The Principle And Process Of Stock Listing
Shares issued by a joint stock company can be publicly listed on the stock market (Stock Exchange) for listing activities after approval by the relevant departments. Stock pactions must have certain conditions and operate and operate according to certain principles and procedures.
In stock trading, in order to effectively protect the interests of investors and do not harm public interest, the stock market should follow several principles in the process of listing.
(1) openness principle
The principle of openness is the basic principle to be followed when the stock is listed.
It requires stocks to be publicly issued, and listed companies should continuously and timely disclose the company's financial statements, business conditions and other relevant information and information, so that investors can get enough information for analysis and selection, so as to safeguard the interests of investors.
(2) the principle of fairness
It means that every person, institution or department participating in the securities trading activities needs to stand on a fair and objective standpoint to reflect the situation. There must be no concealment, fraud or fraud to cause others to be in the wrong situation.
(3) fairness principle
Refers to all parties, including securities dealers, brokers and investors in the stock market, and the conditions and opportunities in the trading activities should be equal.
(4) voluntary principle
Refers to the various forms of stock pactions, must be based on the premise of voluntary, can not be hard to apportion, obstruct or attach any conditions.
The conditions listed on the stock exchanges are different, but they all include the following items:
(1) capital.
Generally speaking, the paid in capital of a listed company must not be lower than a certain value.
(2) gaining capacity.
Generally speaking, the ratio of net income after tax to total capital reflects profitability. This ratio is generally not lower than a certain value.
(3) basic structure.
Generally speaking, the ratio of net asset value to total assets in recent years reflects capital structure, which is generally not lower than a certain value.
(4) solvency.
In general, the ratio of current assets to current liabilities (i.e. current ratio) is used to reflect solvency in the last year. This ratio is generally not lower than a certain value.
(5) decentralization of shares.
Generally speaking, the number of shareholders of a listed company must not be lower than a certain value.
The conditions for the listing of securities in the stock exchange of the United States of New York are: if a company wants to make its stock listed on the stock exchange, it must meet the following requirements: (1) the pre tax income of the company in the previous year under the condition of perfect competition is above $2 million 500 thousand; the pre tax income of the previous two years should not be less than 200 dollars; (2) the net tangible assets of the company should not be less than 16 million US dollars; (3) the value of the common stock held by the public amounts to 16 million dollars; (4) at least 1 million shares are held for the public; (5) at least 1 million of the shareholders with 5 shares; (<6>) all the financial reports of the company are published regularly and in time.
Capital stock and capital amount, the shares of companies near Tokyo should be more than 500 million yen, and the amount of capital above 500 million yen; the shares outside Tokyo should be above 20 million yen, and the capital amount is more than 1 billion yen; (2) the number of small and medium-sized shareholders should be above 2000; (4) the net value of the shares is more than 5 yen; (4) the net profit per share is above Yen Yen; (1 billion 500 million) the net pre tax net profit in recent years is: yen per year above the yen, and the annual yen is above Japanese yen; (dividend) dividends are distributed above the yen per year in the recent year. The listing standards of the Tokyo stock exchange are: (1) listing
(1) application for listing;
(2) the listing report should specify the main business status, main financial situation, stock issuance and pfer status, and may affect the fluctuation of stock prices and avoid abnormal market conditions.
(3) approval of the issuance of stock documents;
(4) articles of Association;
(5) resolution of the board of directors applying for listing;
(6) documentary evidence of company registration;
(7) register of shareholders;
(8) the balance sheet and profit and loss account of the company certified by certified public accountants and certified public accountants in the past 2 years and 1 months from January to the date of application;
(9) proof of written recommendation of the members of the exchange;
(10) explanation of stock pfer matters;
(11) a description of the announcement of the business status.
If a listed company is listed on the stock market after the listing of securities, it will be reported to the competent authority by the stock exchange. After approval by the Securities Regulatory Commission, the exchange can also stop the sale of some listed securities or even terminate its listing.
(1) major reorganization of listed companies or major changes in the scope of operation of listed companies do not meet the listing standards.
(2) unlisted obligations or financial reports of listed companies, as well as other documents submitted to the stock exchange, are not recorded.
(3) the conduct of directors, supervisors, brokers and shareholders holding more than 5% of the share capital of the listed company is harmful to the interests of the public.
(4) the average trading volume of Listed Companies in the last year is less than 100 shares or no paction has been recorded in the past three months.
(5) the operating conditions of the listed companies are not good, and they have been losing money for the past two years or listed companies are facing bankruptcy.
(6) listed companies have been suspended from banking business because of their credit problems.
(7) listed companies do not pay the listing fees for consecutive quarters.
