Heavy! The new three board reform has landed! Substantial solution to liquidity, stratification... Will funds be diverted from A shares? The most comprehensive interpretation of the ten key points
The NEEQ ushered in the hottest reforms on the coldest winter solstice day. The industry has long anticipated the New Third Board and New Deal, and it finally landed today!
The New Deal mainly includes three documents: One is the "Measures for the Hierarchical Management of Listed Companies in the National SME Share Transfer System", the second is the "Details of the National SME Share Transfer System for Stock Transfer", and the third is the "National Small and Medium-sized Detailed Rules for Information Disclosure of Companies Listed on the Enterprise Share Transfer System".
Today, the "three arrows" of the New OTC market are launched in three aspects: trading system, layering mechanism and information disclosure Reform measures to solve the problems of unfair market pricing mechanism, lack of liquidity, uneven quality of innovative companies, and difficult supervision.
The market reforms this round of the new three board China’s brokerage reporter learned that this afternoon, the chairman of the China Securities Regulatory Commission Liu Shiyu just approved the reform measures of the new third board, and the National Equities Exchanged Corporation held a press conference to announce the implementation of the policy. It can be seen that the regulatory authorities are also actively responding In response to market demands.
What changes will be brought to the NEEQ market after the introduction of the New Deal? Will it have an impact on A shares, especially the ChiNext? Different from the exchange market, the NEEQ investors are mainly institutional investors and high-net-worth groups (the NEEQ funding threshold is 5 million). Even if auction transactions are introduced, they are conditional auction transactions, not continuous collective auctions. In the short term, it will only make the transactions of innovative enterprises more active, and will not divert market funds on a large scale. The introduction of call auction transactions is mainly to improve the pricing mechanism of the New Third Board, make prices more fair, allow the market to function, and help improve market liquidity.
The specific reform focuses on the blackboard:
1. In the differentiated standards for the access conditions of the innovation layer, reduce the net profit standard, increase the operating income standard, and add the bid market value standard .
First, the net profit has been reduced from an average of no less than 20 million yuan in two years to no less than 10 million yuan in both years.
The second is to reduce the return on net assets from no less than 10% to no less than 8%.
The third is to increase the minimum equity requirement of 20 million yuan.
Fourth, the two-year average operating income will be increased from no less than 40 million yuan to no less than 60 million yuan, while keeping the compound growth rate of operating income unchanged.
Fifth, the "market-making market value" is revised to "market-making market value or auction market value", that is, the average market value of the 60 market-making or auction transfer days that have recently been transacted is not less than 600 million yuan.
Sixth, the shareholders’ equity shall be adjusted to no less than 50 million yuan to share capital not less than 50 million yuan.
Comments: Generally speaking, the financial threshold of the innovation layer of the new third board has been appropriately raised in terms of financial indicators. It can be expected that the coverage of the innovation layer will expand and the quality of the innovation layer will improve, but it will not appear initially The situation of large-scale expansion of innovation-level companies.
2. The requirement that "the number of qualified investors should not be less than 50" has been added to the entry requirements of the innovation layer. In addition, the establishment of mandatory downgrading, due to the correction of annual report data or the existence of financial fraud or market manipulation, resulting in companies that do not meet the standards of the innovation layer, the National Equity Exchange Corporation will directly adjust it to the basic layer within 20 transfer days.
Comment: Compulsory stratification can be described as a "Dammos" for listed companies that violate laws and regulations, such as irregular operations and fraud."Sword", not only may be forced to downgrade, but also may be delisted.
3. The maintenance conditions of the innovation layer are adjusted to be based on legal compliance and basic financial requirements, mainly including sound corporate governance, There are no major violations of laws or regulations, regular reports are disclosed in accordance with regulations, net assets at the end of the most recent fiscal year are not negative, and the financial accounting reports of the most recent three fiscal years have not been audited by a non-standard audit opinion issued by an accounting firm.
Comment: Most listed companies are small, medium and micro enterprises, and performance fluctuations are a normal phenomenon in their operations. The maintenance conditions for the innovation layer based on financial indicators can easily lead to the company's "large inflows and outflows" and frequent rises and falls. The accompanying changes in trading methods have both operational risks and easily lead to market instability. Therefore, clarification of compliance requirements can prevent such risks.
4. Implement differentiated institutional arrangements based on layers In terms of the differentiation of stock transfer methods, for listed companies that adopt the call auction transfer method, the innovation-level companies are matched 5 times per transfer day; while the basic-level companies are only matched once per transfer day. In terms of information disclosure systems, The disclosure requirements of quarterly reports, performance reports, and performance forecasts have been added to innovation-level companies, and strict requirements have been imposed on the implementation of auditing standards, and information disclosure by industry has been initially realized; the disclosure requirements of basic-level companies have remained basically unchanged.
