The reporter noted that in addition to the original shareholders, the shareholder structure of the new shares of the North Stock Exchange also includes investors who entered the secondary market in the listing stage, forming an old shareholder group. However, from the actual situation, under the current sales restriction mechanism, due to the difference in continuous costs, the old shareholders are under great pressure to sell, which aggravates the imbalance between supply and demand of new shares in the North Stock Exchange and promotes the lack of market liquidity.
Does the current sales restriction mechanism need to be optimized and adjusted? Cailian reporter recently interviewed a number of market participants. It is suggested that the Beijing Stock Exchange optimize the rules of sales restriction and reduction, adjust the scope of sales restriction from 10% to 5%, or even 1%, implement differentiated sales restriction arrangements for the length of sales restriction, and limit the annual reduction ratio of controlling shareholders, actual controllers and directors.
How to treat the current sales restriction arrangement?
It can be seen that the institutional arrangement of Beijing Telecom's sales restriction and reduction remains unchanged in general, and the shares before this public offering held by controlling shareholders, actual controllers and more than 65,438+00% shareholders need to be restricted for sale within 65,438+02 months after listing. In addition, the system of restricting sales and reducing holdings also clarifies the legal requirement that the shares held by directors of the company shall not be reduced within 65,438+02 months after listing, and increases the situation that major shareholders and directors may not reduce their holdings.
According to the listing rules of the North Exchange, the current system of restricting sales and reducing holdings is mainly as follows:
The controlling shareholders, actual controllers and their relatives of a listed company, as well as shareholders who directly hold more than 65,438+00% of the shares before listing, or related parties who actually control more than 65,438+00% of the voting rights of the shares, shall not transfer or entrust others to manage the shares of the company held or controlled before public offering to unspecified qualified investors within 65,438+02 months from the date of public offering and listing.
According to the Company Law, the shares of the company held by directors, supervisors and senior managers of a listed company shall not be transferred within 65,438+02 months from the date of listing, and the shares transferred each year during their term of office shall not exceed 25% of the total shares of the company held by them, and shall not be transferred within 6 months after leaving the company.
If the company is unprofitable at the time of listing, the controlling shareholder, actual controller, directors, supervisors and senior management personnel shall not reduce their shares before the public offering and listing within two years from the date of listing of the company's shares; After the company has made a profit, it may reduce its shares before the public offering and listing from the day after the disclosure of the annual report of that year, but it shall comply with the relevant provisions of this section. If the company's supervisors and senior managers leave their posts within the time limit specified in the preceding paragraph, they shall continue to abide by the provisions of the preceding paragraph.
Considering the liquidity of listed companies' shares, the North Exchange has relaxed the limit on the number of shares to be reduced through centralized bidding. Shareholders, actual controllers, directors, supervisors and senior managers who hold more than 5% of the shares plan to reduce their shares through centralized bidding by the North Exchange, they shall disclose the reduction plan in advance 15 trading days before the first sale. If the total number of shares reduced by centralized bidding of the North Exchange within three months exceeds the total number of shares of the company 1%, the reduction plan shall be disclosed in advance 30 trading days before the initial sale, and the progress of the reduction by half shall be disclosed, and the specific reduction shall be announced in time when the completion or interval expires.
It can be said that from the design point of view, the reduction system of the North Stock Exchange is a more flexible design type, especially the small and medium-sized board listed in the North Stock Exchange is more flexible in the early stage of development, aiming at maintaining the balance between reduction and sales restriction.
However, at present, it seems that the institutional arrangement of transferring to the selected level may not fully adapt to the objective situation that the two ends of investment and financing are incompatible during the scale expansion period of the North Exchange, especially the imbalance between supply and demand has produced indirect breaking pressure. The data shows that the increase of high-limit new shares on the first day is much higher than that of low-limit companies. In the case that the issue price of individual enterprises is equivalent to the net assets per share, the first-day break rate is still as high as 20% due to the large selling volume of old shareholders.
