Company listing conditions
Selection of listing standards. The secondary board market is different from the main board market. At this stage, its main purpose is to provide financing for emerging small and medium-sized companies in the high-tech field that are operating well, have broad development prospects, and have strong growth potential
Place. Since small and medium-sized high-tech enterprises generally have small operating scales, short operating hours, and uncertain market prospects, their profitability is unstable and there are certain market risks, which makes banks dare not lend to them.
my country's main board market also shuts them out due to high entry barriers, so a capital market that is different from the main board market is particularly needed to provide them with financing channels. Considering the uncertainty of the business prospects of emerging high-tech companies, when building my country's second board market, we must try to lower the market entry threshold. Recently Gao Xiqing also pointed out that the listing requirements for companies on the second board market should be relaxed to lower the entry threshold. The "Draft for Comments" stipulates that for mainland high-tech joint-stock companies, the amount of capital contributed by the promoters of industrial property rights and non-patented technologies may not account for the proportion of the company's registered capital. More than 70 percent.
(1) The share capital is relatively small, but the business requirements may be strict. According to the current listing standards of my country's main board market, the amount of equity subscribed by the company's promoters shall not be less than 30 million yuan, and the total equity of the company after the stock issuance shall not be less than 50 million yuan. Small and medium-sized high-tech enterprises are generally in the startup stage, and their production scale is small and unable to meet the listing conditions on the main board market. Therefore, the second board market should appropriately relax the restrictions on the total share capital of the company and the total share capital owned by the promoters, so as to allow companies that are small in scale, lack funds, but have good product prospects as much as possible.
Good small and medium-sized enterprises are listed on the market. In the early days of the establishment of the second board market in my country, taking into account the characteristics of emerging markets, in order to suppress excessive speculation, prevent and control market risks, and improve the operational quality and efficiency of the market, in addition to appropriate measures
In addition to relaxing the requirements on share capital size, listing conditions will not be looser than those on the main board market. According to the "Trial Measures for the Issuance and Listing of High-tech Enterprise Board Stocks" (hereinafter referred to as the "Trial Measures") promulgated by the China Securities Regulatory Commission at the end of last year, except that the share capital size can be less than 50 million yuan But in addition to not being less than 30 million yuan, other financial and performance indicators
should not be lower than those in the main board market. The "Draft for Comments" stipulates the same. The second board market provides a financing venue for small and medium-sized companies with active business records. While relaxing the conditions for enterprise listing,
the company's business standards and management standards should be strengthened, that is, the company must have outstanding main business, clear
leading products, detailed and rigorous Business development plan, complete and clear business development strategy and huge main business growth potential, as well as a high-quality management team and an efficient and complete management system. With the development of the market, the total equity requirement for companies on the second board market after issuance can be reduced from no less than 30 million yuan to no less than
20 million yuan.
(2) The operating period is relatively short, and there is no minimum profit requirement. The listing rules of the main board market generally have the requirement of "three consecutive years of profitability", and high-tech companies have strong technological innovation capabilities, resulting in rapid technological upgrading and scientific research achievements. The industrialization time is short and cannot meet the above conditions. With the continuous development of the securities market, investors have become increasingly mature, market operations (especially the operation of the main board market) have gradually become standardized, supervision levels have continued to improve, and listings on the secondary board market have Conditions can be gradually relaxed.
Both the "Trial Measures" and the "Draft for Comments" stipulate that enterprises that have continued to operate high-tech businesses for more than two years under the same management (those that issue new shares) are exempt from this requirement. terms and conditions). The reason for this provision is to improve the operational quality of listed companies and avoid the instability of operating performance caused by frequent changes in the company's main business and management. It also stipulates that if the original enterprise has been restructured as a whole or the limited liability company has been changed into a joint stock company in accordance with the law, the operating performance can be continuously calculated and there have been no major violations of laws and regulations in the past two years. There are no false records in financial accounting documents.
