On December 19, 1990, the Shanghai Stock Exchange was officially opened. The Shenzhen Stock Exchange began its trial operation on December 1, 1990, and was officially established on July 3, 1991. From the date of the establishment of the Shanghai Stock Exchange, China's capital market has gone through 30 years. In the past 30 years, China's capital market has experienced 6 big bull markets and 4 big stock market disasters, there are achievements, but also lessons. In the past 30 years, China's economy has made great progress, and China's capital market has also undergone earth-shaking changes. In November 2013, the Third Plenary Session of the 18th CPC Central Committee was held in Beijing. The plenum pointed out that we should comprehensively deepen reform, with the focus of deepening reform on economic restructuring, and the core issue of economic restructuring is to properly balance the relationship between the government and the market so that the market plays a decisive role in resource allocation. At the same time, it is necessary to improve the multi-level capital market, promote the reform of the stock issuance registration system, promote equity financing through multiple channels, and increase the proportion of direct financing. On the contrary, China's Securities Law, passed in 1998 and implemented on July 1, 1999, was enacted when China's securities market was just rising. After the implementation of the Securities Law, it was amended (amended) four times in 2004, 2005, 2013 and 2014. Before the amendment in 2019, China's securities law had shown a certain lag, and the more prominent problems were the difficulty of financing enterprises and the lack of investor protection, and the lack of market vitality. Under the above background, the amendment of the Securities Law has been put on the agenda. The revision of the securities law in 2019 lasted for six years, across the stock market disaster, through the pilot of the science and Technology innovation board, the CDR was launched, and was officially implemented on March 1 this year. It has gone through hardships, but the spring flowers are worth looking forward to.

A law, no matter how many articles it has, has a core, or a soul. This soul is the basis of concrete institutional design. The new Securities Law is no exception. What is the soul of the new Securities Law? In the rapid development of China's capital market at present, clarify the relationship between the government and the market, "wide entry" to promote enterprise equity financing, "strict management" to protect investors' rights and interests. For the securities market, promoting corporate financing and protecting investors' rights and interests are equally important. It is difficult for enterprises to obtain financing, and enterprises are unwilling to participate in the capital market, so it is difficult for the capital market to prosper. The market can not protect the interests of investors, investors are discouraged, enterprises can not use the capital market to obtain funds, the two are two sides of the coin relationship. According to this direction, the new "Securities Law" for the first time clearly implement the registration system; Special chapter to improve the information disclosure system; Special chapter to strengthen investor protection; Increase the punishment, increase the cost of securities market violations; At the same time, the legal responsibility of the intermediary market "gatekeeper" is compacted. In this way, the issuer will be introduced to the market, through the listed enterprises in the market governance, operation, financial status and other real strength competition, through investors "voting with their feet" way to achieve the survival of the fittest, and ultimately let the market play a decisive role in the allocation of resources.

The "wide entry" of the new "Securities Law" is mainly reflected in the link of securities issuance. It is difficult for enterprises to list and equity financing, which is the status quo of enterprise IPO in a long period of time. Under the registration system, the new securities law reconstructs the relationship between the government and the market, and returns the decision-making power to the market. In the process of the revision of the securities Law, there has been controversy about the stock issuance system, the approval system, the approval system and the registration system are parallel, and the comprehensive registration system, there have been different voices. Finally, the new Securities Law clearly implements the registration system for the public issuance of securities. Of course, registration is not a one-step process. According to the current arrangement, the implementation is basically divided into three steps, the first step of the Shanghai Stock Exchange science and technology board, has been implemented; The second step is the implementation of Shenzhen Stock Exchange GEM, with a high probability of implementation this year; The third step is the full implementation of the main board and small and medium-sized board, and the next year is also a matter of high probability. The new Securities Law further stipulates that a company's initial public offering of new shares shall meet the following conditions: (1) It has a sound and well-run organizational structure; (2) has the ability to continue operations; (3) The financial accounting report of the last three years has been issued without qualified opinion audit report; (4) the issuer and its controlling shareholder or actual controller have not committed any criminal crimes of embezzlement, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market economy in the recent three years; (5) Other conditions prescribed by the securities regulatory body under The State Council as approved by The State Council. The IPO conditions for the issuance of new shares and the issuance of depositary receipts by listed companies are no longer applicable, which shall be separately stipulated by the securities regulatory body under The State Council. The initial conditions of the registration system are basically consistent with the issuance conditions of the science and technology board pilot registration system, which implements the pilot results of the science and technology board registration system and reflects the market-oriented orientation; At the same time, the boundary of the corresponding conditions is further defined, the judgment standard is clear, the space of power rent-seeking is reduced, the issuance decision is left to the market, and the issuer's public issuance of shares is more predictable. In addition, the new "Securities Law" also stipulates that the initial public offering of shares, audit inquiries are limited to three months, but the issuer's supplementary and revised reply feedback time is not counted. Therefore, the approval time of corporate issuance of governance norms can be predicted, and the feedback time can be basically controlled in about 6 months. Therefore, the listing of the issuer within one year will become the normal for corporate issuers to publicly issue shares and go public. Compared with the approval system, the registration system is more conducive to promoting corporate equity financing and increasing the proportion of direct financing

