Will most complete interpretation of the ten points from a diversion of funds shares after three new board reform | three new board | a share | listed company

    Three new board on the coldest day of the winter solstice ushered in the reform's hottest。
For the new board of the New Deal, the industry has long been expected, today has finally landed!  Deal includes three files: one is the "national SME share transfer system listed companies hierarchical management approach", the second is the "national SME share transfer system stock transfer rules', the third is the" national SME share transfer system listed company information disclosure Rules "。   Today, the new three-panel market, "three arrows shot", the introduction of reform measures in the trading system, hierarchical mechanisms, disclosure of information in three areas to address the current market pricing mechanism is not fair, lack of liquidity, innovative company level uneven levels of quality, regulatory difficult issues。
  Market expectations for a long time for this round of three new board reform, brokerage Chinese reporter has learned that this afternoon, Commission Chairman Liu Shi Yu Ganggang reform measures approved by the new board of the National Shares of the company held a press conference to announce the policy floor, we can see , regulators also actively respond to the demands of the market。
  The New Deal, new three-panel market will be what changes?Are stocks in particular, will give a GEM impact?Different from the exchange market, investors three new board to institutional investors and high net worth groups (three new board capital threshold of 5 million) mainly, even if the introduction of the auction, but the auction is conditional, not a continuous auction in the short term will only make innovation more active layer of business transactions, not large-scale diversion of funds market。 Collection introduced auction is mainly to improve the pricing mechanism of the new board, so prices are more fair, so that the market can play a role to help improve liquidity in the market。
  Specific focus of reform knock on the blackboard: 1, the difference in the standard access conditions for innovation layer, Tiaojian net profit standards, improve operating income standard, the new standard bidding market value。   First, the net profit decreased from an average of not less than 20 million yuan for two years to two years, not less than 10 million。
  Second, the rate of return on net assets of not less than 10% reduced to not less than 8%。
  The third is to increase the minimum capital requirements of 20 million yuan。   Fourth, the two-year operating income increased from the average of not less than 40 million yuan to not less than 60 million yuan, while retaining the revenue compound annual growth rate unchanged。   Five is to "make a market capitalization" to "make a market capitalization or market value of the auction," that recently traded 60 market-making or auction sale average daily market capitalization of less than 600 million yuan。
  Sixth, the shareholders' equity adjusted for the share capital of not less than 50 million yuan less than 50 million。   Comments: Overall, the financial indicators in an appropriate increase in the financial threshold of the new three-panel layer of innovation, innovation can be expected to expand coverage layer, layer innovation will improve the quality of the company, but a preliminary look at the case of a large expansion of the company's innovative layer does not appear。
  2, an increase of "not less than 50 the number of qualified investors" requirements in the innovation layer access conditions in。
In addition, a mandatory reduction layer, due to correct or report data to determine the existence of financial fraud or market manipulation case, leading the company does not meet the criteria of innovation layer, the country shares the company will be directly transferred to the base layer to adjust it in 20 days after transfer。
  Comments: mandatory stratification operation is not standardized, there is fraud and other illegal situation of listed companies can be described as "Damo Si sword", not only may be forced to lower layer, there may be delisted。
  3, innovation layer is adjusted to maintain the conditions of legal compliance and basic financial requirements, mainly including sound corporate governance, no major illegal, according to require the disclosure of periodic reports, the most recent fiscal year closing net assets are not negative, recent three fiscal years of financial and accounting reports audit report has not been issued by accounting firms and other non-standard audit opinion。   Comment: listed companies, mostly small and medium micro enterprises, operating performance volatility is a normal phenomenon, the main financial indicators of innovation tier maintenance conditions, the company easily lead to "great quantities", frequent lifting layer, thus accompanying transactions change, there was not only operational risks, but also easily lead to market instability。
So clear of compliance requirements, it is possible to prevent such risks。
  4, arranged according to a hierarchical implementation of differentiated system。
In terms of differentiation stock transfer mode, transfer mode for the use of auction of listed companies, innovative companies in each layer of the transfer of match day five times; each company and the transfer of the base layer only match day 1。 In terms of information disclosure system, level of innovation the company increased its quarterly report, the results of Letters and performance notice disclosure and other requirements, strict requirements in the implementation of auditing standards and so on, and primarily achieved industry disclosure of information; and the base layer remained firm disclosure requirements constant。
