The Fourteenth Phase Of Deep Vision Regulation: The Reform Consensus Of Gem

Trade-offs, trade-offs, anchoring, stability and distance.

In twenty-first Century, the economic news reporter was informed that the main institutional rules of the gem reform and the pilot registration system were officially solicited from the public in April 27th, and the consultation ended in May 11th. During that time, the Shenzhen Stock Exchange carried out various forms of communication such as media briefing, on-site seminars and one to one communication sessions on the reform plan and main rules. Representative training.

Survival of the fittest, strict import and export clearance, and a more efficient flow to improve the quality of listed companies have become the consensus of the market.

One thousand people have one thousand Hamlett in mind, and there are different voices in the specific arrangements for listing conditions and delisting system in the draft.

Unlike "white paper", the reform of gem with a market value of seven trillion must take account of stock and increment. Facing the unusually complicated and grand system breakthrough, how to absorb all suggestions and achieve the "best solution" in reality is an important factor for the success of the gem reform and the pilot registration system.

Reporters learned from a number of ways the opinions of some market participants.

Finding the right position: the "tightness scale" of the listing conditions

Increasing inclusiveness is one of the biggest expectations of the market for the gem reform and the pilot registration system.

In this reform, the gem takes into consideration the indicators of market value, income and net profit, setting up diversified and abundant listing conditions, adapting to the needs of different growth stages and different types of innovation and start-up enterprises, and greatly increasing the inclusiveness. However, the market parties have different views on the inclusive scale of listing standards.

For example, the most important listing standard of earnings: "the net profit in recent two years is positive, and the total net profit is not less than 50 million yuan" and "the market value is not less than 1 billion yuan. The net profit is positive in the latest year and the operating income is not less than 100 million yuan". Some market organizations and insiders believe that the profit requirement of the standard is obviously higher than that of the original listing standard, which is not conducive to expanding the inclusiveness of the growth enterprise market. It is suggested to moderately reduce the number of small and medium-sized innovative enterprises with a relatively small profit scale and less than 1 billion yuan of market value into the support scope of the gem.

But a large Beijing broker pointed out that "under the background of the rapid development of China's economy, thousands of enterprises can achieve the first set of profit criteria. Some enterprises that are weak in risk tolerance may not be able to withstand the test of macroeconomic fluctuations and are hard to bring sustained good returns to investors.

Some market participants say that the standard is not high and the standard is too low. It is easy to appear too much "barrier lake" phenomenon in queuing enterprises, and may lead to "invisible threshold" in subsequent audit, or the "good and bad" of the new listed companies, which will harm the interests of investors.

It's hard to adjust. Such a polarized market is inevitable. But if we consider the overall situation of the market, the present profit listing standard may be the best decision based on the actual conditions.

A senior investment banker said that although the listing standard of GEM has improved compared with the original standard, it actually lowered the threshold for listing. Compared with the recent two years, the profit level of the new listed companies of GEM has been significantly reduced. At the same time, the standard is also related to the current economic development needs, the actual situation of GEM companies and the functional orientation of various levels of the capital market. It helps to ensure the stability and continuity of reform. In addition, some market participants admitted that "at the beginning of the registration system, no matter how the present conditions are appropriately reducing the threshold, the key is to hope that the exchange can strictly control the quality."

Different institutions have different attitudes towards the listing and transitional arrangements of unprofitable enterprises.

Our reporter has learned that the market organizations and insiders who have made feedback suggest that the threshold of listing for non profit making enterprises is relatively high. It is recommended to reduce the market value of the third sets of listing standards, or to set up a set of or more sets of listing standards with moderate market value in combination with R & D investment and cash flow. At the same time, it is recommended to cancel or shorten the third listing standards. The implementation period should be postponed; it is recommended that unprofitable red chip enterprises and special equity structure enterprises should be allowed to go public.

However, in the view of many market players, the support of gem to unprofitable enterprises can not be discussed without considering the actual situation of stock listed companies and investors.

Small and medium investors in gem account for relatively high investment volume, value judgment and risk bearing capacity, which correspondingly raise higher requirements for the maturity of enterprises.

Senior investment bankers believe that, at the beginning of the reform, the gem should take stock market reality and investor characteristics into full consideration, and still focus on the listing of profitable enterprises. After a year's transition period, a larger scale of non profit enterprises will be allowed to be listed again, which will make the incremental company under the gem registration system more close to the risk level and development stage of the stock company, which will help investors understand. And acceptance is a safer choice for the pilot registration system in the stock market. "

It is worth mentioning that, when the implementation plan of the gem reform was adopted, the Central Committee comprehensively deepened the reform committee meeting to put forward the request for the gem, and "promoted the formation of a moderately competitive pattern with emphasis on each other and complemented each other".

For profit making enterprises, the listing standards of gem are lower than those of past practice, and they are basically consistent with the science and technology board, which is in line with the requirements of "forming a moderate competition pattern". For unprofitable enterprises, the implementation time of the listing standards of unprofitable enterprises will be evaluated after one year, which is the embodiment of "focusing on each other and complemented each other".

At the same time, the GEM Listing Rules (Draft) stipulates that the exchange can adjust the listing conditions and specific standards according to the market conditions and approved by the China Securities Regulatory Commission, so as to reserve room for further reform and improvement of the listing conditions.

Game theory on delisting system

After talking about "entering", let's talk about "go out" again.

Market delisting is the direction of reform. Especially after the implementation of registration system, with the steady growth of market scale and rational regression of valuation level, the accelerated differentiation of listed companies is the consensus of the industry. The marketization delisting function of market indicators such as market value and face value will be further waved, and the decisive role of market selection mechanism will be further strengthened.