Comments: Differentiated institutional arrangements not only provide a better institutional environment for the innovation level, but also require listed companies at the innovation level to perform more obligations and be subject to stricter supervision.
5. Introduce a call auction trading system. The intraday trading method of stocks originally adopted by agreement transfer method is uniformly adjusted to call auction, and at the same time, it is matched with tiers to implement differentiated matching frequency.
Comments: The introduction of call auctions will bring subversive reforms to the price discovery mechanism of the New Third Board, and it will also be beneficial to improving market liquidity.
6. Classification will relieve the need for agreement transfer, and the amount of single declaration Transactions of less than 100,000 shares or the transfer amount of not less than 1 million yuan can be transferred by agreement through the transaction system; for the need for agreement transfer of specific items, you can apply for the transaction of specific item agreement transfer business. Improve the market-making transfer method and adopt Market-making transfer of stocks, increase the agreement transfer arrangements under specific conditions; reform the closing price determination mechanism to enhance price stability.
Comment: The agreement transfer has basically turned into an after-hours block transaction, and the new third board in the future The trading system will be based on call auctions and market making.
7. The base layer call auction stocks are matched once a day, and the matching time is 15:00 on each transfer day; the innovation layer call auction stocks Matching 5 times a day, the matching time is 9:30, 10:30, 11:30, 14:00, 15:00 on each transfer day.
Comment: The time schedule is clarified, and the innovation level Will get more trading opportunities, and will also attract more companies to work hard to reach the innovation level.
8. After the IPO review policy of NEEQ companies with "three types of shareholders" is clear, the motivation for listed companies to withdraw from market making will no longer exist.
Comments: This means that the "three types of shareholders" policy will be clear, or the China Securities Regulatory Commission will issue relevant rules, and high-quality NEEQ listed companies trapped in the "three types of shareholders" can wait for the rules to be released.
9. Since the implementation date of the rules, the intraday trading method of stocks that originally adopted the agreement transfer method will be uniformly adjusted to the call auction transfer method, and the stocks that originally adopted the market-making transfer method will continue to use the market-making transfer method. transfer.
Comment: The principle of conversion of trading methods is clarified.
10. The trading system will be implemented after the new system goes live on January 15; the time for hierarchical implementation will remain unchanged, it will be April 30 next year; the information disclosure rules will start from this year’s annual report, that is, the 2017 annual report Implement.
Comment: The implementation time of the three major policies is clear, which also shows that listed companies still have four months to sprint to the innovation level.
1 The top priority of reform: stratification to lay the foundation for subsequent reforms
At today’s press conference, Li, general manager of the National Equities Exchange Ming, Deputy General Manager Sui Qiang, and Deputy General Manager Zhang Mei were all present at the same time, and all the heads of business departments were also present. They also looked forward to the reform for a long time.
Li Ming introduced that the National Equities Exchange and Quotations issued the newly formulated "Measures for the Hierarchical Management of Listed Companies in the National SME Share Transfer System" (referred to as the "Layered Management Measures") and the "National SME Share Transfer System Share Transfer Rules" (referred to as "Transfer Rules"), "National SME Share Transfer System Listed Companies Information Disclosure Rules" (referred to as "Detailed Rules"), these are the implementation of the spirit of the Party’s 19th National Congress of the China Securities Regulatory Commission and the national financial industry.An important measure to make conference arrangements and promote the healthy development of the multi-level capital market marks a key step in deepening the reform of the New Third Board.
As of the end of November 2017, there were 11,645 companies listed on the New OTC Market, of which 5,426 companies have completed 8,279 stock issuances, with a total financing of 388.822 billion yuan. As the "tower base" of the multi-level capital market, the New Third Board has "growth troubles". After the implementation of the stratification system, the access standard of the innovation layer-profitability requirements are too high, resulting in a number of high-quality listed companies missing the innovation layer; standards; 2. The low requirements on the scale of revenue have led to a group of companies with weak financial stability and high operating risks entering the innovation level; the lack of common access standards for indicators such as the number of shareholders has led to uneven publicization levels of innovative companies Uneven.
Driven by the problem orientation, the modification and improvement of the stratification system this time adjusts some of the access and maintenance standards of the innovation layer, promotes more high-quality enterprises to gather in the innovation layer, and improves the public of the innovation layer company The level of globalization has laid the foundation for the launch of subsequent reform measures.
