From the obscurity before 20 12 to the emergence of 20 13, 20 14 began to appear frequently in newspaper media. What is the New Third Board and what does it have to do with listing? As a practitioner, talk about the New Third Board in a relatively comprehensive way.
How did the New Third Board come from?
The New Third Board originated in Zhongguancun, Beijing, and is mainly aimed at some relatively high-tech enterprises. It is called the "new third board" because there is also an old third board, which mainly carries the equity transfer of delisting enterprises, STAQ and network transfer systems long ago. The third board is basically dead. Due to the limited number of Zhongguancun enterprises, there were not many transactions in the New Third Board at that time, and the transactions were extremely inactive.
The 20 12 New Third Board was expanded to four national high-tech parks, and the project sources were greatly expanded. Here, I have to talk about Shen Yin Wan Guo. Shen Wan's investment banking department has been tepid, but when other brokers are busy doing IPOs, Shen Wan is silently doing a lot of new three boards in places that others can't see.
At the end of 20 13, the CSRC announced that the new third board would be extended to the whole country and open to all companies. 20 14, 14,285 new third board companies were listed at one time, and the total number of listed companies reached 62 1 company, announcing that the new third board market has officially become a national securities trading market.
By March 6, 20 15, there were 2026 companies listed on the New Third Board, which was already huge in terms of the number of companies and the total market value.
What are the trading methods of the New Third Board?
First of all, the threshold for opening an account for the New Third Board is high, and the terms are as follows:
Personal new third board account opening conditions
1. Requires more than 2 years of securities investment experience (the starting point of investment experience is the national share transfer system for small and medium-sized enterprises, the date of the first stock transaction in Shanghai Stock Exchange or Shenzhen Stock Exchange), or you have relevant professional background in accounting, finance, investment and finance.
2. At the end of the last trading day, the market value of securities assets under the investor's name is more than 5 million yuan. Securities assets include customer transaction settlement funds, stocks, funds, bonds, and collective wealth management products of securities companies, except credit securities account assets.
Conditions for opening an account for the new third board of the institution
1. A legal entity with a registered capital of more than 5 million yuan;
2. A partnership with a total paid-in investment of more than 5 million yuan.
Compared with the main board, small and medium-sized board and growth enterprise market, the threshold is much higher. It is decided that under the current threshold, only professional investors generally participate in this market, so the activity is relatively low.
There are two main trading methods for the third board, and another scheme is being introduced:
(1) Agreement Transfer
Relatively casual, you can hang a single order for others to click on the deal, or you can preset a reverse hand code. The turnover, code and price of both parties must be exactly the same, and the transaction can only be concluded if the buying and selling directions are opposite. In addition, there is no price limit, so the price changes dramatically. Generally speaking, the liquidity of the transfer of the New Third Board Agreement is poor, and most companies have not made a deal so far.
(2) market transfer
Briefly introduce the concept of market maker. Market makers are actually similar to wholesalers, who take shares from market-making companies. Then, when investors need to buy or sell stocks, they don't trade directly, but use market makers as counterparties. As long as they are within the quotation range, they have the obligation to trade. Therefore, market makers provide liquidity for the New Third Board, and equity is more liquid than agreement transfer.
(3) Bidding transactions
At present, it has not been launched, and the initial plan is to adopt the same bidding trading method as the main board and the Growth Enterprise Market, which will be almost the same as the main board market except for some thresholds such as investor access. At the same time, we expect that companies that bid will launch special trading levels, and the threshold will be looser than the above two. Of course, correspondingly, the bidding level company will be the best.
What are the conditions for hanging the new third board?
If you just hang the board, there is only one quantitative indicator: two years of operation.
Other requirements are mainly:
(1) Meet the conditions that the main business is clear and there is a record of going concern;
(2) The listed companies of the New Third Board have sound governance structure and standardized operation;
(3) The listing conditions of the New Third Board, and the issuance and transfer of shares are legal and compliant;
(4) Sponsored brokers recommend
From the point of view of my brokerage firm, none of the above is a problem. The key is whether the enterprise has the potential for long-term development and the determination of entrepreneurs to standardize their operations. Because from the perspective of entrepreneurs, the requirements of the New Third Board are actually like this:
(1) is inconvenient. The enterprise's money belongs to the enterprise, and it can't be used casually. The small wallets outside should also be put away and merged. Although the decision of the enterprise is still decided by the major shareholder, there must be a decision-making procedure and everything must be done according to the procedure;
(2) Tax payment should be standardized, and some enterprises pay little income tax. In the past, they had to pay with real money.
