The Construction Of Selective Layer Refinancing System Starts: Strategic Investment Can Be Lifted In Batches, And There Is No Interval Period For Two Times Of Financing

The infrastructure construction of selective layer refinancing was launched.

On May 14, the CSRC drafted the guidance on the supervision of unlisted public companies No. X - special provisions on stock issuance of selected listed companies (for Trial Implementation) (hereinafter referred to as the special provisions), and solicited opinions from the public.

The "special provisions" focus on the application of rules, issuance methods, issuance conditions and requirements, deliberation and decision-making procedures, audit mechanism and pricing and subscription arrangements of the selective layer refinancing, so as to build and improve the continuous financing mechanism arrangement of the selective layer that conforms to the characteristics of small and medium-sized enterprises.

"At present, the basic systems such as listing, trading, supervision and investor suitability of the selected layer have been established, and the only lack is the continuous financing system. In the future, the introduction of the "special provisions" will make up for this gap, so as to meet the continuous financing needs of selected listed enterprises. " Some people close to the regulators told the 21st century economic reporter.

Meet the continuous financing needs of selected layer

On May 13, Sui Qiang, the general manager of the national stock transfer company, made it clear in his speech at the official unveiling ceremony of the new third board Hunan base that the next step would be to "refine and refine the selected layer". The specific measures include the introduction of the selective layer refinancing system, the introduction of stock and debt financing varieties in line with the characteristics of the new third board market, continuous optimization of listing access conditions, and broadening the financing channels of enterprises.

On July 27, 2020, the first batch of 32 new third board enterprises were listed in the selected layer. As of May 14, 51 enterprises have completed the listing and issuance of the selected layer. However, the refinancing system of selective layer has not been established.

"Although the selected enterprises are already at the" top "of the new third board market, they are still relatively growing enterprises, and their financing needs are more urgent." Employees of the new third board of securities companies, which are close to the supervision, said that due to the consideration of "low valuation, less issuance and less dilution", different from A-share listing, the number of shares publicly issued by the selective listing layer of enterprises did not account for 25% or 10% of the total share capital after the issuance, and only required that the number of shares to be publicly issued should not be less than 1 million shares. This has also led to a generally small number of new shares issued by selected enterprises, and the financing finance is relatively low, "the lowest one has only issued 1.2 million new shares, which has a stronger demand for subsequent refinancing".

Therefore, it is particularly important to establish the refinancing system in the selective market.

Specific to see the "special provisions", first of all, the issuance conditions and requirements of re financing of selected layer listed enterprises are clarified. The relevant provisions of the measures for the supervision and administration of unlisted public companies (hereinafter referred to as the measures for public companies) shall be strictly applied to the issuance conditions, and no new issuance conditions shall be added. However, if there are relevant normative defects that can not be included in the selection layer, the refinancing issue can be carried out after the relevant circumstances have been removed or the impact has been eliminated.

"Different from a series of negative lists listed in the A-share refinancing issue, the special provisions take more consideration of the growth law of small and medium-sized enterprises at the selected level. The issuance requires moderate tolerance. If there are some normative defects during the listing period, the issuance financing can be carried out after the influence is removed or eliminated under relevant circumstances." The person close to the regulator said.

In terms of the number of issues, the special provisions basically follow the current refinancing arrangements of listed companies. The issuer is required to issue no more than 30% of the total share capital in principle, with the exception of the issue involving the acquisition and issuance of shares, the purchase of assets or the allotment of shares to the original shareholders; Where the issuer allots shares to the original shareholders, the number of shares to be allotted shall not exceed 50% of the total share capital before the allotment.

However, the issuer should also fully disclose the rationality and necessity of external fund-raising in combination with the use of funds raised in the previous time to determine the issuance scale. If there is a large amount of financial investment and other circumstances, the intermediary institutions are required to give their verification opinions prudently.

In the issue interval period, the special provisions specify that if the issuer applies for stock issuance, the time interval between the resolution date of the board of directors and the listing date of the stock in the selective layer shall not be less than six months, except for the issue involving the purchase of assets by issuing shares.

But at the same time, unlike A-share listed companies, the special provisions do not require enterprises to maintain a six-month interval between two refinancing issues“ In fact, it is to encourage enterprises to conduct financing operations on demand and in small amounts. " The person close to the regulator said. It is understood that the first batch of listed companies have been investigated by equity companies before, and most of them have said that there is no need to raise funds within 6 months after the public offering, and it is expected that actual financing needs will be generated after 6-12 months of listing.

In addition, as far as the purpose of fund-raising is concerned, it is understood that the raised funds from refinancing of selected enterprises can also be used to supplement liquidity, and the specific use is not restricted by the supervision.

