The New Third Board Is Entering The Practical Operation Stage: Meeting The "5 + 2" Conditions, The Audit Time Limit Is Only 2 Months

When applying for listing on the science and technology innovation board and the growth enterprise market, the company shall be listed in the selected layer continuously for more than one year, and there is no case that the company shall be transferred out of the selected layer in the latest year.

The new third board select layer listed enterprises have finally entered the practical stage.

On the evening of November 27, the Shanghai and Shenzhen stock exchanges successively solicited opinions on the measures for listing companies listed in the national small and medium enterprises stock transfer system to the gem (for Trial Implementation) (hereinafter referred to as the measures for listing on the GEM). It is pointed out that if a company applying for transfer to the science and technology innovation board and the growth enterprise market, it shall be listed in the selected layer continuously for more than one year, and there is no situation that the company shall be transferred out of the selected layer in the latest year.

After listing on the third board of the national stock exchange, the measures for listing on the third board of the national stock exchange will be implemented, and the listing information of small and medium-sized enterprises will be detailed.

"5 + 2" rotating plate conditions

Specifically, in the "measures for listing on the stock exchange", in the future, if you want to be listed on the science and technology innovation board or gem, you need to meet the seven conditions of "5 + 2".

Five basic conditions are as follows:

First, it meets the issuing conditions of the science and technology innovation board or gem.

Second, there are no cases in which the transfer board company or its controlling shareholder or actual controller has been subject to administrative punishment by the CSRC in the past three years, has been placed on file for investigation by the CSRC for suspected violations of laws and regulations, and has not yet made a clear conclusion, or has been publicly denounced by China's Listed Companies in the past 12 months.

Third, the total share capital is no less than 30 million.

Fourthly, if the proportion of public shareholders holding shares reaches more than 25% of the total shares of the company or the total share capital of the company exceeds 400 million yuan, the proportion of public shareholders holding shares is more than 10%.

Fifthly, the market value and financial indicators meet one of the "five sets of standards" of the scientific and technological innovation board; those with dual voting rights meet one of the two sets of standards of the scientific and technological innovation board.

At the same time, the measures for listing on the board of directors also stipulates that the number of shareholders shall not be less than 1000, and the cumulative trading volume of stocks for 60 consecutive trading days (excluding the day of suspension of shares) before the announcement date of the board of directors' deliberation and approval of the relevant matters of the board of directors is no less than 10 million shares.

"On the whole, it is in line with the expectation, and there are not many additional conditions for the rotary plate, which is relatively simple and has been quantified as far as possible." Zhang Keliang, general manager of the stock transfer system business department of Yintai securities, said that in the future, the valuations of the selected layers, the science and technology innovation board and the growth enterprise market are expected to gradually flatten, and the two tracks will be merged. The price earnings ratio of the enterprises to be transferred to the board will be close to the valuation level of the board to be transferred.

As for the standard of "60 trading days, the cumulative trading volume of stocks is no less than 10 million shares", some industry analysts pointed out that this index will eliminate enterprises trying to "fish in troubled waters" by listing the selected layer. "Now some select layer company's circulation is very small, or after listing trading volume is very small, is to take a selection layer channel, this situation will be eliminated."

However, it is worth mentioning that at present, the "market value" standard has been set in the listing conditions of the science and technology innovation board and the growth enterprise market. Some people in the industry said that the "market value" may become a big problem to prevent the selective enterprises from transferring to the board.

According to the measures for listing on the transfer board, the estimated market value in the relevant market value indicators of the company shall be subject to the lower of the arithmetic mean value of the closing market value of the 20 trading days, 60 trading days and 120 trading days before the application date of the company's application for listing on the stock exchange.

"On the whole, the stock prices of the selected listed companies are relatively low, and there are many small cap stocks, which makes it difficult for their total market value to meet the minimum market value requirement of 1 billion yuan listed on the science and technology innovation board or gem." There are securities companies new third board practitioners said.

Based on the closing price on November 27, 19 of the 36 selected layer listed companies have a total market value of more than 1 billion yuan. "This also takes into account that there are subsidiaries of listed companies, and their listing on the science and technology innovation board or gem must comply with the detailed rules of spin off, and there are not many objects expected to be transferred to the board." The practitioner said.

At present, the net profit of the enterprises listed on the next two years is not required to be lower than the net profit of the next two years. However, it is not necessary to raise the net profit of the next two years.

"This may lead to more cases of selective enterprises seeking gem to be listed on the gem in the future, and from the perspective of the requirements for the scientific and technological innovation attributes of enterprises, the gem is relatively more relaxed."

On the issue of market value index, Zhou Yunnan, founder of Beijing Nanshan investment, said that with the implementation of the transfer board system, it is expected to change the market expectations of the new third board enterprises, enhance the market activity, and then bring about the growth of enterprise market value. "As long as the market value goes up and the liquidity goes up, it is not difficult to meet the requirements of the transfer board."

Audit time reduced to 2 months

In addition to clarifying the standards for listing on the stock exchange board, the measures for listing on the stock transfer board have also made specific provisions on the restrictions on the sale of shares, the listing examination and approval, and the listing recommendation.

Among them, the "12 + 6" standard will be followed in the connection of share sales restriction. That is to say, the restriction period for the controlling shareholders, the actual controllers and the directors, supervisors and senior executives of the companies to be listed is 12 months. If the controlling shareholder and actual controller reduce their holdings within 6 months after the expiration of the sales restriction period, the company's control right shall not be changed.

In terms of transaction connection, the Shanghai Stock Exchange has made it clear that the opening reference price of the first day of listing on the stock transfer board is, in principle, the closing price of its shares on the last trading day of the national stock transfer system. Other trading arrangements shall be subject to the relevant provisions of the exchange on companies listed on the science and technology innovation board.

In addition, the shareholders of the transfer board company shall use the A-share securities account of the Shanghai Stock Exchange when participating in the stock trading of the science and technology innovation board; if the shareholders of the transfer board company do not have the authority of stock trading on the science and technology innovation board, they can only continue to hold or sell the shares of the company, and shall not buy the shares of the company or participate in other stock transactions on the science and technology innovation board.

It is worth mentioning that the measures also improve the efficiency of the examination and approval of the stock exchange, shorten the examination time limit of the stock exchange from three months for the initial public offering to two months, and the total time for the companies and their sponsors and securities service institutions to reply to the examination and inquiry of the Shanghai Stock Exchange shall not exceed two months.

"The transfer listing method has opened up a new listing path for the new third board enterprises, which is expected to drive the valuation and liquidity of the selected layer of the new third board closer to the gem and the science and technology innovation board, promote the progressive effect among the basic layer, innovation layer and selection layer of the internal stratification of the new third board, and ultimately improve the overall financing, pricing and trading functions of the new third board market." Zhou Yunnan said.

In the short term, Zhou Yunnan said that the measures will also eliminate the panic caused by the large number of new shares issued in the first and second batch of selected stocks in the near future, digest the emotional pressure of the new players of the selection layer, reverse the pessimistic expectation of the market on the selection layer, break the current deadlock of multiple losses in public offering, and quickly restore the secondary market of the selective layer to a normal state.