(3) the company's statements and operating conditions are displayed to the outside world, which can be seen by competitors, customers and suppliers, and it is inevitable that people will be embarrassed or even quarrel;
Therefore, the price of the third board is not the direct cost of the intermediary, but above. We hope that enterprises can really consider whether the above three requirements can be met.
What is the process and time consumption of the New Third Board?
The main process is:
(1) Brokers, accountants, lawyers and enterprises have reached a preliminary cooperation intention.
It takes 1~2 weeks to do a preliminary due diligence to find out the important issues, and then the four families sit together and discuss the following issues in turn:
(a) whether it can be done and whether there are insurmountable obstacles under the current situation;
(2) How long it will take to solve the big problems that can be solved in time;
(iii) how much standard cost is needed, and (ii) it is often necessary to consider both and exchange money for time, and vice versa;
(four) omission of specific rectification implementation plan;
If the preliminary due diligence results are good, they will be submitted to their respective risk control departments for kernel. After the approval of the kernel project, the cooperation relationship will be formally established.
(2) The three institutions entered the site and started comprehensive due diligence, writing a public transfer instruction.
The workload of accounting is the largest, mainly to provide the basic data needed for subsequent decision-making and filing, establish the accounting system of enterprises, and meet the basic requirements of the New Third Board.
Lawyers and brokers cooperate to look through the history of the company to see if there is any problem with the equity, whether there are related transactions and horizontal competition, and if so, whether there is any connection. At the same time, look at whether the lines in charge of each competent department have been legally operated, and help solve problems.
Finally, the company was almost rectified, and the limited company was turned over to form a joint stock limited company according to the time point when the audit report was issued. A few companies are limited by shares at first, and this step can be skipped.
(3) Formal statement
First of all, the three institutions once again submit their cores to their respective risk control departments, and after passing, they can submit applications to the National Small and Medium Enterprises Share Transfer Co., Ltd.
After the information is submitted, the share transfer company will ask some questions to the project team and enterprises. If there is no problem after the feedback from the project team and the enterprise, they will receive a "no objection letter" from the share transfer company, and can handle the equity registration, abbreviation and code allocation.
(4) listing
After listing, stocks can start trading, but they are generally quiet and not as lively as listing. Because the popularity of most companies transferred by agreement is still relatively low, the threshold of the public is also relatively high. More importantly, compared with the listing of the New Third Board, there is no public offering link, and external investors have no chips, so naturally there is no transaction?
The above is a simple listing process. If the company's history is relatively simple and its finances are relatively standardized, it can be completed within half a year at the earliest.
The significance of the new third board
The value of the New Third Board lies in:
(1) Standardize the company's equity.
In fact, the restructuring process of the New Third Board has turned the company into an enterprise that meets the most basic requirements of the capital market. Therefore, compared with non-listed companies, if listed companies buy, the financial data of the New Third Board Company is true and the basic work is basically done. In contrast, the risk of information asymmetry is actually much smaller.
(2) Have certain financing ability.
Many institutions have told enterprises that loans can be obtained through equity financing in the Third Board, and shareholders can also pledge equity financing, but the reality is often not so good. It is true that there are many financing cases of the New Third Board and billions of large-scale financing, but the financing ability still depends on the company's own operating conditions rather than whether it is in the Third Board. The third board is undoubtedly helpful to the amount and cost of financing, but it does not mean that enterprises with loose conditions will definitely get financing if they hang up the board.
If the enterprise itself is in good condition, it can raise funds by issuing shares through private placement. Some enterprises with advanced concepts and good operating conditions are sought after as much as the main board and the growth enterprise market, but they are a minority after all.
