New Three Board Comprehensive Reform Of The First Batch Of Policies To Build A Multi-Level Capital Market Interoperability Channel

The overall reform of the new three boards is proceeding step by step.

In November 8th, the SFC and the national share transfer system released the first draft of the first 8 documents to the market (hereinafter referred to as the "draft for comment"), of which two documents at the SFC level included: the revised regulations on the supervision and management of unlisted public companies (hereinafter referred to as the "public company approach") and the newly drafted management measures for information disclosure of non listed public companies (Draft). The six rules of the national share transfer system include: "public issuance of shares to unqualified investors and Listing Rules in selected layers (Trial Implementation)", "stock oriented issuance rules", "hierarchical management measures", "rules of listed company information disclosure", "rules governing listed company governance" and "stock trading rules".

The 8 document covers every corner of the reform, including not only the market entry threshold and related supporting systems, but also the changes in the future supervision of the new three boards. It can be said that the release of the 8 documents has announced the arrival of a new era of the new three board market.

It is worth noting that the new three board reform rules issued by the regulatory authorities have truly established a multi-level capital market connection and opened up a complete interoperability path between the capital market and the tower.

However, several important policies on market concern have not yet been released, such as the specific arrangements for the public fund to enter the market, the specific rules of the new third board selection board, the Shanghai and Shenzhen Stock Exchange, and the adjustment of the appropriateness of the new three board investors. According to the arrangement of the regulators, the landing of the new three board comprehensive reform rules will continue for some time.

Establishment of the core of multilevel system

The draft issued in November 8th clarified the interoperability between the three levels of the new three board market, and laid the foundation for the interoperability of multi-level capital markets.

After the selection of the new third board market, the three tier market structure of "basic level innovation layer - selection layer" will be formed, which will smooth the progressive development path of enterprises in the multi-level capital market, and accurately meet the differentiated demand of different types and different stages of development.

Specifically, the base layer is still located in the enterprise reserve and standardized development, and the access requirements only require enterprises to meet the basic listing conditions. The main function of the innovation layer is to cultivate enterprises on the basis of standardization. The listed company of innovation layer meets the conditions of public offering and the entry conditions of selected layers, and can apply for public issuance and enter the selection layer.

The newly established selection layer is located in high-quality enterprises with good financial status, high market recognition and strong public level, matching the trading and investor suitability system suited to the ownership structure, strictly supervising the selected companies, and creating conditions for the implementation of the transfer system.

The relevant person in charge of the national stock transfer system pointed out: "at the three tier market structure, the national stock transfer system has improved the entry and adjustment mechanisms at all levels to form an orderly market structure. The key point is to optimize the system arrangement of the regular falling layer and the immediate down level in the aspect of lowering the level mechanism, and enrich the triggering descending layer, which not only safeguards the stable operation of the corresponding levels, but also ensures that the listed enterprises no longer meet the corresponding level requirements, and timely guarantee the corresponding overall quality of the corresponding market level enterprises.

The functional orientation and institutional arrangement of different market levels are different and converging. In general, the functions of financing and transaction at all levels are enhanced one by one, and the number and type of investors increase one by one. Accordingly, the requirements for the financial position and level of the public are enhanced one by one, and the regulatory standards are tightened step by step, so as to match the costs and benefits of listing companies at different levels.

The new three board market has also opened up the interconnection mechanism of multi-level capital markets. According to the arrangement of the regulatory authorities, the listed companies that will be listed in the selected layer for one year will be able to apply for listing on the Shanghai and Shenzhen Stock Exchange.

"This arrangement is of great significance. Before that, the new three board listed companies were listed on the Shanghai and Shenzhen stock exchange through the path of IPO, but after that, the new third board selection layer can realize the stock transfer board, and actually opened up the passageway between the multi-level capital markets."

The head of the national stock transfer system also pointed out: "the new three boards and exchanges are important components of China's multi-level capital market. The main function of the new three boards is to foster sustained growth of innovative SMEs. In terms of system, the institutional arrangements for issuing, trading and investor appropriateness of new three boards are all significantly different from those of transactions, which can provide differentiated services for different types of SMEs."

The transfer board to the Shanghai and Shenzhen stock exchanges is upward, and the regional equity exchange is downward. At present, the regional equity market also provides a large number of listed company resources for the new three boards. With the improvement of the multi-level capital market system with multiple functions and complementary functions, the functions of coordination between various levels are increasingly strengthened, and the functions of the new three boards will be more obvious.

Selective temptation

"After the document is put on the official website of the national share transfer system, everyone is learning whether the benchmarking can meet the standard for the first time. We are very concerned about whether we can choose the best choice." Beijing area, an innovative layer of the company's secretaries told reporters.

In the evening of November 8th, the release of the draft was clear about the threshold conditions for the new three board listed companies to enter the selection layer. The reporter realized that the selection level entered the market conditions, financial conditions, decentralization conditions and normative requirements.

Specifically, the market conditions and financial conditions of the selected layer have set four sets of standards. The overall "follow the principles of market value and financial stability requirements". The market value standard is set from low to high gradient, and financial conditions cover different stages of development, industry type and business mode.

The four set of standards has different focuses. The first one focuses on the selection of profitable companies with stable and efficient profit models. The standard focuses on financial indicators, and the market value plays an auxiliary role. The standard two focuses on the growth firms with clear profit pattern and rapid business development, with a preliminary profitability. The standard three is mainly aimed at R & D enterprises with certain R & D capability and initial R & D achievements; and standard four is mainly oriented to highly innovative and innovative enterprises with strong market recognition and R & D capability, but it does not require enterprises' income and profits.

Besides the four set of thresholds, there are indicators of decentralization of equity, including the total amount of capital issued after not less than 30 million yuan, and the number of shareholders after issuance is not less than 200.

As for the index of equity dispersion, the index of equity dispersion is a commonly used listing condition in the domestic and foreign securities market. The company achieves a certain degree of decentralization of shares, is conducive to deepening the external shareholders' restrictions, further improving the level of corporate governance, and is also the basis for matching the continuous competitive bidding mode of selected companies. The preceding national share transfer officer said.

In addition, the threshold of the selected layer also includes a negative list. Some previously punished or ill judged enterprises will not be selected even if they meet the first two criteria.

Due to the complexity of standards and the large number of conditions involved, the market size of potential enterprises in the short time is not clear in a short time. However, according to the rough prediction of the first time after the launch of the policy, there are about 500 enterprises entering the selection layer at present.

"The standards are clear. Many enterprises have been trying hard to meet the standards to attack the selection layer since November, in order to impact the selection layer as anchor, and the enterprises in the basic level also have the power to impact the innovation layer, and the whole new three board market will be active." Peng Hai, the head of new three board research, told reporters.