  Comments: differentiated institutional arrangements, is to give a better institutional environment innovation layer, but also the requirements listed in the company's innovative layer needs to fulfill more obligations, subject to more stringent regulation。   5, the introduction of call auction trading system, to take stock of the original intraday trading contract transfer of unified at auction, while supporting the stratification, the implementation of differentiated matching frequency。
  Comments: The introduction of auction will bring disruptive to the price discovery mechanism reform three new board, while improving market liquidity is also good。
  As illustrated, the transfer protocol classification Solution 6 world demand for a single declaration of not less than 10 million number or transfer the amount of not less than 100 million transactions, transactions may be negotiated transfer system; for a protocol belonging to a particular matter transfer needs may apply for specific items of business transfer agreement。 Perfect way to make the transfer of the city, the city takes to make way transfer of stock, increasing the agreement under certain conditions transfer arrangements; reform the closing price determination mechanism, enhance price stability。
  Comments: The basic transformed into a transfer agreement after-hours block trading, future trading system three new board will be auction-based and market-making。
  7, the base layer 1 auction stock matching day, the date of transfer times for each match 15:00; innovation stock daily auction matching layer 5, the transfer time to each match day 9: 30,10: 30,11: 30,14: 00,15: 00。
  Comments: a clear timeframe, innovative layer will get more trading opportunities, will attract more enterprises to achieve a standard level of innovation efforts。
  8, there are "three types of shareholders' holdings after three new board company IPO audit policy clear, listed companies to exit the market making power will cease to exist。
  Comments: This means "three shareholders" will clear policy, or the relevant rules issued by the SFC, trapped in the "three shareholders," high-quality three new board listed companies can wait baked rules。
  9, from the date of implementation of the rules, to take stock of the original intraday trading contract transfer of unified at auction transfer mode, the original way the city takes to make the transfer of shares still continue to take the city to make way transfers were for sale。
  Comments: explicit conversion principles of trading。
  10, trading system after January 15 Nisshin line on the system implementation; temporal layering implemented unchanged at April 30 of next year; information disclosure rules from the annual report this year, began the implementation of 2017 Annual Report。
  Comments: Three clear policy implementation time, also shows that listed companies to be innovative layer sprint time of four months。
  1 priority reforms: reforms to lay the foundation for the subsequent stratification in today's press conference, Li Ming, general manager of China shares turn, deputy general manager of Sui strong, deputy general manager Zhang Mei sits at the same time, the business department heads also were present, they also look forward to a long time for reform。
  Li introduced China shares turn the company issued a "national SME share transfer system listed companies hierarchical management approach" to develop new (referred to as "hierarchical management approach") and "National SME share transfer system stock transfer rules" (referred to as "transfer Rules"), "National SME share transfer system listed company information disclosure rules" (the "Rules"), which the Commission is to implement the spirit of the party of nineteen and national financial work conference deployment, the promotion of multi-level capital market an important measure to the healthy development of three new board marks the deepening of reform has taken a key step。
  As of the end of November mid-2017, three new board listed companies amounted to 11,645, of which, 5426 the company completed the 8279 share issue, the total amount of financing one hundred million yuan。 As a multi-level capital market, "Taki" three new board there is a "growing pains", after stratification system is implemented, innovative floor access standards requires a high profit, resulting in a number of high-quality listed companies missed the innovation layer; standard two revenue size requirements for low, resulting in a number of weak financial stability, higher business risk of the company into the innovation layer; a lack of common standards for admittance requirements on the number of shareholders and other indicators of the level of innovation resulting in the public's mixed layer missing。
  In the problem-oriented drive, revise and improve the stratification system, adjust the portion of the access layer of innovation and maintain standards and promote more high-quality companies to gather innovations layer, to improve the level of public company's innovative layer for the subsequent reform measures the launch of the foundation。
  First, the difference of access standards, the net profit Tiaojian standards, improve operating income standard, the new standard bidding market value。
  Second is to increase "the number of qualified investors no less than 50 people" in the common access standards required。