In order to enhance the competitiveness and attractiveness of my country's second board market and promote more high-tech enterprises to go public,
listing conditions can be considered to be further relaxed, which has strong research and development capabilities. Enterprises only need to have one year of operating records. There is no minimum profit requirement, and operating performance can be calculated continuously regardless of the ownership nature of the enterprise during its existence. Considering that many Internet companies are not profitable when they are founded, there is no requirement for their profit record, but they need to have a high-growth performance record. The "Trial Measures" once required companies to have a profit record for one year. In the "Draft for Comments", not only has the minimum profit requirement for companies before issuing shares been cancelled, but there is no longer a rigid requirement for the company's expected profit rate. This regulation opens the door for Internet companies to be listed on the second board market. Previously, regulations such as the prohibition of ICPs being listed overseas and the prohibition of non-securities companies from engaging in online securities commission transactions made it almost impossible for some Internet companies to obtain the support of risk funds. , and the high-tech board's profit record requirements and "double-high certification" and other regulations have almost blocked the way for Internet companies to be listed in the country. This new policy change will definitely have a major impact on the performance of the Internet stocks sector on the main board market. At present, many listed companies in the Shanghai and Shenzhen stock exchanges have established, controlled or participated in some Internet and other high-tech companies. As these high-tech companies go public or are spun off, they will be >
Investments in related listed companies have yielded substantial returns. This will have a great promotion effect on the market performance of Internet stocks, whether from the perspective of exploring themes or improving performance
to highlight investment value.
(3) Relax the restrictions on the number of shareholders, and the proportion of public shares can be relatively low. According to the provisions of the "Company Law", the number of promoter shareholders of a joint-stock company shall not be less than 5, and the number of shareholders holding shares with a face value of RMB 1,000 or more shall not be less than 1,000 people. Drawing lessons from the practices of the US NASDAQ small capital market
where the number of shareholders is no less than 300 and the number of shareholders on the Hong Kong GEM market is no less than 100, "
The Trial Measures stipulate that the number of shareholders holding shares with a par value of more than RMB 1,000 can be reduced to no less than 500. The "Draft for Comments" further relaxes the requirements, and the number of shareholders holding shares with a par value of RMB 1,000 is no less than 300. In order to ensure and enhance the liquidity of stocks, the second board market should have enough public shareholders. However, considering that the scale of enterprises in the second board market is smaller than that of the main board market, social public shareholders
The proportion of public shares can be lower than that of the main board market. The "Trial Measures" stipulate that the shares issued by companies on the second board market to the public
account for more than 25% of the company's total shares. The "Draft for Comments" lowers the requirement for this proportion, stipulating that the shares held by the public should reach more than 15% of the total number of company shares.
Regarding the upper limit requirements for this ratio, in accordance with the "High-tech Enterprise Board Stock Issuance and Trading Management Rules (Discussion Draft)"
new public shares issued by companies listed on the High-tech Board The proportion of the total shares to be issued is between 30 and 65
. In view of the fact that all promoter shares of companies listed on the secondary board market can be listed and traded after meeting certain conditions
, the proportion of newly issued public shares to the total shares to be issued should be appropriately controlled. We believe that this proportion
>30-40 is appropriate.
3. The second board market must be a full circulation market. The development of high-tech enterprises and growing small and medium-sized enterprises depends on the support of venture capital. The key factor in establishing and improving the venture capital system is to establish an exit mechanism for venture capital. Although the second board market is not specifically set up for the exit of venture capital, it is an important guarantee for venture capital institutions to withdraw from the original company in order to enter a new round of high-tech project investment. Taking into account
the special movement pattern of venture capital institutions realizing one-time cash through equity transfer, the equity formed by venture capital institutions investing in enterprises
should be tradable. Correspondingly, there are no There are also divisions into public shares, state shares and legal person shares, so it should be a fully tradable market for shares. Equity investments by foreign institutions in Chinese high-tech enterprises can also be circulated. This involves formulating relevant regulations on foreign exchange management and requires relevant supporting reforms. Gao Xiqing said a few days ago that there is a big difference between the second board market and the main board market. On the main board market, there are state-owned shares and legal person shares that are temporarily unable to be listed and circulated. In addition, the "Company Law" stipulates that the issuer's stocks may not be transferred within three years of listing, and the stocks held by senior managers during their tenure may not be transferred.
All shares issued by companies listed on the second board market will be fully tradable (relevant provisions of the "Company Law" will be modified
).
4. There are restrictions on the minimum shareholding and sale of shares by major shareholders. The main purpose of listing high-tech enterprises on the second board market is to solve the capital expansion and exit problems of venture capital, not just to meet the needs of such enterprises. The cash-out needs of entrepreneurial shareholders and management shareholders. Therefore, in order to maintain the continuity of the company's growth, the interests of entrepreneurial shareholders and management shareholders should be organically integrated with the company's operating performance. The share capital held at the time of listing accounts for at least 35% of the issued share capital. Under the arrangement of fully tradable equity, in order to ensure the stability of the company's management, after the company is listed, these major shareholders must accept restrictions on selling certain shares. On the one hand, the current short-term tendency of my country's corporate operations and decision-making behavior
is relatively serious, there is a lack of personal credit, and investors' supervision of listed companies and their management
The restraint mechanism is not enough sound. If there are no restrictions on the sale of shares by the company's senior management and major shareholders, there may be a situation where managers and major shareholders sell the company's shares in large quantities, which is not conducive to maintaining the credibility of the company's management. Stability has resulted in management's lack of long-term commitment to the company's development, thus restricting the company's long-term sustainable development. On the other hand, many domestic high-tech enterprises have applied for listing on the Hong Kong Growth Enterprise Market and the U.S. Nasdaq. The main reason is that the current domestic regulations impose strict restrictions on promoters and senior executives. p>
Trading restrictions on shares held by managers are excessive. If the current practice continues, it will not only restrict the development of domestic high-tech enterprises, but also be detrimental to the establishment of venture capital mechanisms.
