129725023521331844_93New stock issue reform expected eight institutional innovation
On January 8, 2012, the China Securities Regulatory Commission Chairman Mr Guo at National Conference on securities and Futures regulatory put forward, "continue to carry out new stock issue reform, perfect the new share price formation mechanisms, reforming the stock underwriting approach. "Can be seen from recent public opinion and the voice of the industry, further deepen the reform of shares has been situation resembling" trend. So, the next orderNew stock issue reform what's the point? How to build a fair, effective and balanced market mechanism? A number of investment banks, funds, insurance, private equity and other securities times interview people in the industry are suggestions that, only through systemic institutional arrangements, such as the introduction of stock-issuing system, broker independent placing the right systems and storage issue system, United States-tender inquirySystem, medium and small investors participate in the inquiry system, underwriter investment feasibility report of mandatory disclosure system, placing under the expanded network and extend the network, such as placing under lockup period, be possible to fundamentally remove shares "three high" ills. One system: stock issuance alter eco-security of supply and demand times by 40 public-fund companies sponsor institutions and 20 of the questionnaire survey found that almostAll respondents are of the view that "new stock supply and demand imbalances are three important reasons for the high". So, how do you ensure the quality of listed companies under the premise of the changing IPO market "supply less than the demand" situation? A big investment banks in Shenzhen officials stated that "trying to speed up the release rhythm sequel many, such as easily lead to poorer quality of the companyListing a loophole, and would have an enormous pressure on the secondary market as a whole but by stock issuing system, you can increase the market supply, and not easy to bring to market a lot of expansion pressure. "According to investment banking sources described in overseas in mature markets, stock issue also proved to be a valid issue, can be divided into two kinds: one is the first in the company (IPO),Part foreign old shareholders to sell shares, which can be understood as "incremental release stock release"; the second was issued after listing stocks, that is, after listing the old shareholders through certain ways reduce its stake. Stock-issuing system the benefits are clear. To a 80 million equity of the company, for example, wants to reach 25% the minimum public shareholdingIn the current release system must take the form of incremental release 26.66 million shares, but if you take a memory issue, you only need to sell 20 million shares. Mitigation which could see the evident to market expansion pressure. Enterprise IPO to expand supply of shares, you can take an incremental release with a combination of stock issuing method, easing raise revenue, inhibition of super high priced; In particular, due to the amount of shares issued was "original shares", the low cost of investors with high price and low cost of the shares will be cautious, in favour of guiding investors in the rational thinking about the true value of the issuer. However, worth mentioning is that the IPO stock issuing system there is a certain legal barriers. 142th article of the company law, "publicDivision of public offering of shares was issued shares before, since the company's stock within one year from the date of listing on the stock exchange transactions shall not be transferable. "Stock issued the old shareholders due to foreign selling shares, shares of stock issued should therefore belong to the" before the public offering of shares of the company's issued shares ", in which case stock issued in the IPO issuing mode of use is a violation of the law onSuspicion of the requirements. In this regard, Guoco law firm lawyer that "solution has two, one is to amend the relevant laws; the second is issued and the corresponding stock equity transfer in advance to the company's stock was listed prior to the date of, provisions after issue of shares of the stock can be a lockup period of one year. Now, the second approach feasible. ��In addition, the issuer due to stock offering is very easy controlling shareholders cash in advance, it is necessary to provide some supporting institutional arrangements be constrained. Hualin securities one investment banker suggested that "can be issued stock equity transfer in the form of loans obtained by lending to listed companies, loan period can be a mandatory requirement of one year, instead of money directly into the old shareholders account. ��System II: Broker independent placing the right to realize win-win brokerage independent placing right system in the industry call for a long time ago, is also now more mature regulatory research system. He put forward in the above meetings, "promote the underwriters in the autonomy arrangement inquiry under transparent rules, pricing and underwriting. "State securities one investment banker suggested that sea, get high current underwriters based on Super-raising underwrittenConsidering only the interests of representing the interests of issuers, brokerage independent placing the implementation of the right are the underwriters can really bring in the role of interest coordination between issuers and investors, can ease the current phenomenon of new share pricing on the benefit mechanism, ultimately, issuers, underwriters and inquiry objects multiple win-win situation. However, there are people in the industry have expressed different views. DeepChun an insurance company investments Department believed "in overseas markets, brokers independent placing the right to