New Three Board Preference Shares Open Gate Matching Rules Issued Recently

The securities and Futures Commission recently issued the seventh guidelines for the content and format of information disclosure of unlisted public companies - directional issuance of preferred stock prospectus and issuance report and unlisted public company information disclosure content and format guideline No. eighth - directional issuance preferred stock application document, which made clear the core issue of issuing preferred stock for non listed public companies.

However, it is still necessary to issue details of the stock pfer system when launching specific issues.

"The rules have been confirmed for a long time, but the approval procedures must be fulfilled, which requires the approval of the SFC."

The head of the stock pfer system said it is expected to be introduced soon.

Only review no approval

At present, the non listed public companies mainly refer to the new three board listed company.

For the issuance of preferred shares by these companies, the SFC will be exempt from the approval (the number of preferred shares and ordinary shares of the company is more than 200 combined, except for the issuance of preferred shares in the domestic listed overseas listed companies).

"Self censorship is equivalent to filing review."

The above share pfer system said that the issuance of preferred shares would not involve the examination and approval of administrative licensing, but only by the stock pfer system. The contents of the general review included the compliance of the procedures, the completeness of the materials, and the implementation of the qualified investor system.

In addition to delegating the approval authority, the SFC has also made adjustments to reduce the compliance costs of the company.

That is to say, we should implement the concept of "moderate, objective and flexible" information disclosure supervision, simplify the disclosure content, highlight important information, reduce subjective analysis, encourage companies to "disclose" according to the actual situation, and reduce the compliance costs of companies.

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It seems that the pilot of the preferred stock can enrich the market function of the stock pfer system, provide more choices for qualified investors, and benefit the listed company to broaden the financing channels and carry out mergers and acquisitions.

The new three board listed company has obvious characteristics in the financing structure, and debt financing still occupies an important position.

In April 14th this year, the share pfer system had published a data, that is, the total amount of financing from listed company listing to 14 days was 11 billion 283 million yuan, of which 3 billion 887 million yuan was stock financing, accounting for 34.45%, while debt financing amounted to 7 billion 396 million yuan, accounting for 65.55%.

In terms of debt financing, 90% of listed company's debt financing is bank loans, and joint-stock commercial banks (including listed city commercial banks) are the main sources of financing for listed company.

Prior to the stock pfer system insiders also said that due to the characteristics of listed company in the new three board market, not only rely solely on equity financing, comprehensive development of preferred stock, bonds, asset securitization and other financing varieties are very necessary.

According to the analysis of the industry, preference shares may have little impact on the current pactions in the new three board market, but there is a wealth of financing methods for enterprises.

Especially for small and micro enterprises, preferred stock provides a more appropriate way of financing.

"If these enterprises choose to issue bond financing, the lack of solvency is often a limitation; if they choose to issue shares, the founders will not be willing to dilute the shares."

The person said that without approval and filing review, the issuance of preferred shares between bonds would be more appropriate for small and micro enterprises.

It has been nine months since the regulatory authorities put forward the development of preferred stock.

In November 30th last year, the State Council's Guiding Opinions on the pilot exercise of preferred stock issued that non listed public companies could issue preferred shares in private, and the preferred shares of non-public offering could be pferred in the stock pfer system.

In March 21st this year, the Securities Regulatory Commission promulgated the "preferred stock pilot management measures" to clarify the conditions, procedures, qualified investors and information disclosure of preferred shares issued by non listed public companies.

In September 26th, the SFC issued two documents on the contents and Format Criteria of information disclosure, pointing out the operational paths and regulatory requirements of non listed public companies issuing preferred shares, and defining the issue subjects, exemption approval and pfer places of preferred stock during the pilot period.

However, listed company is not yet able to issue preferred shares.

It was learned that in April of this year, the stock pfer system had basically prepared the supporting business rules for the issuance and pfer of preferred shares of listed company. According to the needs and characteristics of listed company, the operability provisions for issuing and pferring preferred shares were formulated.

The regulations will be released soon after the relevant approval process is completed.