(Original title: New Three-Board Companies "Catch the Tide" IPO Policy Controversy concerning State-owned Market Makers and Shares to be Turned into Solution)
With the recent increase in the issuance rate of new stocks, more and more new companies are choosing IPO counseling to join the rank-and-file force of A shares.
According toOriental Wealth(300059)Choice dataStatistics show that from 2015 to February 8, 2017, 347 listed companies have announced their access to the listing counseling period, of which 246 have entered the counseling period from the state of agreement transfer, while 101 companies have entered the market.
However,21st centuryThe economic report reporter learned from a number of brokerage investment bank sources that at present, some new third board companies have directly entered the period of listing guidance from the market-making status and are facing policy issues related to the transfer of state-owned shares.
According to the promulgation of Circular 94 (“Implementation Measures for the Transfer of Some State-owned Shares to Enrich National Social Security Funds” in the domestic stock market) on June 19, 2009, state-owned enterprises that hold shares in listed companies will be transferred to 10% of the issued shares. Social security funds, because most of the attributes of market makers are state-owned enterprises, so the relevant brokerage companies are also facing transfer requirements.
In the eyes of the industry, the above policy requirements have been unable to adapt to the actual market conditions of the New Third Board. On the one hand, market makers have a special obligation to hold shares, which is different from traditional financial investment. On the other hand, market makers hold a small amount of shares. Once they are implemented in accordance with Document 94, they are required to transfer their shares in full.
According to reports, relevant intermediaries are currently communicating with relevant departments, trying to make Circular 94's transfer obligations able to provide a certain degree of exemption from state-owned market makers holding IPO shares.
State-owned market makers
With the acceleration of IPO, the number of new three-board companies that have announced their entry into the guidance period since 2017 has increased.ChoiceStatistics show that up till the beginning of the year there are as many as 36 new and three board companies, accounting for nearly 10% of the total since 2015.
The 21st Century Business Herald reporter found that of the 36 listed companies, six of them were directly involved in the mentoring period under the state of market making. Since 2015, the number of companies that have directly entered the counseling period from the market making status has reached 101 homes.
However, with the increase in the number of IPOs for market-making companies, corresponding policy issues have also been detected by counseling agencies and market makers.
“One of our projects is a direct market transfer to IPO. Before the market makers and companies discussed the good results, the market maker’s shares were not repurchased before the listing, but one of the policy barriers that are currently facing is the market maker. The social security transfer obligations brought about by the state-owned identity, said the director of the investment bank of a securities company in Beijing.
According to Article 94 of Article 94, “After the old and new share reforms are cut off, all stock companies with state-owned shares that have been publicly listed on the domestic stock market for the first time and listed are subject to the initial public disclosure unless the State Council otherwise provides. At the time of issuance, 10% of the actual number of shares issued will be transferred to the state-owned shares of the company limited by the Social Security Fund. If the number of shares held by the state-owned shareholders is less than the number of shares that should be transferred, the actual number of shares shall be transferred.
This means that once the market maker is identified as a state-owned enterprise and appears as a shareholder when the company intends to create an IPO, the shares held by it must perform the above-mentioned transfer obligations.
According to the "Circular on Implementation of Related Issues" issued by the SASAC on March 4, 2008, the identification of state-owned shareholders' marks includes: the limited liability of government agencies, departments, public institutions, wholly state-owned enterprises, or contributors to wholly state-owned enterprises. A company or a company limited by shares, and a company-owned company that is exclusive to the above-mentioned units and whose total shareholding ratio is not less than 50%.
“Actually, many brokerage companies are state-owned. According to this provision, the majority of market makers have to hold their shares.” The aforementioned business director said, “We are currently experiencing this problem.”
According to industry insiders, the mode of shareholding of market makers is different from traditional financial investment, so it is worth discussing whether they refer to ordinary state-owned shareholders to perform the same transfer obligations.
"Some market makers will let market makers withdraw before the IPO, but others have already talked about making a market in exchange for pre-IPO investment. This is not a good operation." A Shanghai investment bank admits, “Market makers and state-owned enterprises have different investment listings. They are required to perform bilateral transaction quotation obligations in the equity transfer system, and the percentage of shares held is not large. Once they are designated in accordance with the provisions of Document 94, Turn, then these market-making shares are basically gone."
Machine construction exemption
For investment bankers, the above-mentioned transfer obligations will also bring about a drag on the efficiency of corporate IPOs.
"At this stage, when the transfer obligation still needs to be fulfilled, some state-owned market makers' affiliated state-owned assets departments require state-owned market makers to register with the initial IPO new three-plate company stock before they can fulfill their transfer obligations. According to the aforementioned investment bankers, "This not only increases the time required for state-owned market makers to initially obtain stocks to be market-made, but also reduces the efficiency of the state-owned market makers in providing liquidity for the stocks to be marketed, as well as the IPO of the proposed companies. schedule."
In addition, at the technical level, there are also certain technical difficulties in the registration of State-owned ownership of state-owned shares.
“In addition, there is no explicit requirement for state-owned market makers to register their shares in the State-owned Assets Department when acquiring new third-tier company stocks. This is not feasible in practice, and the reported data is also difficult to match with the nature of transactions.” Frankly.
In fact, the 94-nation state-owned shares transfer obligation is not without exemption. In 2010, many ministries and commissions issued the “Notice on the Relevant Issues Concerning Exemption of State-owned Venture Capital Institutions and State-owned Venture Investment Guidance Funds for Transfer of State-owned Shares”. The eligible state-owned venture capital institutions and state-owned venture capital guiding funds shall be exempt from transfer obligations.
However, in the view of the aforementioned investment bankers, the shares currently held by market makers are generally regarded as self-owned and cannot be applied to the exemption clause of Circular 278.
According to a reporter from the 21st Century Business Herald, a number of institutional sources stated that they have already proposed to the relevant departments that they would like to exempt the state-owned market makers from the special issues of exemptions from the share transfer issue.
“Our proposal is to provide a partial or partial exemption from the transfer obligations of state-owned market makers. If such transfer obligations are to be fulfilled, it will hinder the enthusiasm of state-owned market makers to provide market-making services for enterprises.” According to people, “In fact, this appeal is reasonable, and in recent cases, there are some replicability, such as the pattern of A shares listed companies issuing H shares.Zoomlion(000157),CITIC Securities(600030) There are similar situations when H shares are listed. ”
Some insiders pointed out that if this problem is not resolved, it will also bring unfair competition to the market maker market.
"The problem of the relocation of state-owned market makers will not be resolved. It will have a greater impact on the market-making business of state-owned securities firms. Instead, more companies will choose private brokers or private equity institutions that do not need to perform transfer obligations to do market makers. This is in turn a loss of another state asset," said the aforementioned business director.