Therefore, in order to improve the exit mechanism of risk investment and effectively safeguard the legitimate rights and interests of investors, my country's second board market can learn from the successful operation experience of Hong Kong and the United States market and relax Time limits on promoter shares and shares held by senior management of the company
. The "Draft for Comments" stipulates that all issued shares of a company listed on the second board market can be listed and circulated from the date of listing of the new shares, but the shares held by the promoters will be available for circulation from the initial public offering. Except for those that are less than one year from the
date. Shares held by directors, supervisors, managers and other senior managers cannot be circulated until one year after the stock's listing. At the same time, through demonstration and publicity, companies are encouraged to adopt the internationally accepted rolling lock-in method to restrict the transactions of shares held by senior managers during their tenure. We believe that after the two-year period expires, these senior executives will not be allowed to sell more than 25% of their shares within six consecutive months.
5. The secondary board market should relax the conditions for refinancing such as rights issue. The continuous expansion of share capital is an important manifestation of the development and growth of an enterprise
. In order to improve the follow-up financing capabilities of listed companies on the second board market, enhance their development potential, and promote the long-term sustainable development of listed companies, the second board market needs to provide relaxed facilities for small and medium-sized enterprises.
Refinancing environment. For example, when a small number of high-tech listed companies that urgently need funds to implement high-tech projects are allocating shares
, the requirements for the return on net assets of the allotment, the allotment interval and the allotment ratio can be appropriately relaxed to achieve refinancing
Marketization of capital. (1) Relax the restrictions on the allotment ratio. The allotment of shares by companies listed on the second board market is not subject to Article 2, paragraph 7, of China Securities Regulatory Commission (1994) No. 131 document, which states that "the total number of shares issued by a company in one allotment shall not exceed" 30" of the company's total number of common shares after the company's previous issuance and raising of shares. (2)
Relax the conditions for allotment of shares. Allotments of companies listed on the second board market are not subject to the provisions of China Securities Regulatory Commission (1999) No. 12 document regarding "
This allotment has been separated from the previous issuance by more than one complete accounting year" and "the last three complete accounting years"
The average rate of return on net assets is above 10" and "the rate of return on net assets in any year during the index calculation period shall not be less than 6". For example, the "Draft for Comments" explicitly cancels the allotment condition restriction that "the shares in the previous issuance have been fully raised and there has been an interval of more than one year."
6. Acquisition and merger activities will be more active than the main board market. The development history of modern high-tech enterprises shows that capital management has replaced product management and become the main means of enterprise development, in order to achieve the rapid expansion of enterprises at low cost. The Nasdaq market in the United States is the main battlefield for acquisitions and mergers of American high-tech companies.
It is through acquisitions and mergers that some listed companies belonging to traditional industries have intervened in high-tech industries in various ways to add new vitality and vitality and cultivate A new profit growth point for enterprises; on the other hand, some high-tech enterprises develop rapidly in this way to achieve scale expansion and business expansion. According to statistics, among the 50 largest acquisitions and mergers of high-tech enterprises in the United States in 1999, approximately 90 were completed on the Nasdaq market. From the perspective of mergers and acquisitions industries, communications, computers, and medical and healthcare industries account for a large proportion of mergers and acquisitions. For example, the risky high-tech company Netscape is one of the many beneficiaries of the massive merger wave
. From 1995 to April 1998, Microsoft successfully implemented 28 mergers and 32 investment projects, causing its total assets and net assets to increase by 1.7 times and 1.4 times respectively.
In that
Startkey market, there are many companies like Microsoft that have achieved rapid scale expansion through mergers and acquisitions, such as
Amazon.com, CISCO, Intel, Ecom, Oracle, Amgen, Sun, Dell, etc. Recently,
America Online (AOL) acquired Time Warner (TWX), taking full advantage of the convenience provided by the Nasdaq market to merge through
stock exchange and debt. The total transaction The amount reached US$184 billion, making it the largest merger in the world to date.