First, in the differentiated access standards, the net profit standard has been reduced, the operating income standard has been raised, and the auction market value standard has been added.
The second is to increase the requirement that "the number of qualified investors is not less than 50" in the common access standards.
The third is to focus on improving the stability of innovation-level companies to prevent "large inflows and outflows", and change the maintenance standards to focus on legal compliance and basic financial requirements.
Along with it, the reform of the trading system and the information disclosure system was launched. Li Ming pointed out that the reform of the trading system embodies a clear problem orientation, and aims to solve the problems of unfair pricing of the current negotiated transfer method, unrecognized market, and difficult supervision, and improve the price discovery mechanism of the new third board market in order to continuously improve market liquidity. Laying the foundation mainly includes specific measures such as the introduction of call auctions, optimization of agreement transfers, and consolidation of market-making transfers.
The first is the introduction of call auctions. The intraday trading method of stocks originally adopted by agreement transfer is adjusted to call auctions. The trading methods during the intraday period are call auctions and market-making transfers, which are available for listed companies to independently select. Matching with market stratification, differentiated matching frequency is implemented for stocks that adopt the transfer method of call auction. The basic layer adopts a call auction at the closing time of the day, and the innovation layer adopts a call auction that is matched every hour, for a total of 5 times a day.
The second is to optimize the agreement transfer. In order to meet the reasonable agreement transfer needs of market participants, this transaction system reform provides two transaction methods: after-hours agreement transfer and specific event agreement transfer. Agreement transfers that meet a certain quantity, amount and corresponding price limits can be declared in the market through the trading system and transacted after the market; for reasonable special transfer needs such as acquisition, gambling performance, and transfer under the same actual controller, it can be offline It can be satisfied by applying for the transfer of specific matters.
The third is to consolidate market-making transfers and make appropriate adjustments and improvements. Continue to adhere to and encourage market-making transfers. While improving the mechanism for forming the closing price of market-making transfers, the negotiated transfer method is also applicable to listed stocks that are transferred by market-making.
In terms of the reform of the information disclosure system, the "Detailed Rules for Information Disclosure of Listed Companies on the National Small and Medium-sized Enterprise Share Transfer System" was newly formulated this time. On the basis of insisting on the truthfulness, accuracy, completeness, timeliness and fairness of information disclosure, Explore and implement a differentiated information disclosure system between innovation-level enterprises and basic-level enterprises. In view of the higher degree of publicization of innovative companies, strict requirements are imposed on their information disclosure. The basic layer company continued to implement the existing information disclosure rules, but made amendments to individual regulations that were too strict and obviously unreasonable.
2 Improved stratification mechanism and major revisions to financial indicators
As the "ballast stone" of this reform, the stratification system has made many changes Among them, the financial standards for the access conditions of the innovation layer have been adjusted more. Including:
The first standard is profitability. The original stipulation was that "the last two consecutive years have been profitable, and the average annual net profit shall be no less than 20 million yuan, and the weighted average return on equity shall not be less than 10% on average in the last two years." In order to expand the coverage of the innovation layer to high-quality companies, the net profit has been reduced from an average of no less than 20 million yuan in two years to no less than 10 million yuan in both years, and the return on net assets has been reduced from no less than 10% to no less than 8%; At the same time, in order to prevent companies with too small scale and unstable operations from entering the innovation level, the minimum equity requirement of 20 million yuan has been increased.
The standard focuses on company growth. The original stipulation was that “the average operating income in the last two years should not be less than 40 million yuan, and the compound growth rate of operating income should not be less than 50%”; in order to prevent companies with too small income scale and large performance fluctuations from entering the innovation layer, the innovation layer should be improved. The quality of the company keeps the two-year average operating income from being lowIncrease from RMB 40 million to no less than RMB 60 million, while keeping the compound growth rate of operating income unchanged.
The standard triple is recognized in the market. The original stipulation was that "the average market value of the 60 market-making transfer days with recent transactions should be no less than 600 million yuan". In order to be in line with the call auction trading method after the trading system reform, the "market-making market value" was changed to "doing market value". Market value or bid market value". At the same time, considering that standard three has no profit and income requirements, the company's operating risks are relatively high, and the company's net assets should have a higher standard, and the shareholders' equity should be adjusted to no less than 50 million yuan in share capital not less than 50 million yuan.