use, mostly in the case of shares cannot be sold, need to give the dealer a certain amount of stock at this time placing the right to make it to market. But new shares on the a-share market is still in short supply, if a broker independent placing right is prone to uneven distribution of interests. "In this regard, securitiesTimes reporter interviewed a number of investment banks who have put forward, you can combine stock issuance and broker independent placing the right application, that is, stock brokers provided independent placing shares issued, by the way, both to address the situation of inadequate supply of new shares and underwriters benefit coordination role to play. In fact, the domestic enterprises, such as China Merchants Bank, Bank of Hong Kong h-share listing processAre made by brokers over placing the right to choose (also known as the "green shoe mechanism"), such a mechanism, which is brokerage independent placing the right one. According to the Investment Bank, say brokers over placing the right to choose is the issuer gives underwriters the right to choose, authorized by the underwriters to investors at the same price of Overallotment shares not exceeding underwriting amount 15%; in the listing of securitiesWithin 30th of, underwriters have the right to choose according to market conditions stock purchased from secondary market distributors, or to request issuers issue stock, assigned to investors of Overallotment part about this application. "It turns out, brokerage excess allotment option to stabilize the secondary market price volatility very effectively. A share of the actual circumstances, as subject to theSmall issuer on initial public offering of shares shall not exceed the number code of the issuer's total shares 25.1%, so you can use the stock issued for surplus placing options provide brokerage shares. "A one investment banker suggested that large securities firms in Shanghai. System III: storage issue mitigation Super raise in 2011, the a-share IPO market a popular vocabulary is "eightRhombus technologies release suspension case ". In actual operation, the IPO suspension will not only have a hit on issuers, underwriters, but also affects the purchase, efficient use of money, a waste of social resources. In this regard
tera power leveling, industry leaders accept securities Times reporter who had called for a, the implementation of storage racks-issuing system, both to relieve pressure on weak market expansion in the city and ease the IPO processSuper placement problem. According to investment banker introduction, storage distribution system in the United States implement a new registration system of countries, such as popular, refers to the use of a registration, issuing more than once, he would be able to timing the market shares of the issuers choose good. "While a-shares currently does not implement the registration system, but has now have the basis for implementing storage issue, the specific application can be an instanceBatch, multiple release. Hyperlink in the current process of the a-share IPO to raise more serious, use stored-issuing mode, you can raise needed funds for investment projects according to the issuer and raise investment and progress to raise money, improve issuers raise funds as well as social capital efficiency. "GF one investment banker pointed out. However, there are people in the industry questioned storage rackSystem is not conducive to curb high price of new shares issued, such as simple storage issue of implementation of the system may allow new shares renewed tension between supply and demand. In this regard, Southwest securities one investment banker suggested that "storage racks can be issued with a combination of stock issue, Super ease of new shares to raise, and to ensure the supply of new shares. "In addition, the storage issue system specification information for the issuer to discloseAlso be of benefit. "In the case of issue, issuer fraud may be on their own operating conditions or excessive packaging, with a view to obtaining high price issue or secondary effects prepared for equity release market shares. Under the storage issue in advance, when the issuer information disclosure when there is a flaw, direct consequences are as a result of its next issue costs increase and may even appear releaseFailed. "Ping an securities one investment banker suggested that. System four: United States tender control "three high" taken in the a-share IPO inquiry "Netherlands-tender" approach has been criticized by inquiry bodies and public opinion in recent years. A proprietary believe large securities firms in Shanghai, "nature is the current inquiry mechanism high bidder, lower those quotations inquiry agencies cannotAccess to placement opportunities. This mechanism is extremely easy to push up the final offering price. Recommends that the existing government bonds issued in the course of the implementation of the United States-tender and mechanism constraints on inquiry agencies bidding behavior as a whole. "According to investment banks, say so-called Netherlands bid means, reported the purchase price by the bidder in accordance with the order from high to low bid, up to meet the scheduled issuance point, whichPrice is subject to all tenders minimum bid price, bid price is the same for all bidders. The so-called United States bidding refers, the bid price to bid their quoted price, have multiple bid prices, pricing as many losses as possible. In fact, the United States-tenders of China's bond market has been used for many years. In 2003, the Ministry of Finance promulgated theOf Finance on the 2003 book-entry Treasury bonds issued notice of tender rules requiring tender was conducted in a 2003 book-entry Treasury bonds prices (that is, "Netherlands") or multiple prices (that is, "United States") the successful tenderer, subject of a bid for interest rates, interest rates and the price of three. However, some investment bankers are worried that, if in the IPO market using United States-tender,Easily lead inquiry agencies jointly reported low prices turn sharply lower average price, the interests of issuers, underwriters are massive damage. In this regard, such guangfa securities investment banker suggested that "in the United States-tender at the same time
