On November 5, President Xi Jinping announced at the opening ceremony of the first China International Import Expo that he would set up a science and technology board and a pilot registration system on the Shanghai Stock Exchange (hereinafter referred to as the “Shanghai Stock Exchangeâ€). Subsequently, the CSRC and the Shanghai Stock Exchange issued voices one after another, and actively researched and formulated the pilot program for the science and technology board and the registration system, solicited opinions from the market and implemented the approval procedures; encouraged small and medium investors to participate in the science and technology investment through public funds and other means.
This has caused great concern in the capital market and all walks of life. The industry generally believes that the establishment of the science and technology board and the pilot registration system provides a new direct financing channel for the majority of science and technology innovation enterprises, especially small and medium-sized science and technology enterprises, and is an important measure for China to continuously improve the basic system of the capital market.
Setting up a science and technology board can promote investment in the primary market
Although the news of setting up a science and technology board on the Shanghai Stock Exchange has surprised many people, the capital market has already been prepared to expand the channels for direct financing of science and technology enterprises.
From a practical point of view, as early as 2015, the Shanghai Equity Custody Trading Center (hereinafter referred to as “Shanghai Stock Exchange Centerâ€) set up a science and technology board for over-the-counter trading, and established a listing review mechanism centered on information disclosure. At that time, Shanghai issued the "Opinions of the Shanghai Municipal Committee of the Communist Party of China and the Shanghai Municipal People's Government on Accelerating the Construction of a Globally Influential Science and Technology Innovation Center", which proposed to set up a special board for science and technology innovation in the Shanghai Equity Custody Trading Center to support small and medium-sized science and technology innovation and entrepreneurship. The company is listed.
The Kechuang Board established by the Shanghai Stock Exchange Center mainly serves the construction of the Shanghai Science and Technology Innovation Center. In the early stage, it mainly provides services to the technological and innovative small and medium-sized enterprises in Shanghai, especially the Zhangjiang National Independent Innovation Demonstration Zone (22 District). As of September 27 this year, the number of listed companies in the technology innovation board listed in the Shanghai Stock Exchange Center has reached 200.
In the view of Zeng Yiqing, a professor at the Central University of Finance and Law and a vice president of the Securities Law Research Institute of the Chinese Law Society, this is an over-the-counter transaction, but it means that the market has begun to make some attempts. At present, there are dozens of regional equity trading centers across the country, and some have focused on innovative companies.
From a policy perspective, in December 2015, the State Council executive meeting decided to establish a strategic emerging board of the Shanghai Stock Exchange, support the financing of innovative and entrepreneurial enterprises, and promote the listing of special equity structure entrepreneurs in China. In March of this year, the General Office of the State Council forwarded the “Several Opinions on Piloting the Issuance of Stocks or Depositary Receipts in Innovative Enterprisesâ€, which proposed the establishment of a scientific and technological innovation industrialization advisory committee, giving full play to the role of relevant industry authorities and experts and scholars. Select a pilot company.
"These have provided a preliminary reference for the establishment and system construction of the science and technology board, and also reflected the country's determination to increase the direct financing of science and technology innovation enterprises." Zeng Yiqing told the China Youth Daily and China Youth Online reporter.
In the past, many technology companies had to go to overseas listings because they could not reach the domestic capital market listing standards. Nowadays, all countries are taking advantage of technological R&D and original innovation to seize the commanding heights of the future, and set up a science and technology board in China, which can leave more quality enterprises in China.
“This is an incremental reform of the capital market.†Wang Yang, Ph.D., of the Financial Research Institute of the Development Research Center of the State Council, pointed out that the existing sector still has shortcomings in serving technological innovation enterprises. For example, companies that cannot allow “the same shares have different rights†The listing and the company's profit requirements are too high, and the establishment of the science and technology board can make up for the shortcomings of the capital market service technology innovation. "This is not a (sector) repeated construction."
