■證監會處罰4間新股保薦人投行，有利鞏固本港國際金融中心的地位。 資料圖片【原文】證監會昨向4間新股保薦人瑞銀、渣打、美林、摩根士丹利開出本港歷來最大罰單，總額達7.8億元。證監會主動出擊，毫不手軟重罰作為保薦人的國際大行，展示從嚴監管、維護本港金融市場秩序的決心，傳遞本港盡力保障投資者利益的強烈信號，有利鞏固本港國際金融中心的地位。粵港澳大灣區建設中，本港肩負金融產業龍頭的重任，證監會加強監管、整治市場，有利本港發揮示範和引領作用，提升本港核心競爭優勢。
此次被罰的瑞銀、渣打等，都是國際著名投行，在本港新股上市保薦業務上佔有較大份額。但他們在擔任一些公司上市申請的保薦人時，沒有履行應盡責任，造成投資者嚴重損失，成為市場醜聞。例如瑞銀作為保薦人，涉及中國森林、天合化工在內的3宗上市申請，瑞銀的審查工作有重大紕漏，令這3間不適合上市的公司獲得上市地位，但最終倒閉，令投資者蒙受巨大損失。瑞銀因此被證監會罰款3.75億元，並吊銷其有關牌照為期一年。渣打、美林及摩根士丹利亦被證監會施罰，罰款分別為5,970萬元、1.28億元、2.24億元，理由同樣是擔任保薦人時失職。
證監會此次處罰力度空前，清晰傳達阻嚇訊號。正如證監會行政總裁歐達禮所言：「今次的行動是針對保薦人在上市盡職審查所犯的過失，向市場傳達強烈訊息，證監會高度重視保薦人操守，會毫不猶疑追究保薦人失當行為的責任。」香港作為國際金融中心，多年IPO稱冠全球，保證上市公司的質素，關乎香港金融市場聲譽，與增強投資者信心息息相關，必須杜絕一切上市公司、持牌交易商、放貸人及金融諮詢服務機構互相勾結、欺詐集資的行為。證監會近年加大力度監管保薦人，已處理30宗涉嫌保薦人失當行為的調查，今年上半年擬起訴約60家公司及個人。證監會從嚴監管，清理市場風險，穩固本港全球最安全投資市場的地位，有利本港在內地資本市場擴大開放中發揮更重要作用。
全國人大代表、香港證監會主席雷添良近日在北京兩會表示，在香港參加金融行業的中介機構不少是內地的，所以跨境的監管和執法合作對雙方來說非常重要。近年滬港通、深港通相繼推出，內地企業來港上市數目大增，市場變得複雜，香港證監會推出前置式監管，集中力量查處大案，對互聯互通後的市場監管，有一定示範作用。
香港在粵港澳大灣區建設中的定位是國際金融、航運、貿易中心和國際航空樞紐，自然應擔當起大灣區金融、航運、貿易的領導者角色。大灣區規劃綱要提到，擴大香港與內地居民和機構進行跨境投資的空間，穩步擴大兩地居民投資對方金融產品的渠道，建立資金和產品互通機制。證監會加強金融市場監管，進一步構建法治、廉潔、高效、高水準的國際集資融資平台，能夠吸引更多內地的創新企業來港上市，把香港金融市場做大做強。 （摘錄自香港《文匯報》社評 15-3-2019）
Stricter SFC supervision could enhance Hong Kong's role as leading financial hub
【譯文】The Securities & Futures Commission (SFC) has handed down a record penalty of HK$780 million to UBS, Standard Chartered, Merrill Lynch, and Morgan Stanley yesterday for regulatory failings related to their work as IPO sponsors.
