New Third Board Issuing Underwriting Policy Soliciting Opinions: Three Ways Of Issuing Rules And Regulations, Adopting Full Fund Purchase System.

After the first batch of policies for deepening the reform of the third board, the economic report reporters learned in twenty-first Century that there were several important policies concerning issues such as issuance, underwriting, sponsorship and so on.

The documents obtained by relevant journalists from the relevant organizations show that the reform of the new three boards at the public offering level is more than expected. On the basis of learning from the existing A share IPO and Ke Chuang board experience, we have set up a number of special features that conform to the characteristics of the new three board market.

This will also make the public offering of the new three board market different from other public offerings in the future, and gradually form its own pricing valuation characteristics.

The three way of distribution is flexible.

In the first announcement of the policy, the national stock transfer system is clear, the next three new board will adopt three ways of issuing, namely, inquiry, bidding and direct pricing three.

"Compared to the single mode of A shares' online enquiry + online pricing," the new three boards have higher freedom of offering, offering diversified choices to issuers and brokerages, as well as challenging the formulation of plans. Shen Wan Hongyuan new three board research group director Liu Jing said.

The three ways of pricing are detailed. Among them, the inquiry referred to the current form of the science and technology board, and the way of bidding and direct pricing, or the difference between the future and other sectors of the new three board market.

Reporters learned that when bidding is adopted, each investor can only declare once. The purchase information should include the price per share and the corresponding number of shares to be purchased. The issuer and the main underwriter may set the lowest purchase price and disclose it in the announcement, and the price per share declared by the investor shall not be lower than the lowest purchase price.

If the total amount of effective purchase is greater than the amount of online issuance, investors can choose one of the following ways to determine the issue price.

One is that the sponsor will reject the highest bid price after the total amount of the proposed purchase is removed, and calculate the cumulative purchase amount according to the price from high to low. When the total number of purchase requests reaches the number of online issuance or its multiple multiple, the corresponding minimum purchase price is the issue price; the investors who quote the price more than or equal to the issue price and are not eliminated are effective investors.

The other is that the sponsor shall calculate the base price of the purchase declaration according to the method of determining and announcing in advance (weighted average price or arithmetic average price), and expand the price range with a price fluctuation unit of 0.01 yuan for the price of a unit, until the total number of purchased stock reaches the number or the multiple of the issued shares on the net, and the lower critical price is the issuing price. Investors who quote prices within or below two critical prices are effective investors.

The direct pricing issue is the direct pricing method when the public offerings are issued, and the enterprises and sponsors determine the issuing price according to the industry, market situation and the valuation level of the same industry, and disclose it in the prospectus and the announcement.

Liu Jing said: "the initial stage of public issuance of new three boards is characterized by the small size of the issue, the small number of investors, and the underwriters are not yet mature. The highly free way of issuing the new three boards has given the brokers more power, which has also brought challenges to the securities companies. One is to test the communication ability of the broker issuing the reserve price. The two is to test the ability of the broker to choose the issuing way and the actual underwriting ability, and the three is to test the ability of the broker to participate in the decision-making.

In this case, Liu Jing suggested that small scale distribution is suitable for fixed pricing, and that big price market star projects are applicable to inquiry, and bidding has certain special advantages. First of all, from the cost point of view, the "mini issue" is suitable for fixed pricing. Secondly, the star project is suitable for the mature inquiry mode. This is due to the high cost affordability of the issuer, and the motivation of the broker to balance the interests of all parties with the star project. Third, when the broker and the issuer fail to reach an agreement on the issue price and the customers of the securities firm do not accumulate enough, the bidding method has certain advantages.

Special arrangements for public offering

In addition to providing more diversified distribution methods, the reporters also found many special arrangements for new three boards in the document.

First of all, the new three board public offering will adopt a full amount of funds purchase system, which is significantly different from the current A shares market value distribution system. The full purchase of funds means that the investors who participate in the purchase should pay the purchase funds in full.

As to why we should adopt this mechanism in the new three boards, people close to the national stock transfer system said: "taking into account the discrepancy arrangement of the new three board investors, in order to ensure fair participation of QFII, the new three board public offering adopts a full amount of capital purchase mechanism to promote the smooth implementation of the public issuance and maintain the smooth operation of the market."

In addition, the new third board has referred to the sponsor system and the investment system of the science and innovation board, but there is no mandatory investment. The document stipulates that if a sponsor's affiliate is allowed to subscribe for a strategic placement, the number of shares allocated by the sponsor shall not exceed 5% of the number of shares issued, and the duration of stock holding shall not be less than 12 months.

"Setting up an independent subscription mechanism of sponsor institutions, allowing sponsoring agencies to participate in strategic placement, and encouraging sponsors and investors to stabilize investor confidence through binding interests. But at the same time, it does not require the broker and investment to reflect the way of market choice. The head of the new three board business of a medium-sized brokerage firm in Beijing said.

Another point is that many listed companies are concerned about whether the pricing of public offering will damage the interests of the old shareholders.

In this regard, the reporter learned that the national stock transfer system has also set up the corresponding arrangements.

The document stipulates that if the public offering of inquiry or direct pricing is used, if there is more than 1 times the historical transaction price or the historical issue price, or if it exceeds the median or weighted average number after the effective quotation of the net investor has removed the highest bid, it is necessary to issue a special investment risk announcement at least one week before the date of purchase. (Note: historical transaction price refers to the average closing price of the 20 trading days that have recently been traded in the first six months before the application for public offering; the historical issue price refers to the price of previous stock issuance during the first year of the application.

In addition, the new three board listed company has publicly transferred shares in the national share transfer system before issuing the shares publicly. In order to protect the rights and interests of the old shareholders, it is clear that the issue price should exceed the issue price range determined by the resolution of the issuer's shareholders' meeting or lower than the issuing base price determined by the general meeting of shareholders. In view of the public offering of shares of the selected listed company, the issue price should be determined according to the transaction price before the issuer issues a certain period, and at the same time, all or part of the shares should be allocated to the original shareholders.