It has been suggested that the existing New Third Board should be developed into a science and technology board to solve the problem of the liquidity of the New Third Board while serving the science and technology enterprises. However, Wang Yang pointed out that the current three boards are currently not highly mobile and there are some problems in objective. As a separate section, Kechuang Board has no historical burden and is easier to install lightly. “A new pricing valuation system can be formedâ€.
It is imperative to choose to set up a science and technology board on the Shanghai Stock Exchange. At present, all the small and medium-sized boards and entrepreneurial editions are submitted to the mainland, but the Shanghai Stock Exchange only has A-share boards, which are structurally simple. After the Hong Kong Stock Exchange revised the listing rules this year, it attracted some mainland emerging companies to go public. "The establishment of a science and technology board will help the three exchanges of Shanghai, Shenzhen and Hong Kong to compete in an orderly manner and complement each other's advantages. And better serve listed companies." Wang Yang told reporters.
According to Shi Bowen, CEO of CSI Gold Fund Management Co., Ltd., companies that can trade in A-shares and GEM must have a profit of tens of millions of yuan, and they will be transmitted to the primary market. Some investors will have a quick and profitable attitude. Choose technology companies that have completed product placement and are profitable. “The emergence of the science and technology board has enabled investors to have an exit channel that focuses on the track and emphasizes innovation in the secondary market, and can also promote investment in the primary market.â€
“This means that investors who originally focused on the seed period do not have to wait until a tree grows fruit to make money.†Zhang Zhigang, general manager of Shanghai Zero Bay Venture Capital Co., Ltd. told reporters.
Who is eligible to receive the "ticket" of the science and technology board
Beijing Ruijian Gaoke Biotechnology Co., Ltd. is a company that develops human body soft tissue regeneration and repair materials. In 2013, the company was incorporated and this year began to consider IPO (IPO).
The founder of the company, Yang Huaixin, told reporters that the new system of the Hong Kong Stock Exchange has great appeal to enterprises. The reform of the listing system of “Emerging and Innovative Industries Companies†implemented by the HKEx in April this year allowed companies with different rights to go public in Hong Kong, and also opened the door to unprofitable biotech companies. However, as soon as the news of the establishment of the science and technology board in the domestic capital market came out, he was prepared to "look and see." For Yang Huaixin, the most concern now is what kind of qualifications a company must have in order to get this ticket for the Science and Technology Board.
Yang Huaixin worked in a US listed company and was familiar with Nasdaq's operating model. Nasdaq conducts three stratifications on the market, selects markets, global markets and capital markets, and relatively weakens financial indicators such as net profit, cash flow, and operating income. On the issue of setting thresholds, Nasdaq does not consider the profitability of enterprises, and even companies with losses can go public.
The HKEx's requirements for listed companies in the biotechnology field are expected to have a market value of not less than HK$1.5 billion. At least 12 months of core product research and development, at least one core product has entered the second or third phase through the concept phase. Clinical trials, etc.
“To prove that a company is a technology company, we need to have quantitative standards, such as a certain number of international patents, etc.†Yang Huaixin believes that the biggest difference between science and technology enterprises and other enterprises lies in the gold content of enterprise technology innovation.
"The establishment of the science and technology board must draw a clear distinction with the small and medium-sized board, the GEM, and the new three board." Li Shuguang, dean of the Graduate School of China University of Political Science and Law, said that from the current point of view, these three sectors have technology-based enterprises, and The board should fully consider the company's scientific and technological content, innovation, the possibility of transformation of results and the possibility of bringing non-linear growth returns. "The entry into the science and technology board should be a company that can become a unicorn."
Looking at the idea of ​​setting up a science and technology board before the Shanghai Stock Exchange Center, the Shanghai Stock Exchange Center divides the science and technology board enterprises into two categories: technology-based enterprises and innovative enterprises.