(8) other reasons led to a suspension of listing of listed companies.
In addition, the shares of listed companies will also be suspended automatically when their shares are issued or dividends are issued.
The problem of a listed company is more serious, or the following circumstances may occur. The stock exchange will, after approval by the relevant securities authorities, make a decision to terminate its listing qualifications for the company with a problem.
(1) the listed companies' suspension of listing has caused serious consequences.
(2) listed companies failed to effectively eliminate the reasons for being suspended during the time of suspension.
(3) listed companies will be dissolved and liquidated.
(4) listed companies must terminate the listing for other reasons.
2. issue price of stock
When a stock issuing company plans to issue shares, it needs to set a issuing price to sell stocks according to different situations.
Generally speaking, there are several kinds of stock issuing prices: face value issue, current price issue, intermediate price issue and discount issue.
1. denomination issue
That is, the issuing price is the face value of the stock.
When the share allocation method is issued, it is generally issued at a fair price and is not affected by the stock market.
Because the market price is often higher than the denomination, the denomination is the issuing price, which enables the subscriber to get the benefit from the price difference, so that the shareholders are willing to subscribe, and also guarantees the stock company's smooth realization of the purpose of raising shares.
2. issue of current price
It is not based on the denomination but on the basis of the stock price (immediate price) in the circulation market.
The price is generally higher than the face value of the ticket. The difference between the two is called a premium, and the proceeds from the premium are owned by the company.
The issuance of current price can enable issuers to raise relatively large capital with relatively few shares, thereby lightening the burden, and at the same time stabilizing the current price of stock in the circulation market and promoting the rational allocation of funds.
It is not necessarily bad for investors to issue the price on time, because the stock market is unpredictable. If the company uses the premium income to improve its business and raise the profits of the company and its shareholders, it will increase the stock price. If the investor can grasp the opportunity and sell the stock at the right time, the cash will be much higher than the purchase amount, but it should not be exactly the same as the prevailing price in the stock market.
When deciding the price, we should also consider the factors such as the degree of difficulty in stock sales, the impact on the original stock price and the possibility of price change during the subscription period. Therefore, it is more reasonable to set the issue price at about 5-10% below the current price.
3. medium price issue
That is to say, the issue price of stock is the middle value of the face value and the market price.
This price is usually used when the current price is higher than the denomination, and the company needs to increase capital but also needs to take care of the original shareholders.
The object of intermediate price issue is usually the original shareholder, which is issued at a compromise price between the current price and the denomination. In fact, part of the difference proceeds will be owned by the original shareholder, and part of it should be owned by the company to expand the business.
Therefore, in the process of shareholders' apportionment, it is necessary to distribute shares proportionately without changing the original shareholders' composition.
4. discount issue
That is, the issue price is less than the face value of the ticket, which is a discount.
There are two kinds of discounted issuance: one is preferential, and the subscriber shares rights and interests through discount.
For example, in order to fully reflect the existing shareholders' preferences, the company's share price is a discount of the face price. The portion of the discount discount is offset by the company's provident fund.
The right of prior shareholders to enjoy preferential purchase and price concessions is called priority stock option.
If the shareholder does not enjoy the right, he can pfer the preferred stock right and sell it.
This is sometimes called a discount price.
The other is that the stock market is not good enough, and there is some difficulty in issuing. The publisher and the promoters agree on a discount rate to attract investors who want to go up.
Since the issuing price of each country must not be lower than the face value of the ticket, such discount issuance must be permitted.
In the international stock market, when determining the issuing price of a new stock, it is generally necessary to consider the data of 4 aspects.
(1) we should refer to the average profit per share after the listing of the listed companies in the past three years in the past three years.
This figure accounts for 40% of the final stock issue price.
(2) we should refer to the average dividend earned by Listed Companies in the past four years in the last four years before being listed, divided by the average dividend rate of other stocks that have been listed in the similar category in the past three years.
This figure accounts for 20% of the final stock issue price.
(3) we need to refer to the most recent net asset value per share of a listed company.
This figure accounts for 20% of the final stock issue price.
(4) we should refer to the expected dividend of the listed company in the year divided by the bank's one-year fixed deposit rate.
Data in this area also account for 20% of the final stock issue price.
3. issuance of shares
Before the listing is issued, the listed company and the agent of the stock issue the securities dealer to sign the agency issue contract, determine the way of issuing the stock, and clarify all the responsibilities.
The way of issuing shares is different according to the risk of issuing. Generally, it is divided into two ways: underwriting and issuing.