  The third is to focus on improving the company's innovative layer stability, to prevent the "great quantities" will be changed to maintain the standard of legal compliance and basic financial requirements based。   Along with supporting the reform launched in conjunction trading system and information disclosure system。 Li pointed out that the reform of trading system reflects distinctive problem-oriented, aimed at resolving the current contract transfer pricing is not fair, the market does not endorse, big difficulty of monitoring such issues, improve the price discovery mechanism of the new three-panel market, to continue to improve market liquidity to lay the foundation, including the introduction of auction, to optimize the transfer agreement, the transfer of the consolidation of market making and other specific measures。   First, the introduction auction, original take stock intraday trading contract transfer of unified at auction, intraday trading period for the auction and do two kinds of transfer market for listed companies to choose。
And supporting stratified market, to take the way of auction for sale of shares of the frequency difference of the match, taking the daily closing time base layer 1 auction, bid matching set of innovative layer taken once per hour, a total of 5 times a day。
  The second is to optimize the transfer agreement。
In order to meet market participants reasonable person transfer protocol requirements, the reform provides after-hours trading system transfer agreement with the particular matter transfer agreement two exchange。 Agreement to meet certain amount, and the corresponding amount of the transfer price limits, can be declared by intraday trading system, after-hours transactions; for reasonable special transfer needs to acquire, on gambling performance and transfer under the actual control of the same person can be online by applying for a specific transfer protocol matters to be met。
  The third is to consolidate the market making the transfer, and be properly adjusted and improved。
Continue to adhere to market-making and to encourage the transfer, the transfer of market making in improving the formation mechanism of the closing price at the same time, the agreement applies to the transfer of market making way together with the transfer of listed shares。   In terms of information disclosure system reform, the development of a new "national SME share transfer system listed company information disclosure rules", while adhering to the information disclosed is true, accurate, complete, timely and equitable basis, to explore and implement innovative business layer the base layer of business diversification of information disclosure system。 Given the high degree of innovation layer public company, its strict requirements of disclosing information。 The company continues to implement the existing base layer information disclosure rules, but for which the requirements are too stringent and unreasonable individual provisions made significant modifications。   2 layered improve the mechanism, modified as the big financial indicators of reform "ballast stone", a hierarchical system made a number of modifications, of which financial criteria adjustment layer access conditions more innovation。
It includes: a standard focuses on profitability。 The original defined as "the last two years of continuous profitability, and the average annual net profit of not less than 20 million yuan, the weighted average of the last two years the average return on net assets of not less than 10%."。 To expand the coverage of the company's innovative layer of high-quality, two-year average net profit of not less than 20 million yuan reduced to two years, not less than 10 million, net capital gains rate of not less than 10% is reduced to not less than 8%; at the same time, in order to prevent the scale is too small, innovative companies to enter the unstable operating level, increasing 20 million yuan minimum share capital requirement。   Standard Two focuses on the company's growth。
The original defined as "the last two years the average operating income of not less than 4,000 million, operating income compound annual growth rate of not less than 50%"; to prevent the income scale is too small, volatile performance of the company into the innovation layer, layer to enhance innovation the company quality, two-year operating income will increase from the average of not less than 40 million yuan to not less than 60 million yuan, while retaining the revenue compound annual growth rate unchanged。
  Standard triple the market acceptance。 The original defined as "recently traded 60 days to make the transfer of the city's average market capitalization of not less than 600 million yuan" for auction transactions after the reform and trade system convergence, will "make a market capitalization" to "do City bid market value or market value. "。 Meanwhile, considering the standard three no profit and revenue requirements, the company's business risk, the company's net assets should have a higher standard, not less than 50 million yuan of shareholders' equity adjusted for the share capital of not less than 50 million yuan。
  Li introduced, this revision of the standard layered sound, not a simple transfer of individual indicators stratified by Diaojian, but rather focus on innovation layer and consider expanding the coverage and improve the quality of the company's target level of innovation, innovation in optimal adjustment process level financial criteria, and the National reference shares of companies and borrowing many factors: First, consider the impact of changes in macroeconomic indicators trends on the financial standards set, mainly with reference to market interest rates, the return on investment in recent years trend, the return on equity increased from 10% down to 8%。