Among them, the scientific and technological enterprises refer to the relevant certification standards of Zhangjiang High-tech Zone Management Committee, and set quantitative standards from the proportion of R&D investment to operating income, the proportion of R&D personnel, and the proportion of high-tech output value to operating income; Refer to the “Chongqing “Four New†Economic Development Green Paper†of the Municipal Economic Information Commission for the identification of “four new†enterprises; at the same time, set optional listing conditions for start-up and growth enterprises, and emphasize the establishment of start-up enterprises. The content of scientific and technological innovation emphasizes the growth of growth enterprises, and introduces certain financial indicators such as operating income, profit and market value to enterprises in the later stage of growth to improve the coverage of enterprises with different life cycles.
Li Jianjun, founding partner of the maker win-win fund, suggested that the relevant departments must grasp the "degree" on the threshold. Because the science and technology board of the pilot registration system is lower than the threshold of the New Third Board, there may be many qualified enterprises to apply for listing on the “single beeâ€. “When is it necessary to do it on a large scale or raise the threshold?â€
Li Jianjun believes that if the scale is expanded, it may become another "new three board", but setting the threshold is in line with the logic of the market. At the same time, enterprises should be given a cap. "If the scale of the company is high, don't apply for the board of the company, you can consider going to the GEM or the motherboard."
When Li Shuguang recently researched the biomedical industry, he found that different types of technology companies had significant differences in the return on investment cycle. Especially in the field of biomedicine, the long-term development and long investment cycle, but can bring non-linear growth, it is unrealistic to set profit requirements for SMEs in this field. In his view, despite the pilot registration system, in terms of the threshold setting, if the requirements for the profitability of enterprises are not too high, it is necessary to take into account the characteristics of different industries, "do not cut across the board."
Some people in the industry are worried that the Science and Technology Board will become a "dead water pool" like the new three boards at the moment. However, some experts believe that the trading of the new three board relative to the main board is still an over-the-counter transaction, and it is not possible to compare the Kechuang board with the new three board.
"The supply of new three-board enterprises is large, but the trading threshold is too high." In Shi Bowen's view, the investment threshold of 5 million yuan has become one of the factors affecting the activity of the new three boards. To make the science and technology board become a market with confidence, we must let the "water" live.
Investing in the science and technology board, the China Securities Regulatory Commission said that small and medium-sized investors are encouraged to participate in the science and technology investment through public funds and other means. According to the requirements of the Shanghai Stock Exchange Center when setting up a field surgery, the financial assets of individual investors should reach more than 500,000 yuan.
“The public fund is an investment tool for public wealth management. The judgment on the investment target will be relatively cautious. If the public fund is encouraged to participate in the investment of the science and technology board, this means that the supervision and positioning of the science and technology board is not low.†Wen believes that letting public funds participate in investment can allow more funds to flow in, and play the core value of public funds in the capital market - professional pricing power, but at the same time it means that the pilot registration system will be released on the science and technology board. A slightly rigorous road.
However, Zeng Yiqing has different opinions. Although the equity fund is higher than the bond fund in terms of investment risk, the institution that issues the public fund can reduce the investment risk by purchasing a combination fund such as “bond + stockâ€. “This is actually for the issue of the board and the future. The transaction can be more active."
The relevant laws of the pilot registration system should speed up the revision of the pace
The issuance of the stock issuance registration system has been in China for several years.
In 2013, the "Decision of the Central Committee of the Communist Party of China on Comprehensively Deepening Reform of Some Major Issues", which was considered and adopted by the Third Plenary Session of the 18th CPC Central Committee, proposed to "promote the reform of the stock issuance registration system." Since the National People's Congress Standing Committee issued an authorization for the implementation of the issuance of stock issuance in 2015, the society has been concerned about when the approval system will “exit†and when the registration system will “debutâ€. At the beginning of this year, the registration authorization period was extended to February 29, 2020.
Taking the science and technology board as a test field of the registration system, in the view of Li Aijun, president of the Internet Finance Law Institute of China University of Political Science and Law, it is an efficient way to provide high-tech enterprises.