Considering the actual situation of Listed Enterprises

In fact, in addition to the above-mentioned contents, the special provisions also take into account the actual situation of selected listed enterprises on other key policy points.

In terms of the issuing method and mechanism, the selected layer companies can issue to non-specific qualified investors or to specific objects. It is particularly worth mentioning that in the future, the selective listing enterprises may not be required to sponsor and underwrite when issuing to specific objects. At the same time, mechanisms such as authorized issuance and self issuing are introduced to reduce the financing cost of small and medium-sized enterprises.

Among them, authorized issuance means that selected enterprises are allowed to implement the authorized issuance mechanism of "one review at the annual general meeting of shareholders and issuance by stages" within the scope of total raised funds of no more than 100 million yuan and no more than 20% of the net assets at the end of the year, so as to improve the efficiency of small amount issuance.

"Not compulsory recommendation is not not not not approved, but it is still necessary to sponsor securities companies to recommend and issue verification opinions. It is just to guide securities companies to collect less recommendation fees and reduce the burden of enterprises. The authorized issuance is mainly to consider the capital demand of small and medium-sized enterprises listed on the selective layer. Sometimes it is very urgent. After the shareholders' meeting reviews the shareholders' meeting, it may delay the development. " There are securities investment banks said.

In terms of refinancing pricing, in line with the principle of "follow the market", the "special provisions" requires that the selective listed companies should issue public offerings to unspecified qualified investors at a price no lower than the market price, and can adopt the issuance methods of inquiry, bidding or direct pricing. An issue to a specific object shall not be less than 20% off the market price. In principle, the issuing object and the issue price shall be determined by means of bidding. However, if the issuing object falls into the following five categories of specific circumstances, it can independently choose the pricing base date and directly price the issue, that is, "taking bidding as the principle and direct pricing as the exception".

Five types of specific issuing objects include: controlling shareholders, actual controllers or related parties controlled by issuers; The top ten shareholders, directors, supervisors, senior managers and core employees of the issuer participating in the subscription in accordance with Article 47 of the measures for public companies; Investors who become the largest shareholder or actual controller of the issuer by subscribing for the shares issued this time; Domestic and foreign strategic investors to be introduced by the board of directors; Investors who subscribe with non cash assets and other investors who participate in raising matching funds.

On the other hand, in order to avoid arbitrage in the primary and secondary markets, ordinary investors are required to limit sales for no less than six months. The above five types of specific objects are restricted for 12 months due to fixed price issuance, and strategic investors lift the restrictions in batches.

Different from the refinancing issue of A-share listed companies, strategic investors who participate in the refinancing of selected listed companies can release the transfer restrictions in three batches. The number of shares released in each batch is one-third of the shares they hold in this issue. The time for removing the transfer restrictions is 12 months from the end of the issuance Eighteen months and twenty-four months.

"The locking period of A-share war is 18 months, and in actual operation, it is usually locked for 36 months. The selective layer arranges the refinancing of war investment to lift the sales restriction in batches, which mainly makes the small and medium-sized enterprises listed on the selection layer more attractive when introducing the war investment, and provides greater convenience in the sales restriction period. " Those close to regulators said.

In addition, the special provisions also reduce the requirements for strategic investors of selected enterprises.

Except for the investors who have synergistic effect with the issuer, are willing to hold a large proportion of shares of the issuer for a long time, are willing and able to assist the issuer to improve the quality of corporate governance, have a good credit record, and have not been punished by the CSRC and its agencies or investigated for criminal responsibility in the past three years.

The special provisions only require strategic investors to bring leading technology resources to the issuer, enhance the core competitiveness and innovation ability of the issuer, drive the industrial technology upgrading of the issuer, and enhance the profitability of the issuer; It can bring strategic resources such as market channels and brands to the issuers, promote the market expansion of the issuers, and promote the sales performance of the issuers. Compared with A-share strategic investors need to have domestic and international leading technical resources, market channels and other strengths, the selection of strategic investors is more inclusive.

With regard to the launch of the selective layer refinancing system of the new third board, Zhou Yunnan, the founding partner of Nanshan investment, said that the "special provisions" not only keep in line with the new policy of refinancing a shares, but also take into account the particularity different from the A-share market. It not only retains the convenience of ordinary new third board financing, but also adds new rules on allotment of shares and war investment, and moderately improves the standard requirements compared with the general financing of the new third board. It is helpful to solve the urgent need of refinancing for selected enterprises, effectively make up for the regret that the amount of financing is not large when the public offering is introduced into the selection layer, effectively meet the capital needs of the selected level enterprises at different stages, and promote the rapid development and growth of the selected level enterprises.

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