diablo 3 gold, you can leave out the beginning and the end-unreasonable price inquiry approach to be punishment, as to offer maximum or first three inquiries directly to cancelHis placing qualifications, prior to the lowest or inquiry object directly cancel the placing of three low qualifications. This can increase the sensitivity of inquiry on the price, and makes final average list price close to the issuer in real value. "The system of five: small and medium-sized investors to participate in the inquiry favourable information showed market equity securities Association of China, currently inquiry object is divided into 7 categories,Are the funds, brokerages, insurance, trust, qualified foreign institutional investor (QFII), finance companies and the recommended type of inquiry, Inquiry recommended classes including private equity, venture capital and private enterprises, etc. In the current inquiry in the composition of the object, there is no figure of medium and small investors. In accordance with the current inquiry system, small and medium-sized investors unable to participate in the inquiry. "Inquiry agencies for newFunds are often only small portion of its funds, and the current IPO remains hot, single inquiry bodies ultimately limited number of shares that can be allocated, this has resulted in most inquiry agencies for quotes are not very sensitive. But small and medium-sized investors tend to increase checked most of the funds for new possibilities, so small investors for the most price sensitive, if theTheir participation in the inquiry, less likely to be expensive. "Above a proprietary Department pointed out that large securities firms in Shanghai. However, some market participants are worried that small and medium-sized investors lack of price discovery, offer easy to deviate from the true value of the company. In this regard, the proprietary believe "on the one hand to strengthen the information disclosure system of the new shares, allowing small investors to get issuers more information;On the overall quality of the medium and small investors remains to be upgraded, but this is a rather lengthy process. However, from the inhibition of new shares issued by the high price point, allowing small and medium-sized investors to participate in the inquiry is absolutely necessary. Specifically, you can exchange or other established small and medium-sized investors to participate in the inquiry on the official website of voting systems, take the most centralized quote, according to a certain weightQuote and placing under the participation in the network. "He also pointed out that in the above meetings," study on advice of the intention to offer medium and small investors, lay participation in each party's responsibilities, promote inquiry, quotation, price reasonableness. "The system of six: mandatory disclosure investment research reports made pricing transparent other than draft prospectus declared, request bodies for issuer information the other way to only participate in the RoadshowRecommended and access to investment research reports. "Road show recommended, issuers and underwriters usually on its business and earnings prospects and brag, inquiry agencies rarely obtain much valuable information. Even some inquiry bodies were gifts to participants of the meeting. "A big investment banks in Shenzhen markets admits one person. In addition, as most of the inquiry agenciesLimited their research capacities, and lack of issuer field research, investment research reports cover information completeness, truthfulness, independence, including giving the issuer's valuation of the fair, inquiry agencies guidelines on bidding behavior has great significance. 2006 the Commission introduced the measures for administration of securities issuance and underwriting for investment and feasibility report of normativeThe relevant provisions, the "Underwriters at the time of inquiry should be provided to the inquiry object value report. Issuers, underwriters and inquiry research on investment value of objects shall not be publicly disclosed in any form the contents of the report ". "Investment value research reports written by researchers independent dealers and signature, underwriters may not provide underwriting investments in institutions other than writing pricesValue research reports ". "In the current issue of new shares under the system, dealers get huge Super raise income taking into account interests of reliable alliances and issuers, so even if the dealer has established a written investment and feasibility report of firewall system, nor will fundamentally remove the underwriters in investment and high valuations to the issuer in the feasibility report of impulses. "A Department of insurance company investment in Shenzhen who believe it is important toInvestment and feasibility report disclosed to the public force, accept supervision by the the vast number of investors in public, which to a large extent to help in the inquiry of the research capability of weaker institutions to conduct reasonable quote. This person said, "in practice, many investment and feasibility report of inquiry bodies are based on the recommended upper limit of the price range and then given plus a certain percentage of the offer. It is necessary toInvestment and feasibility report of the recommended price range given in strict public supervision, given that