(3) Provide price discovery
Of course, for those enterprises that basically meet the statutory requirements of GEM or even higher, the valuation premium provided by the Third Board is undoubtedly valuable. The M&A consideration of listed companies in non-three-board enterprises is generally below 1.5 times, which is higher in a few better industries, while the M&A consideration of three-board companies is obviously higher than that of non-listed companies in the same industry.
The improvement of market makers' overall valuation of the company is more obvious. On the one hand, it is because the market-making requires brokers to invest in enterprises with real money and silver, and the screening is very strict, which implies the credibility protection of brokers. On the other hand, market making provides scarce liquidity for the New Third Board: buy if you want, and sell if you want. There is no doubt that liquidity has a price.
Therefore, the above valuation increase greatly increased the acquisition value of the shares held by shareholders. Off-topic, the way to measure the realization of wealth by market value is not that shareholders throw away all their shares. If they do this, the share price will fall at the price of cabbage. Market value refers to the price that external investors need to buy a company.
Therefore, the company's overall purchase consideration has also increased. For some small and sophisticated enterprises that want to sell themselves, the third board is undoubtedly valuable.
(4) Improve the popularity and investor awareness.
The company's landing on the third board has been guaranteed by the hidden reputation of brokers, accountants, lawyers and stock transfer companies, which will make it more convenient for investors to find it. Since the company's information has been displayed on a national platform, it is undoubtedly beneficial for the company to find investors under the premise of good operating conditions. Moreover, as far as I know, many securities companies' asset management subsidiaries or funds have begun to raise new third board investment funds to make selected investments in third board enterprises. In the future, perhaps the financing function of the third board company can really be improved.
In addition, because the company has shown itself in a national market, it is helpful to the corporate image and the recognition of employees, so this is rather empty and will not be described.
(5) As a test of initial public offering.
You can test the company team through the whole process of the New Third Board, test the service level of intermediaries, and see the market's awareness of the company. Compared with non-listed companies, the auditing intensity of companies listed on the New Third Board is definitely different, especially after auditing the following exchanges.
As for the channel transfer, I suggest that non-internet companies should not take this too seriously, which is very difficult.
The future of the new third board
Before the New Third Board, private enterprises in China were mainly divided into two types, listed enterprises and unlisted enterprises. The financing convenience, equity payment value (equity incentives and mergers and acquisitions) and talent recognition of listed companies are much higher than those of non-listed companies under the same operating conditions. This gap is also an important incentive for fraudulent listing.
The New Third Board provides a diversified and multi-level capital market path, which can be upgraded step by step through the big market of the New Third Board, from agreement transfer to market-making transfer, and then to future bidding transactions. Every step will be gradually promoted and developed. Optimistically speaking, if the entry threshold for investors in the bidding trading sector is reduced to the order of 5,000 ~ 65,438+10,000 yuan, then it can be said that there is not much difference from the Growth Enterprise Market.
Because the entry threshold of the New Third Board can be said to be only without any standardized requirements for performance indicators, any enterprise can hang on the level of agreement transfer, and relatively excellent enterprises will stand out and rise to market-making transfer, and then rise to bidding transactions. In this process, relatively professional investors vote with their feet to form a benign mechanism of survival of the fittest, which is of great significance to promoting the prosperity of the entire commercial system.
Say something imaginary.
Debt financing has a debt ceiling (asset-liability ratio) and must be repaid in cash. This also determines that enterprises that can use debt financing need better stable cash flow, which is difficult for small and medium-sized enterprises such as start-ups to do. This internal contradiction leads to high loan risk of small and medium-sized enterprises, which needs to be covered by high interest rates.
People who really avoid risks will not pay for it. On the contrary, small and medium-sized enterprises that operate normally bear high interest to make up for the losses caused by small and medium-sized enterprises that run away. This mechanism will lead to adverse selection of entrepreneurs, prompting them not to be good people and bad people.
However, equity investment is different. By participating in investment companies, investors will get high returns after investing in better enterprises, but they will be punished when they make mistakes in investment. This mechanism will encourage investors to find better enterprises and make up for other investment losses with rich equity returns. The adverse selection mentioned above is eliminated here. If there is no major mechanism error, it will promote the development of investors and small and medium-sized enterprises.