  Second, focus on the organic links and the development of multi-level capital market dislocation, refer to the GEM Listing of financial standards and overall financial situation of IPO companies, the major indexes were adjusted for net profit。   Third, according to listing the company's operating and financial data, and its revenue growth rate, the total share capital and other indicators have been adjusted。   It is noteworthy that the stratification improve the mechanism to increase the "number of qualified investors no less than 50 people" requires innovation in layer access conditions。
Li pointed out that the provisions concerning the number of qualified investors, strictly speaking, is not a new requirement for the company's innovative layer。 In fact, conditions are maintained innovation layer, had had less than a prescribed number of qualified investors 50 people, precisely in order to guide and encourage innovation and raise public company level layer。
The only modification will be moved to the front part of this provision access to both the implementation and innovation layer differentiation stock transfer system to match, but also conducive to access links and maintain standards consistent link。   In addition to financial indicators, that is one of the main conditions "not less than two years, average net profit of 12 million yuan, the average net assets of not less than 6%," but conditions are adjusted to maintain a level of innovation to legal compliance and the basic financial requirements, mainly including sound corporate governance, no major illegal, according to require the disclosure of periodic reports, the most recent fiscal year closing net assets are not negative, financial and accounting reports for the last three fiscal years are not accounting firms issued a qualified audit opinion of the audit report, etc.。
  Li said that innovation layer adjusted to maintain the conditions, not only embodies the inclusion of small and medium micro enterprises operating characteristics, but also to grasp the bottom line risk control。 When stratified adjusted annually due to illegal or doubtful led to the continued viability of the company does not meet the above layer of innovation to maintain the conditions will be adjusted to the base layer。 In addition to regular annual adjustment, "hierarchical management approach" also provides for the mandatory reduction layer system; for annual data due to corrections or perceived there is a case of financial fraud or market manipulation, leading the company does not meet the standard level of innovation, the National shares of the company will be adjusted directly to the base layer in the transfer of 20 days。   It is understood that the National Shares of the company will be April 30, 2018 start of the 2018 market stratification adjustment。 By then, 2017 has entered the listed company's innovative layer, layer of innovation that they meet the provisions of the "hierarchical management approach" to maintain the condition can remain in the innovation layer; a base layer listed company, in line with the provisions of innovation "hierarchical management approach." layer access, enter the innovation layer。   3 introduces auction, intraday cancel the transfer agreement, including the reform of the trading system in four aspects: First, the introduction of auction trading system, to take stock of the original intraday trading contract transfer of unified at auction, and at the same time stratified supporting the implementation of differentiated matching frequency。
  Second, classification relieve transfer needs the agreement, the number of single declaration for not less than 10 million shares, or transfer an amount not less than 100 million transactions, transactions can be negotiated transfer system; transfer needs for belonging to a particular matter of agreement, can apply specific business transfer agreement considerations。
  Third, improve the way the city to do the transfer, the transfer takes to make way market shares, increasing the agreement under certain conditions transfer arrangements; reform the closing price determination mechanism, enhance price stability。   Fourth, the pre-specified by notice declare the effective price range into the "Transfer Rules"。
  Li reports, the trading system reform process, the country's share transfer companies give sufficient consideration to liquidity problems in the markets concerned。
From the actual operation of the market, the market liquidity depends on many factors, the most basic fundamentals of the company, shareholder structure, ownership dispersion, etc.。
Reform of the trading system in particular, the introduction of auction, to adapt to the changes in the liquidity situation and the reform of stage three new board market liquidity requirements, it laid the foundation for continuous improvement of liquidity, reserved space。