investment research reports recommended price range limit excess underwriters, should increase the intensity of their punishment. "In addition, according to the securities Times reporter was informed that many underwriters in writing investment research reports are made when a cash discount value model for the issuer. However, this valuation methodologyConclusions very easily from the real value of the issuer. A senior investment banker pointed out that "refers to the discounted cash flow model under the premise of determining parameters of growth for the future of corporate assets to reflect the income-generating capacity, as many be established public companies at present time is very short, growth parameters calculated based on historical data very likely distortion, but also very likely to join researchOfficer's subjective factors. So the current underwriters investment research report to provide the issuer given valuations, interspersed with some subjective factors. Recommended that future investment and feasibility report of such earnings valuation and discounted cash flow model, dividend discount model by combining the issuer in a way that a reasonable valuation, valuation as best able to accept public scrutiny. "The system of seven: expanding networksPlacing constraints under bidding behavior in mature markets overseas, new shares issued under the most chips on network when placing to institutional, only a small amount of chips in the public offering on the Internet. Institutions now that most of my chips, will be responsible for own quote, avoids excessive quotation. In Hong Kong as an example, placements are often as high as 80% per cent under the net, and can reach 90%, which alsoIs one of the important reasons for overseas markets dominated by institutional investors. Placing under the a-share market through expanding networks, also can effectively improve retail investor structure. The a-share market at the current situation is, because network placement ratio is too low, human agency quote quotes, relationship quotes in serious condition, Fund inquiry agencies, such as institutional investors should be difficult to grow the value of theValuations and correction function. Shenzhen said one Senior Investment Bank territories, in order to increase the voice of inquiry bodies, you can increase the subscription ratio of institutions under the network, in the provisions of the securities issuance and underwriting management approach, placing down to a network request objects when placing of shares, public offerings of stock quantities are less than 400 million shares, placing the number does not exceed the total amount of issue 20%; public offering of sharesThe number at more than 400 million shares, placing does not exceed the number issued to the strategic investor after placing the remaining number of 50%. If placing under Agency network in the future scale increase, supply will increase the level of market institutions, improving institutions offer the seriousness and sensitivity, ease the contradiction of placing demand under the net far greater than the supply, make agencies really accountable to their actions, to the value foundThe proper function. At the same time, improving the placement ratio means that the institutions under the network lock chips more, which is conducive to stable secondary market prices of new shares. "Improving the placement ratio means that the institutions under the network lockout chip increases, new shares in the secondary market of stability will be enhanced, which in turn benefits the stability of new shares of the market price. "There are people in the investment banking sector may take into account agency offlineInvestors placing above 20%. On this basis, may also consider further expanding institutional investors to participate in the inquiry under the network team. However, market participants believe that value discovery and inquiry bodies currently relatively limited pricing power, even compared with mature individuals. If placing in a further increase on the existing infrastructure network, by a few inquiriesInstitutions to give new share pricing, pricing power equal to the deprivation of the majority of medium and small investors in disguise, is also prone to inquiries between the interests of the transport and related trade
diablo 3 gold, a move contrary to market principles. The system of eight: extended network placements under lockup period to prevent speculation new shares listed under Network placements of new shares usually has a 3-month lockup period, a securities company in Shenzhen, Director of the Institute, 3Month lockup period is relatively short, can be achieved within a very short period of time now, which provides for more inquiry agencies reported power, after all, new share price higher, secondary market fall into a trap, the greater the profit space. After the new listings, some more is unbridled speculation of new shares in the secondary market, when stock prices in excess of cash, disk access for small and medium-sized investors. "Anti-Agency crazy hype of new shares, then placing under Network lockup period extended from 3 months to 9 months or 1 year. "The brokers Institute said, after placing lockup period under the extended network, inquiry agencies reported high impulse will be greatly weakened, new share price stability helps the secondary market, without more rapid ascent. In short, extend new share placements under the network lockup period, you canEncourages inquiry bodies in the primary market value function into full play, guided inquiry agencies market behaviour tended to be rational. Investment banking professionals view, placing under the extended network lockup period, major shareholders of listed companies could consider extending locked together on a regular basis.
Others:
沒有留言:
張貼留言