously deepened, and the aforementioned provisions are increasingly unable to adapt to the new situation.

This revisionIt will provide clearer guidance for the relevant confidentiality and file management work involved in overseas listing, facilitate the relevant market entities to carry out overseas issuance and listing activities in accordance with the rules and regulations, and guide enterprises to properly manage confidential and sensitive information. fulfill the main responsibility of maintaining national information securityIt will also help relevant regulators and overseas regulators to carry out cross-border regulatory cooperation activities, including joint inspection, safely and efficiently, so as to jointly safeguard the rights and interests of global investors.

two。 Q: what is the positive significance of the promulgation of the regulations in promoting overseas listing activities?

答: The China Securities Regulatory Commission firmly supports enterprises in choosing their own listing places according to their own wishes.The purpose of the revision of the regulations is to further strengthen the confidentiality and file management related to overseas issuance and listing of domestic enterprises, to clarify the information security responsibilities of listed companies, and to maintain national information security.Reduce unnecessary confidential and sensitive information into the working paperTo improve the efficiency of cross-border regulatory cooperation reflects the concept of overall openness and security, and will promote the orderly development of overseas securities issuance and listing activities of domestic enterprises in China.

3. Q: what is the positive effect of the regulations on cross-border regulatory cooperation, especially audit regulatory cooperation?

A: according to the provisions of Article 177 of the Securities Law, it is clear that the investigation and collection of evidence or inspection conducted by overseas regulatory authorities in China shall be carried out through the cross-border regulatory cooperation mechanism. The CSRC and the relevant competent departments shall provide necessary assistance in accordance with the bilateral and multilateral cooperation mechanism.

meanwhile,Combined with the international practice of cross-border audit regulatory cooperation, the original provision that "on-site inspection should be carried out mainly by our regulatory agencies, or rely on the inspection results of our regulatory agencies" was deleted.

This reflects the consistent openness of Chinese regulators to cross-border audit regulatory cooperation, is also in line with relevant international practices, and will provide institutional guarantee for safe and efficient cross-border regulatory cooperation, including joint inspection.

4. Q: will the regulations require enterprises to provide relevant securities companies and securities service institutions with written explanations on the implementation of articles 3 and 4 of the regulations? will it increase the compliance costs of enterprises?

A: doing a good job in the management of secret-related and sensitive information in accordance with the law and implementing the main responsibility of information security is an important part of enterprise compliance management.From the perspective of practice, it should be very rare for enterprises to provide documents and materials containing confidential or sensitive information to relevant securities companies and securities service institutions.

If it is really necessary to provide it due to the needs of the audit work, the provisions reiterate that the enterprise must carry out the necessary examination and approval or filing procedures in accordance with relevant laws and regulations, and require the enterprise to keep the relevant records of the implementation procedures and the provision of information and provide written explanations to the intermediary agencies, which will not bring excessive compliance costs to the enterprise.

The implementation of the regulations will enhance the ability of enterprises to maintain information security and guard against legal risks, and promote enterprises to carry out overseas issuance and listing activities in accordance with the law.