New Third Board Selection Layer Meets System Innovation Again, And "Sponsor + Direct Investment" Mode Of Securities Companies Reappears

On the evening of July 31, heavy policies were issued one after another, but one policy with important directional significance for the direct investment industry of securities companies was submerged in many big news.

On the same day, China Securities Regulatory Commission (CSRC) issued the guidance on the application of regulatory rules - No.1 of institutional category (hereinafter referred to as the "guidelines"), which clearly stated that the institutional innovation of "sponsor + direct investment" should be first tried in the public offering of the new third board, and the restrictions on the investment proportion and investment time point would be relaxed.

Looking back on the history of "sponsor + direct investment" of securities companies, the supervision has changed from encouraging pilot projects to gradually tightening up, to completely banning, and then to the re emergence of "sponsor + direct investment" in securities companies, which has a very important signal significance for the direct investment industry of securities companies.

With regard to the issuance of the guidelines, the person in charge of the relevant departments of the CSRC also said that after the issuance of the guidelines, they would pay close attention to the implementation of the pilot projects, give better play to the role of market restraint and balance mechanism, and gradually explore a more flexible collaborative mechanism for investment and recommendation business of securities companies.

"Sponsor + direct investment" returns

In 2007, CITIC Securities, CICC and other head securities companies became the first batch of securities companies to obtain direct investment pilot license, which opened the channel for securities companies to participate in direct equity investment of unlisted companies.

However, this mode has encountered many doubts from the market since its establishment. Because IPO in China is an approval system at this stage, it is not easy for many companies to go public at that time. Moreover, securities companies, by means of the form of "sponsor + direct investment", suddenly took shares before the listing of many companies. Compared with other equity investment institutions, they are more sure to share the shares of listed companies Right investment dividend.

Since the policy was not detailed at the beginning, and the behavior of practitioners was not constrained, many negative events have been generated in the development of "recommendation + direct investment" business of securities companies, which also gave rise to the corruption of securities investment bank personnel and the corruption of IEC members. The "sudden stock taking" and "bundled listing" once became synonyms of direct investment of securities companies.

As for the fund management agency that intends to be listed on the Securities Regulatory Commission or the Securities Regulatory Commission, or the direct investment agency that intends to carry out the listing business of the securities regulatory company or the direct recommendation company shall not, from the date of 2011, enter into the relevant fund management agreement Enterprises invest.

In fact, the tightening in 2011 is only the starting point of the regulatory tightening on this business channel, because in practice, securities companies still have ways to circumvent regulatory rules.

"In the 2011 documents, the regulatory authorities originally adopted the principle of" signing an investment agreement or first intermediary coordination meeting "to determine" sponsor + direct investment ". Some securities companies will take the investment banks to find out the bottom of the situation, and then introduce securities companies to sign investment agreements, and then formally hold intermediary coordination meetings by investment banks to evade. " A senior representative who has worked for more than 10 years told reporters.

However, in the round of rectification of securities companies' direct investment subsidiaries launched by the CSRC at the end of 2016, it was clear that investment banks should make due diligence, even if it is to carry out the recommendation business in essence, it is difficult to leave any trace. If direct investment is to invest in shares again, it will be obviously illegal and will be severely punished. Securities companies "sponsor + direct investment" business has also withdrawn from the market.

Looking back on history, it is not difficult to understand the surprise expressed by the industry on the release of the guidelines. Specifically, there are two core contents in the guidelines, and one of the rules which is considered by the market as "recommendation + direct investment" mode is: if the issuer intends to publicly issue in the National SME share transfer system and be listed at the selected level, the sponsor or the securities company holding the sponsor before and after the sponsor provides the sponsor service to the issuer, and the foregoing The relevant subsidiaries of the institution can invest in the issuer.

"This rule means that the regulatory authorities will release the time limit for sponsors to invest directly in the selected companies of the new third board, that is," sponsor first, then direct investment. ". It means that the listed company and its subsidiaries can be selected and listed in the national sponsor system, which also means that the sponsor can invest in the relevant institution before and after the securities recommendation system. " Beijing area, a medium-sized securities firm in charge of the new third board business said.

"In fact, the pilot project in the selected layer of the new third board is actually very strong, because the rules not only release the restrictions on the time point of direct investment, but also the restrictions on investors. According to the rules of the science and technology innovation board, if a securities company wants to follow the investment, it must be invested by its subsidiary companies with its own funds. However, there is no limit on the selection layer of the new third board, because the operation space of securities companies is very large. " The analysis of the above senior insurance agent said.

The new third board will become a direct bidding pool

Market participants also have some doubts about the deregulation of the "sponsor + direct investment" business in the selected layer of the new third board, that is, whether the new third board market has solved the problems of interest delivery and sudden equity participation?

In fact, from the perspective of system pilot, the selected layer of the new third board is indeed the most suitable experimental plate at present. First of all, the quality of the new third board enterprises is uneven, and direct investment itself is a high-risk event; second, the new third board select layer market is the stock of enterprises listed publicly, that is to say, when enterprises are in the innovation level, there have been public transactions in the secondary market, which does not exist in the so-called "surprise shares"; third, the selected level enterprises broke out in the first batch of listed enterprises Therefore, the so-called logic of benefit transfer is difficult to establish.

At the same time, for the new third board market, it also needs the strong participation of securities companies' direct investment to strengthen the buyer power.

"This rule in the new three board pilot is conducive to mobilize the enthusiasm of securities companies to directly invest in the listed enterprises of the new third board, and provide necessary policy guarantee for the securities companies to meet the financing needs of the enterprises listed on the new third board at different development stages through relevant subsidiaries. At the same time, up to now, there are 8518 listed companies on the new third board. One of the outstanding problems for investors to participate in the investment in the new third board is the difficulty in choosing investment targets. The sponsor institutions have a deeper understanding of the enterprises they recommend. Their subsidiaries participate in the co investment of their sponsor public offering projects, which shows a high degree of confidence in the recommended enterprises, so it has a strong leading and driving role for investors to choose investment targets. " According to the person in charge of the new third board business of the securities companies mentioned above.

For securities companies, the "sponsor + direct investment" regained opportunities in the selection layer, which means that with the development of the capital market and the promotion of the registration system, the business model is expected to be extended to other sectors in the future, which is undoubtedly good for the development of direct investment business of securities companies.

"In fact, the direct investment business has become an important business component and profit source of many international investment banks. Not only is the income much higher than that of the traditional securities underwriting, but also it is conducive to mining the customer value deeply, thus driving the financing business and M & a business. At the same time, because the investment and financing cycles often alternate, the direct investment business and underwriting business have cycles Therefore, the anti risk ability of investment banks is enhanced. The combination of recommendation business and direct investment business can better play the synergy mechanism among securities companies. " According to the above-mentioned senior insurance agent.

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