1. underwriting issue
It is a stock broker issued by a proxy that will purchase all or part of the new shares issued by the listed company at once, and the entire capital of the stock issue price will be padded.
As financial institutions generally have relatively strong funds, they can pre pay to meet the needs of a large number of capital needed by listed companies. Therefore, listed companies are generally willing to pfer their newly issued shares to the securities dealers for exclusive sale.
If the number of shares issued by a listed company is too large, it is difficult for a securities company to underwrite, and it can be underwritten by several securities companies.
2. way of distribution
It is issued by the listed companies themselves, and only the securities companies are commissioned to sell the securities in the middle. Securities companies sell agent securities only to collect fees from the listed companies.
The underwriting method of stock listing is that listed companies can raise large amounts of funds in the short term to meet the urgent need for capital.
However, generally underwritten securities and underwriters are only bought at the first or lower price of the stock, thus making the listed company lose some of its due gains.
As for the listed companies, although the listed companies can obtain more capital than the underwriting issue, the whole payment time may be very long, so that the listed companies can not get the funds they need in time.
In addition, in order to give the stock a public listing, it gives the public a deep impression of great potential and prosperity. The listed companies often consider the following factors when choosing the timing of stock listing.
(1) the stock market is promising at the time of the preparation and the expected future period.
(2) we should make full preparations for the business of the coming year, so that the general public can expect that the enterprises will be listed in the coming year better than this year; do not have the impression that the company will reach the peak and that there will be great changes in the future or public growing company.
(3) in the company's internal management system, dividend payment and dividend sharing system, the internal distribution system of employees has been determined, and the future development policy has been clearly listed in the future, which will give the exchange and the public a stable feeling. Otherwise, the post market changes will not only affect the stock market, but also seriously lead to a moratorium on the listing.
When examining a listed company, investors can take a look at it and analyze its distribution method and the maturity of the time to market. Sometimes, we can see some deeper information that can be read than its listing notice.
4. the cost of stock listing pactions
The sale of shares is generally entrusted to the broker, and all pactions must pay a certain fee, such as listing fees, paction fees and commission.
Take the Shanghai Stock Exchange listing fees as an example, the various fees include:
1. listing fees
The listing fee is the cost that a listed company will pay to the stock exchange at a certain time and standard after the listing of its shares.
The listing fee includes:
(1) initial fee for listing.
The initial fee will be paid to the stock exchange three days before the issuer is listed on the stock market.
The initial cost of listing is 0.3 per cent of the total value of the issue, and the starting point is 3000 yuan, with a maximum of not more than 10000 yuan.
When the listed stocks are re listed after approval, the issuer shall pay the initial fee of the listing at the 20% of the initial fee.
(2) listing monthly fee.
The monthly fee of the listing is payable by the issuer from the second month from the date of listing to the end of the listing. It is payable on the five day before the month, or quarterly or yearly.
The monthly fee for listing is generally 0.01 per cent of the total value of the issue, with a starting point of 100 yuan and an upper limit of 500 yuan.
The listing fee paid by the issuer will not be refunded if the listed company terminates its listing.
For overdue payment of listed monthly fees, the overdue number of days is 3 yuan per day, and the starting point is 1 yuan.
2. field paction fees
On the spot paction fee is the cost that a securities dealer who enters the stock exchange to conduct on the floor trading activities will pay to the stock exchange at a certain time and certain fee standard.
The paction fee includes:
(1) annual fee.
The annual fee is the annual fee paid by the securities firm to the stock exchange.
Since the year when the securities dealers entered the stock exchange, the securities dealers who engaged in brokers and self operated businesses had to pay an annual fee of 50 thousand yuan to the stock exchange each year, and the broker dealer or self dealer should pay an annual fee of 10 thousand yuan to the stock exchange each year.
(2) handling cost.
The paction cost is the paction fee paid to the stock exchange by a certain proportion of the actual paction amount (calculated at market price) after the paction of the securities business on the stock exchange.
All parties involved in the paction are required to pay the paction cost, which is 0.03 per thousand of the paction amount.
3. Commission
Commission refers to the fee paid to the entrusted securities dealer by a certain percentage of the actual paction amount after the entrustment entrustment the paction.
Commission is also the operating income, or fee income, after the broker has commissioned the paction.
The charge standard for buying and selling stocks is 5 per thousand, and the lowest starting point is 5 yuan.
After the entrustment entrustment sale and purchase, the Commission shall be paid to the securities firm on the basis of the paction amount of 5 per thousand after the delivery to the entrusted securities firm.
Securities dealers may not arbitrarily or in disguise raise or lower the fee standard of the Commission. If the seller fails to make the sale, the securities firm shall not commission the Commission.
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