The orderly reform of the basic system of the capital market will help guide the market to further standardize and develop healthily. In this regard, Zhou Yunnan, a senior commentator of the New Third Board and founder of Beijing Nanshan Investment, told the Cailian News Agency that the restrictions on the listing of the North Stock Exchange are different from those of the Shanghai and Shenzhen IPOs, mainly considering the particularity of the New Third Board transactions and the feedback function to the New Third Board. "The low sales restriction rate is a double-edged sword for the market. When the market is good, it is helpful to the supply of stocks and the activity of the market, and when the market is bad, it may be a suppression of the market. For companies listed on the North Exchange, it is agreed to adjust the mandatory sales restriction threshold from 10% to 5%. "
Although it is considered that the threshold can be adjusted, Zhou Yunnan also mentioned that a lower adjustment, such as 1%, may not be conducive to the market transactions of the New Third Board, and at the same time, the controlling shareholder, actual controller and Dong can be required to promise not to be lower than the issue price.
The reduction system is further refined.
According to the reporter's understanding, since the establishment of the North Exchange, a set of market-oriented restraint mechanism with information disclosure as the core has been initially explored and constructed, and the overall operation is stable.
On June 30th, 2022, based on the Measures for Continuous Supervision of Listed Companies of Beijing Stock Exchange (Trial) and the Rules for Listing of Stocks of Beijing Stock Exchange (Trial), combined with the supervision practice and market suggestions, Beijing Stock Exchange formulated the No.8 Guidelines for Continuous Supervision of Listed Companies of Beijing Stock Exchange-Management of Share Reduction and Holding, which was held in February, 2022. The purpose is to further standardize the behavior of "key minority" such as controlling shareholders, shareholders holding more than 5% shares, actual controllers, directors, supervisors and senior managers of listed companies in the North Exchange, and protect the legitimate rights and interests of investors.
After the reporter combed, the regulatory guidelines refined the relevant upper-level institutional rules, which is conducive to all parties in the market to better understand the relevant arrangements for implementing share reduction, mainly clarifying the following three aspects:
First, the pre-disclosure requirements for reducing holdings through block transactions and agreement transfer are clarified. In order to unify the regulatory arrangements, clarify market expectations and prevent regulatory arbitrage, the regulatory guidelines are clear, and the major shareholders and directors who transfer their shares through block transactions or agreements should also disclose them 65,438+05 trading days in advance.
The second is to clarify the criteria for judging the source of shares. According to the Listing Rules, there is no need to pre-disclose the shares bought by major shareholders and actual controllers through bidding or market-making through the North Stock Exchange and the national share transfer system. In practice, there are many consultations on how to judge the source of shares when holding both "shares that should be disclosed in advance" and "shares that do not need to be disclosed in advance". To this end, the "Regulatory Guidelines" stipulates that if the major shareholder and the actual controller hold both the pre-disclosed shares that are suitable for reduction and the pre-disclosed shares that are not suitable for reduction, when the relevant entities reduce their shares, they will be regarded as giving priority to reducing the pre-disclosed shares that are not applicable.
The third is to clarify the requirements for reducing shares and the connection between the two businesses. Recently, Beijing Stock Exchange issued the Rules for Margin Trading of Beijing Stock Exchange and its supporting guidelines, and two financing businesses are expected to be launched after the Spring Festival of the Year of the Rabbit. Investors' participation in margin financing and securities lending business involves cross-application related to the requirement of share reduction, and the relevant continuous supervision requirements need to be connected with the financial integration system in an orderly manner. The "Regulatory Guidelines" make it clear that relevant requirements should be applied to the consolidated calculation of credit accounts and general accounts when investors participate in margin financing and securities lending business.
The relevant person in charge of the North Exchange said that the above-mentioned "Regulatory Guidelines" are not only conducive to the understanding and implementation of all parties, but also reduce the reduction of violations and improve the standard operation level; It is also conducive to preventing regulatory arbitrage, maintaining trading order and protecting the rights and interests of small and medium investors. It further stated that in the next step, the North Exchange will continue to study and evaluate the effect of the reduction management mechanism in combination with the actual market development and system operation practice to ensure the smooth operation of the market.