The reform of the delisting system has become one of the hot topics among the parties. Some of the criteria and transitional arrangements for some delisting indicators have been carefully considered in the solicitation of opinions.

A major highlight of this revision is the increase of 500 million yuan market value of trading indicators, but the 500 million yuan market value of the delisting index seems to be "a bit high" for some investors. Some people believe that: "since there is no market requirement in part of the listing of gem, the market delisting standard should not be applied to such enterprises, otherwise it will lead to conflicts between the listing conditions and the delisting criteria. For example, companies that have been profitable for two consecutive years with a total value of more than 50 million yuan but whose market value is less than 500 million yuan can apply for listing, and they also touch on the delisting standard, making policy self phase. Contradictions. "

In another way, the delisting system is based on the concept of "survival of the fittest" and "improving the quality of listed companies". It is designed to increase the recognition rate of the market, standardize the problem seriously, or continue to operate poorly.

Although some of the current listing standards of earnings have no market value index, no matter what conditions are listed, the company must have a certain market value.

Some agencies also suggested that from the history and current situation of gem stock companies, the trigger probability of 500 million yuan index is still low, and it is recommended to further raise the standard to 1 billion yuan.

But in the new era, Pan Xiangdong, vice president and chief economist of securities, said: "the active exploration of the gem in the delisting system and the directive significance of the diversified delisting of listed companies is greater than the specific value."

From the perspective of long-term development, the delisting system and the whole market reform are gradual but not overnight. From this point of view, based on the status quo of stock company valuation, we should set up a compromise standard of 500 million yuan at this stage, and make sure that the exchange rate can adjust the specific indicators timely when the market fluctuates greatly.

Another serious concern is the transitional arrangement for the delisting system. The general arrangement for the transitional period put forward by the exchange is, "when the new rules have been suspended before listing, and if they are suspended from listing according to the 2019 annual report of the original rules, the original Listing Rules", "the net profit plus income" stipulated in the new listing rules, the warning of financial delisting risks such as "net profit plus income", "net assets and audit opinion" shall be applied, and shall be calculated in the first fiscal year of 2020.

Some investors suggested that the new rules should be treated equally, giving buffer periods to all companies and applying the new rules and delisting indicators, giving the stock companies at the edge of the market a chance of "rebirth".

However, in the eyes of most institutions and investors, setting up a clear and clear Transitional Plan for the new rules will not only avoid a sudden attack on the stock companies by applying the new rules, but also ensure that the companies that have touched the relevant rules of the original rules and continue to disclose the risks of delisting are not lost in the net, and will not disrupt market expectations and fairness.

The strict implementation of the delisting system is a consensus of the market. The stable investment expectation based on the existing rules and information is the foundation for the survival and development of the market, safeguarding the trust interest of the market, maintaining the seriousness of the rules system, avoiding the impact of the institutional change and unreasonable arbitrage, so as to maximize the long-term interests of the parties involved.

Leniency and strictness: differentiated stock reduction arrangements

As one of the basic systems of the capital market, the reduction system involves major issues such as the full play of market functions and the adjustment of multi party interests. The extension or reduction of lock period has always been the focus of controversy among the market.

Our reporter has learned that in the process of soliciting opinions on the Listing Rules of gem, there are market participants who suggest further liberalization of the reduction of proportion, especially for PE, VC and other institutions, so as to increase market supply and reduce the shortage of new shares caused by insufficient supply. The logic is that PE, VC and so on have no significant impact on the company's management decisions, and the necessity of binding interests is not strong.

But on the other hand, there are investors who believe that under the circumstances of "wide entry" of the gem registration system, it is proposed to further extend the lock up period for major shareholders to 60 months.

As a matter of fact, in order to return to the initial stage of legal system construction, the purpose of the reduction system is to guide shareholders and directors to reduce shares in a high standard, rational and orderly manner, while maintaining market stability and promoting market liquidity.

Insiders pointed out that from the revision of the GEM Listing Rules, we can see that the gem set different reduction requirements for different listed entities, and further strengthen disclosure requirements, and appropriately optimize the reduction system. It includes strengthening the arrangement of stock reduction for unprofitable enterprises, strengthening the disclosure requirements of the reduction of key shareholders, allowing shareholders to transfer the shares before the transfer through the non-public transfer and placing mode, and making clear the specific arrangements, which will provide further space for the next reform of the reduction system.

At present, the reduction rules may not yet meet the market expectations, but since 2017, the SFC has been improving the reduction rules, such as relaxing the restriction of venture capital funds in the early stage, and constantly pushing forward the marketization reform of relevant rules.

Under the background of the new crown pneumonia epidemic, the situation faced by macroeconomic and social development is complex and severe. The reform of gem and trial registration system may encounter new situations and new problems at any time. To promote "incremental + stock" reform, we need to explore in terms of system adaptation, new and old convergence, and coordinated development. Every institutional arrangement is a result of repeated trade-offs.

Some market participants believe that reform is difficult to achieve in a single step. It may not reach the ideal level, but it is an appropriate choice based on the present and is also the driving force for continuous reform in the future.

In twenty-first Century, the economic report reporter learned that the reform of gem is only part of the comprehensive deepening reform of the capital market. In addition to optimizing the listing conditions and improving the delisting mechanism, the reform will further improve the refinancing, mergers and acquisitions market mechanism and enhance equity incentive flexibility on the basis of previous amendments to the SFC, and the relevant systems will also be further improved in the future.