Li Ming introduced that the modification and improvement of the stratification standard this time is not a simple adjustment of individual stratification indicators, but focuses on the overall consideration of expanding the coverage of the innovation layer and improving the quality of the innovation layer company In the process of optimizing and adjusting the financial standards of the innovation layer, the national equity transfer company has referred to and absorbed many factors:
First, the change trend of macroeconomic indicators is considered to set the financial standards The impact is mainly to reduce the return on net assets from 10% to 8% with reference to the changing trend of market interest rates and investment returns in recent years.
The second is to focus on the organic connection and dislocation development of the multi-level capital market, with reference to the financial standard requirements of the GEM IPO and the overall financial status of the IPO company, and mainly adjust the net profit indicators.
The third is to adjust the operating income and its growth rate, total equity and other indicators based on the operating status and financial data of the listed company.
It is worth noting that the improvement of the stratification mechanism has added the requirement of "the number of qualified investors shall not be less than 50" in the access conditions of the innovation layer. Li Ming pointed out that the regulations on the number of qualified investors, strictly speaking, are not new requirements for innovative companies. In fact, in the maintenance conditions of the innovation level, there was originally a requirement that the number of qualified investors should not be less than 50. The purpose is to guide and encourage the innovation level companies to improve the level of publicity. This revision only moves this regulation forward to the access link, which not only matches the differentiated stock transfer system implemented by the innovation layer, but also helps maintain consistency in the access link and maintenance link standards.
In addition, in addition to financial indicators, which is one of the main conditions, "the two-year average net profit is not less than 12 million yuan, and the average return on net assets is not less than 6%", the innovation layer maintains condition adjustments In order to focus on legal compliance and basic financial requirements, it mainly includes sound corporate governance, no major violations of laws and regulations, disclosure of regular reports in accordance with regulations, non-negative net assets at the end of the most recent fiscal year, and financial results for the most recent three fiscal years. The accounting report has not been issued by an accounting firm without a non-standard audit opinion audit report, etc.
Li Ming said that the adjusted maintenance conditions of the innovation layer not only reflect the tolerance of the operating characteristics of small, medium and micro enterprises, but also grasp the bottom-line requirements for risk control. In the annual hierarchical adjustment, innovative companies that do not meet the above maintenance conditions due to violations of laws and regulations or doubts about their ability to continue operations will be adjusted to the basic level. In addition to the annual periodic adjustments, the "Lateralization Management Measures" also stipulates a mandatory downgrading system; for companies that do not meet the innovation-level standards due to correction of annual report data or the existence of financial fraud or market manipulation, etc. The equity transfer company will directly adjust it to the basic layer within 20 transfer days.
It is understood that the National Equities Exchange and Quotations will start the 2018 market stratification adjustment work on April 30, 2018. By then, listed companies that have entered the innovation layer in 2017 can continue to remain in the innovation layer as long as they meet the requirements for maintaining the innovation layer in the "Layered Management Measures"; the basic layer listed companies meet the innovation requirements of the "Layered Management Measures" Level access conditions, enter the innovation level.
3 Introduce call auction and cancel intraday agreement transfer
This reform includes four aspects of the transaction system:
The first is to introduce a collective auction trading system. The intraday trading method of stocks that originally adopted the agreement transfer method is uniformly adjusted to collective auction, and at the same time, it is matched with tiers to implement differentiated matching frequencies.
The second is to relieve the need for agreement transfer by classification. For transactions with a single declared quantity of not less than 100,000 shares or a transfer amount of not less than 1 million yuan, they can be transferred by agreement through the trading system; For the needs of the agreement transfer of the matter, you can apply for the transaction of the agreement transfer business of the specific matter.
The third is to improve the market-making transfer method, adopt the market-making transfer method of stocks, and increase the agreement transfer arrangements under specific conditions; reform the closing price determination mechanism to enhance price stability.
The fourth is to include the effective price range declared in the form of notice in the previous period into the "Transfer Rules."
Li Ming introduced that the transaction system reformDuring the reform process, the National Equities Exchange and Quotations Company fully considered the liquidity issues that the market is concerned about. From the perspective of market operation, market liquidity depends on many factors, the most basic of which are company fundamentals, shareholder structure, and degree of equity dispersion. The reform of the trading system, especially the introduction of call auctions, adapts to the current liquidity situation of the New Third Board market and changes in liquidity demand after the reform, laying the foundation and reserved space for continuous improvement of liquidity.
The introduction of the call auction system this time, on the basis of comprehensive consideration of the liquidity level of the basic layer and innovation layer stocks and investor trading needs, it is determined that the basic layer call auction stocks are matched once a day. The matching time is 15:00 on each transfer day; the innovation layer call auction stocks are matched 5 times a day, and the matching time is 9:30, 10:30, 11:30, 14:00, 15:00 on each transfer day .