  The introduction of auction system, in considering the basis of the base layer and the level of liquidity and investor demand for innovative transaction layer stock is determined on the basis of the stock daily auction matching layer 1, the transfer of match times for each day 15:00; innovation layer stock auction five times a day match, match times for each day of the transfer of 9: 30,10: 30,11: 30,14: 00,15: 00。   For the transfer agreement, essentially canceled the disk transfer agreement, while the number for a single declaration of not less than 10 million shares, or transfer an amount not less than 100 million transactions, transactions can be negotiated transfer system, namely the after-hours block trading platform, rules, the price should not be higher than the previous closing price of 200% of the maximum price or the date of the transaction in higher, not lower than 50% of the previous closing price of the date of the transaction or the minimum price the lower of the national share transfer system at this stage to accept the agreement confirming the transfer transaction reporting as well as sales confirmation of the transfer time for each day from 15:00 to 15:30, after future pending related technology development and test, intraday session It will also accept the declaration。
At the same time, demand for protocol-specific issues due to the transfer of acquisitions, changes in equity shares or introduce strategic investors, may apply for a specific business transfer agreement considerations。
  In the market-making system, mainly to solve the market closing price reflects the more prominent issues and supporting trade agreements through institutional adjustments: First, improving the mechanisms for determining the closing price, the closing price determined by the current pen the last transaction price, according to the final revised to 1 before transactions (including the last transactions) for 15 minutes to determine volume-weighted average, improve handling stability and resistance to closing price。 Second, increase the transaction agreement arrangements to meet the conditions of the stock market making agreement for sale the same can be done through the trading system or by specific declaration of completion of contract transfer。   Li pointed out that the main reason for listed companies to exit the market making is to control three shareholders entered, there are the "three types of shareholders' holdings of three new board company IPO audit policy clear, listed companies to exit the market making power will cease to exist, this is conducive to the consolidation and development of the city to do the plate。
  "According to the characteristics auction, the transfer agreement after-hours trading system, the national company shares switched targeted to develop the appropriate monitoring early warning indicators, will affect the stock intraday virtual transaction price (amount), the actual transaction (amount) and other abnormalities transactions, the use of after-hours transfer agreement transfer of benefits and other illegal activities were closely monitored。
"National Shares of the company official said, while the listed company insiders and their associates involved in the behavior of stock trading without the previous closing price of stock trading, shares of national companies will focus on monitoring the transfer。
  According to regulations, the date of implementation of the "Transfer Rules", the original take stock intraday trading contract transfer of unified at auction transfer mode, the original way the city takes to make the transfer of shares still continue to take the city to make way transfers were for sale。 Before "Transfer Rules" enforcement day, the stock to be taken of contract transfer and application materials have been accepting applications listed company whose shares are listed after the implementation date (including the day of implementation), will take the auction sale mode when listing application listed companies need to re-submit the application materials。 Has changed the way the transfer of listed companies, in determining the trial and change of enterprises and the transfer of business to be declared a manner specific requirements and procedures, refer to "guidelines" for processing。
  In addition, information disclosure, there is innovation layer information disclosure the following different requirements aspects: One is to increase information innovation layer Company's disclosure frequency, in the original rules require disclosure of the annual report, the basis of semi-annual report on the increase in disclosure quarterly reporting requirements, and the company remains the same base layer。
  Second, innovative company added layer of "performance Express" and "Announcements" system, if the layer of innovation to disclose the company's annual report late, or there are changes in annual net profit is large, it will be required to disclose appropriate "performance Express" and "Announcements" to ensure timely information disclosure。
  Third, the strict audit requirements, innovative layer must be compatible with the company accounting firm to perform "Auditing Standard No. 1504 – Communication key audit matters in the audit report," the relevant provisions, and require regular rotation of Certified Public Accountants。   Fourth, it is innovation in the industry sub-layer of the company information disclosure, disclosure of revenue constitute different products and services, information industry conditions and changes in regulatory policy, improve the information disclosure of targeted。 Fifth layer requires innovative companies must establish secretary of the Board, establish access evaluation mechanism secretary of the Board of Directors, to improve the quality of information disclosure affairs management, reduce mistakes ignorance of the situation。   Li Ming, the next step, the National Shares of the company will be supporting the development of innovative layer, the base layer periodic reports of listed companies, the guidance of interim report content and format of the template, clear and specific differences in information disclosure requirements。

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