The registration system is different from the current approval system. The approval system is government-led, and enterprises applying for listing must meet the conditions, and securities can be issued on the securities market with the approval of the securities supervision agency. The registration system is concerned with whether the information disclosure is sufficient, true and transparent, whether the company's operations are standardized, etc., and no longer makes substantive judgments on the value of the enterprise. "The registration system is not without review, but the content of the review has changed." Zeng Lanqing pointed out that the core of the registration system is marketization, in order to make the issuance of stocks faster and more efficient.
“Because of the long-term investment habits, the full implementation of the registration system in China, the entire market and investors may not be able to adapt.†Yang Zhaoquan, director of Beijing Weinuo Law Firm, has long been concerned about securities and capital market business. He believes that using the science and technology board as a The registration system pilot, to cultivate investors' self-judgment ability and habits, can be fully prepared for the GEM, small and medium-sized board and even the main board to be registered.
Zhang Zhigang believes that the pilot registration system of Science and Technology Board emphasizes the truth of information disclosure, which is conducive to early scientific and technological innovation enterprises to better regulate themselves. However, from the current point of view, the concerns raised by the society on the pilot registration system of the science and technology board are mainly concentrated in two aspects: impact on other sectors of the capital market and increase investment risks of investors.
"In the short-term, it may cause a certain impact on the main board, small and medium-sized board, especially the ChiNext, causing capital flow. However, in the long run, if the registration system is implemented thoroughly and with appropriate exit mechanism, good enterprises and funds will surely supply and demand. "Sportsman told reporters."
“After the establishment of the science and technology board, supervision cooperation and linkage will be more important in the future. This requires coordination between the CSRC, the Shanghai Stock Exchange and the Shenzhen Stock Exchange.†Zeng Yiqing believes that the measures for controlling and responding to risks mainly include three points: The management of securities intermediaries urges them to return to their positions and do their duty to prevent pre-existing risks. The second is to improve the relief system and strengthen the post-event risk management and enforcement. The third is to further improve the corporate governance of listed companies and achieve an organic combination of internal management and external supervision of risks.
Zeng Lanqing pointed out that although the registration system has lowered the IPO issuance threshold, it is particularly important to protect investors. "For the consequences of fraudulent issuance such as financial fraud and false information disclosure, enterprises that target the science and technology board should set stricter penalties." On the basis of improving relevant supporting systems, the corresponding administrative responsibility, civil liability, and criminal Responsibility needs to be further clarified. In addition, under the registration system, whether or not the exchange, as the main body of supervision and implementation, assumes administrative responsibility, it needs further discussion.
Li Aijun believes that the information disclosure system of Science and Technology Board is stricter than the information disclosure system of non-registered system, and the information disclosure system of Science and Technology Board is formulated from the perspective of fully protecting the interests of investors.
"Registration is a reform around information disclosure and prospectus. There is no corresponding system to follow up. Enterprises are prone to false information disclosure." Li Shuguang believes that the corresponding institutional basis and legal guarantees will be mature before the pilot registration system can be used. Definitely effective.
Li Shuguang suggested that China's capital market should have a diversified listing supervision system. The Shanghai Stock Exchange may consider setting up an assessment mechanism. It can also refer to the establishment of a stock issuance hearing committee in Hong Kong, independent of the SFC and the exchange. "There is no need for a pure registration system to conduct random inspections."
"The relevant laws should also speed up the revision." Li Shuguang pointed out that the revision of the Securities Law only completed the second instance. It is necessary to include the contents of the registration system in the revised draft of the Securities Law and speed up the revision of the Securities Law. In addition, if the policy of “different shares with different rights†is implemented in the science and technology board, it means that the existing “Company Law†should also speed up the revision.
Zeng Yiqing believes that under the premise that the current Securities Law has not been revised, the pilot registration system may need to introduce relevant management measures. “The organization and leading organization for the reform of the stock issuance registration system is the State Council, the State Council is responsible for formulating administrative regulations, and the CSRC and the Exchange are responsible for the specific implementation. It is important to introduce the registration system to ensure the independence of the exchange and strengthen the independence of the CSRC. To clarify the relationship between the CSRC and the exchange."
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