By heavily penalising the investment banking quartet, the SFC has demonstrated its determination in maintaining an orderly financial market. The regulator's swift action has also sent out a strong signal that Hong Kong will do its utmost to protect the interests of investors. These will further consolidate the city's status as an international financial centre. In the process of developing the Guangdong-Hong Kong-Macao Greater Bay Area, Hong Kong bears the heavy responsibility of being the hub for financial services. The SFC's stepped up vigilance and efforts in cleaning up the market can further enhance Hong Kong's exemplary role in the region, while boosting the city's core competitive advantages.
The penalised investment banks, including UBS and Standard Chartered, are all leading international firms and major players in Hong Kong's initial public offering market. However, their failure to carry out their duties as IPO sponsors have left investors with heavy losses and dented Hong Kong's reputation. For instance, as one of the joint sponsors in three IPOs, including China Forestry Holdings' application and Tianhe Chemicals Group's application, UBS has failed to conduct proper due diligence on the accuracy and reliability of its clients' accounts. As a result, the three unqualified candidates obtained their listing status just to collapse shortly after, leaving investors with hefty losses. In the aftermath, UBS was banned from sponsoring IPOs for one year, and has to pay a HK$375 million fine. The SFC also fined Standard Chartered, Merrill Lynch and Morgan Stanley for HK$ 59.7 million, HK$ 128 million and HK$ 224 million respectively, all for failing their duties as IPO sponsors.
With its unprecedented move, the SFC has sent out a clear deterrent signal to the market. Just as the SFC's chief executive officer Ashley Alder said: "The outcome of these enforcement actions for sponsor failures - particularly failings when conducting IPO due diligence - signifies the crucial importance that the SFC places on the high standards of sponsors' conduct... The sanctions send a strong and clear message to the market that the SFC will not hesitate to hold errant sponsors accountable for their misconduct." As an international financial centre, Hong Kong has long been the top IPO destination worldwide. Ensuring the quality of Hong Kong-listed companies is imperative to maintaining both the confidence of investors and the good reputation of the local financial market. Any market misconduct and fraudulent behaviour between licensed dealers, money lenders and financial advisory service providers must be thoroughly curbed. As the SFC tightens its grip on IPO sponsors in recent years, 30 alleged misconduct cases have been investigated so far already. Legal actions on 60 individuals and companies have also been planned in the first half of 2019. The SFC's action to clean up market risks and its strict regulatory regime could strengthen Hong Kong's position as the world's safest market. This could further enhance Hong Kong's role in the opening up of mainland China's market.
As Tim Lui Tim-leung attends the Two-Sessions in Beijing, the SFC chairman and member of China's National People's Congress said that cross-border regulation and enforcement will be the focus of the collaboration between the SFC and its Chinese counterpart, due to the strong presence of Chinese financial intermediaries operating in the Hong Kong financial market.
Ever since the Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect launched, the number of Chinese companies that are listed in Hong Kong have increased dramatically. As the local market environment complicates, the SFC has introduced a "front-loaded" approach, of which more resources are devoted to investigating cases of higher prominence. This approach could serve as a role model when the financial markets between Hong Kong and China become increasingly interconnected.
Hong Kong is positioned as the international finance, shipping, trade, and air traffic centre under the Guangdong-Hong Kong-Macao Greater Bay Area development plan. Hong Kong should therefore shoulder up the responsibility of being the leader in these fields. The Greater Bay Area plan aimed to establish a mechanism for mutual access to capital and products, and steadily expand the channels for Mainland and Hong Kong residents to invest in financial products in each other's market.
By stepping up its regulation, the SFC could help build up a clean, efficient and high-quality international fundraising platform that is protected by the rule of law. This could in turn attract more innovative companies from mainland China to list in Hong Kong, thus further strengthening the local financial market.■Jeffrey Tse (ywc_jeffrey@hotmail.com)
Exercise
1. 證券交易所
2. 企業併購
3. 同股不同權
4. 招股書
5. 洗黑錢
Answer
1. stock exchange
2. mergers & acquisitions (M&A)
3. weighted voting rights
4. prospectus
5. money laundering