Regarding the agreement transfer, the intraday agreement transfer is essentially cancelled. For transactions with a single declared quantity of not less than 100,000 shares or a transfer amount of not less than 1 million yuan, it can be carried out through the trading system Agreement transfer, that is, after-market block trading platform, the rules stipulate that the transaction price should not be higher than 200% of the previous closing price or the higher of the highest price that has been transacted on the day, and not less than 50% or 50% of the previous closing price. The lower of the lowest price that has been transacted on the day, the National Equity Transfer System currently accepts the agreement transfer transaction confirmation declaration and the time for transaction confirmation is 15:00 to 15:30 on each transfer day, and related technology development will be completed in the future. And after the test, the intraday period will also accept declarations. At the same time, it is possible to apply for transaction agreement transfer services for specific matters due to acquisitions, changes in share rights or the introduction of strategic investors and other specific matters.
In terms of the market-making system, it is mainly through institutional adjustments that the market has resolved the prominent closing price and supporting agreement transaction issues: First, improve the closing price determination mechanism, and set the closing price as the current last transaction. The price is determined, modified to be determined based on the volume-weighted average price 15 minutes before the last transaction (including the last transaction) to improve the stability and resistance to manipulation of the closing price. The second is to increase the agreement transaction arrangement, and the market-making stocks that meet the conditions can also be transferred through the trading system or through the declaration of specific matters.
Li Ming pointed out that the main reason for the current listed companies to withdraw from market making is to control the entry of three types of shareholders. After the IPO review policy of the new third board companies with "three types of shareholders" holdings is clear, the listed companies withdraw from market making. The driving force will no longer exist, which is conducive to the consolidation and development of the market-making sector.
"In view of the characteristics of the call auction and after-hours agreement transfer trading system, the National Equity Exchange Corporation has developed corresponding monitoring and early warning indicators, which will affect the virtual trading price (volume) and actual Abnormal trading behaviors such as transaction prices (volumes), and illegal activities such as the use of after-hours agreement transfers to transfer benefits, etc., are strictly monitored." The relevant person in charge of the National Equity Exchange Company said that at the same time, the listed company’s insiders and their affiliates are involved in stock transactions. The National Equities Exchange and Quotations will also focus on monitoring behaviors, stock transactions with no previous closing prices, etc.
According to the regulations, since the implementation of the "Transfer Rules", the intraday trading method of stocks that originally adopted the agreement transfer method will be uniformly adjusted to the call auction transfer method, and the stocks that originally adopted the market-making transfer method will continue to adopt the transfer method. Transfer by way of market-making transfer. Before the implementation date of the "Transfer Regulations", if the stocks are to be transferred by agreement and the application materials have been accepted, if the stocks are listed after the implementation date (including the implementation day), the transfer method will be adopted by collective bidding when listing. Listed companies do not need to resubmit application materials. The specific requirements and procedures for the change of the transfer method of listed enterprises, the determination and change of the transfer method of the enterprises under review and the enterprises to be declared shall be handled in accordance with the Guidelines.
In addition, in terms of information disclosure, there are different requirements for the information disclosure of innovative companies in the following aspects:
One is to increase the frequency of information disclosure of innovative companies. On the basis of requiring the disclosure of annual reports and semi-annual reports, the requirements for the disclosure of quarterly reports have been increased, while the basic layer companies remain unchanged.
The second is the new "performance bulletin" and "performance forecast" systems for innovation-level companies. If the annual report of the innovation-level company is disclosed late or if there is a large change in annual net profit, it will be required Disclose the corresponding "performance bulletin" and "performance forecast" to ensure the timeliness of information disclosure.
The third is strict audit requirements. Innovative companies must cooperate with accounting firms to implement the relevant provisions of "Auditing Standards No. 1504-Communicating Key Audit Matters in Audit Reports", and require certified public accountants on a regular basis Rotation.
The fourth is to realize industry-specific information disclosure in innovative companies, and disclose the revenue of different products and services.Information such as input composition, industry status, and regulatory policy changes will improve the pertinence of information disclosure. Fifth, it is required that innovative companies must establish a board secretary, establish an access assessment mechanism for the board secretary, improve the quality of information disclosure management personnel, and reduce ignorance and mistakes.
Li Ming introduced that, in the next step, the National Equities Exchanged Corporation will formulate guidelines and format templates for regular reports and temporary reports of listed companies at the innovation level and basic level, and clarify specific information disclosure requirements for differentiation.
Enter [New OTC Topics] discussion