The new Securities Law strictly regulates securities issuance, securities trading, acquisition of listed companies, and supervision of intermediaries. The strict control of the new "Political Power Law" is first reflected in the system innovation, through which the illegal behavior of securities is strictly controlled. For example: (1) Improve the information disclosure system, expand the scope of information disclosure and the subject of responsibility, and strictly control information disclosure. (2) Clarify the concept of insider trading and the definition of insider information insiders, and severely punish insider trading. (3) Establish a negative list system for the manipulation of the securities market, and severely punish the manipulation of the securities market. (4) Standardize the listed companies, the illegal part shall not exercise the voting rights for 36 months, and severely punish the barbarians for illegally raising the listed companies. (5) Restrict the sale of shells in reverse, and may not be transferred within 18 months after the completion of the acquisition. (6) Establish the Chinese version of the "implied accession express withdrawal" class action system to protect investors' rights and interests. (7) Double penalties for those responsible, such as fraudulent issuance, in addition to punishing the issuer, the person in charge directly responsible for the issuer and other directly responsible personnel should also be punished. In addition to the above institutional innovations, the new securities Law has also established a system that prohibits lending accounts, standardizes short-term trading, and strictly controls securities trading. The strict management of the new "Securities Law" is also reflected in the illegal responsibility, increasing the cost of illegal activities and severely punishing securities violations. The liability of securities illegal act has civil liability, administrative liability and criminal liability. As far as civil liability is concerned, if the issuer violates the law by fraudulent issuance, the controlling shareholder and actual controller of the issuer shall bear joint and several liability for his liability, and the presumption of fault shall be implemented, unless it is proved that it is not at fault, it shall bear joint and several liability, which actually increases the liability of the illegal subject. In terms of administrative responsibility, the new Securities Law has increased the administrative responsibility for securities violations, that is, the intensity of administrative punishment. The general direction is to confiscate all illegal gains and greatly increase the amount of fines. For example, Article 181 of the new Securities Law shall impose a fine of more than 2 million yuan and less than 20 million yuan on issuers who fraudulently issue and have not yet issued securities, and impose a fine of more than 10% and less than 1 times the amount of illegally raised funds on issuers who have already issued securities. We may only look at the number of 20 million, in fact, the latter proportion of the penalty may be larger than 20 million, because it depends on the issuer to raise funds in the end how large. In terms of criminal responsibility, the criminal law also provides criminal responsibility for specific securities violations, such as insider trading, the crime of disclosing insider information, and the crime of manipulating the securities market. The purpose of punishment is deterrence. It is necessary for the new securities Law to greatly increase the punishment of securities violations. Especially in today's full implementation of the registration system, if the securities market only "wide entry" without "strict management", it is obviously unable to achieve the effect of survival of the fittest.

A good securities system can catalyze more great companies and better promote social progress. The new Securities Law adheres to the reform direction of marketization and legalization. On the one hand, the full implementation of the registration system, in accordance with the principle of open, fair and just securities issuance, securities trading and other aspects of the system design, for regulating the use of capital market financing, stronger and bigger provides a solid institutional foundation; On the other hand, it raises the cost of illegal behavior, severely punishes the illegal behavior of securities, and deter the illegal behavior of securities. The full implementation of the new "Securities Law" has opened a new trend of "wide entry and strict management" in the securities market.