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Introduction of the new three board

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Introduction of the new three board

Published: 2016-07-27 Author: Click:

First, how did the new three board come?

The New Third Board originated in Zhongguancun, Beijing, and is mainly a relatively high-tech enterprise. The reason why it is called "new" three board is because there is still a third board, mainly carrying the company's equity transfer of the delisting enterprise, a long time ago STAQ, NET transfer system, the third board is basically dead, due to the Zhongguancun enterprise Limited, so the new three boards at that time did not have much turnover, and the trading was extremely inactive.

In 2012, the New Third Board was expanded to four national high-tech parks, and the source of the project was greatly expanded. Compressor disk

At the end of 2013, the CSRC announced that the New Third Board will be expanded to the whole country and open to all companies. On January 24, 2014, the New Third Board was listed 285 times at a time, and it has reached a total of 621 listed companies, announcing that the New Third Board market has officially become a national securities trading market.

By March 6, 2015, a total of 2,026 companies had been listed on the New Third Board, which is already quite large in terms of number of homes and total market capitalization.

Second, what are the trading methods of the New Third Board?

First of all, the threshold for opening a new three-board account is higher, and the terms are as follows:

(1) Individual new three board account opening conditions

1. It takes more than 2 years of securities investment experience (in the case of the investor's own account in the national SME share transfer system, the Shanghai Stock Exchange or the Shenzhen Stock Exchange, the date of the first stock transaction is the starting point of investment experience), Or have a professional background in accounting, finance, investment, finance and other related fields.

2. In the name of the investor, the market value of the securities at the end of the previous trading day is more than 5 million yuan. Securities assets include customer transaction settlement funds, stocks, funds, bonds, securities companies, and other financial products, except for credit securities account assets.

(II) Institutional New Third Board Account Opening Conditions

1. A legal person institution with a registered capital of more than 5 million yuan;

2. Really paying partnerships with a total investment of more than 5 million yuan.

Compared to the main board, small and medium board and the GEM, the threshold is much higher. It is decided that under the current threshold, only professional investors are generally involved in this market, so the activity is relatively low. There are two main types of trading methods for the three boards, plus one plan is being launched:

(1) Agreement transfer

Relatively random, you can place a order to let others click on the deal, or you can preset a backhand cipher. The transaction amount, password, and price of the two parties must be exactly the same. There is no limit on the price limit, so the price changes are very intense. Generally speaking, the liquidity of the transfer of the New Third Board Agreement is relatively poor, and most of the companies have not been sold yet.

(2) Market transfer

A brief introduction to the concept of a market maker, a market maker is actually similar to a wholesaler, obtaining stocks from a market-making company, and then when investors need to buy and sell stocks, investors do not directly trade, but through market makers. As a counterparty, as long as it is in the quotation interval, there is a duty to close. Therefore, the market maker provides liquidity for the New Third Board, and the equity is more liquid than the agreement transfer.

(3) Auction trading

At present, it has not yet been launched. The initial bidding method used in the same way as the main board and the GEM market, except for some thresholds such as investor access, will generally be similar to the main board market, and we expect the bidding company to Launching a special trading level, the threshold will be more relaxed than the previous two. Of course, the company at the auction level will be the best.

Third, what are the conditions for the new three board hanging board?

If it is just a hanging board, there is only one quantitative indicator: the operation is two years.

Other requirements are mainly:

(1) Satisfying the conditions in which the main business is clear and has a record of continuing operations;

(2) The new three board listed company has a sound governance structure and standardized operation;

(3) The conditions for the listing of the New Third Board, the issuance and transfer of shares are legal and compliant;

(4) Recommended by the brokerage company

From the perspective of my brokerage, these are not problems. The key is whether the company has the potential for long-term development and the determination of entrepreneurs to regulate operations. Because in the perspective of entrepreneurs, the requirements of the New Third Board are actually like this:

(1) Inconvenient, the company's money is enterprise, and it can't be used casually. The small wallet outside is closed. Although the decision of the enterprise is still the decision of the major shareholder, there must be a decision-making process, and everything goes through the procedure;

(2) Taxation must be standardized, and some enterprises have not paid income tax. In the past, they must make up the money.

(3) The company's statements and business operations are displayed to the outside world. Competitors, customers and suppliers can see it. It will inevitably make people even arguing;

Therefore, the cost of the three boards is not the direct cost of the hundreds of thousands of intermediaries, but the above. We hope that companies can really consider whether the above three requirements can be achieved.

Fourth, the process and time-consuming of the new three board is probably what kind of

The main process is:

(1) Brokers, accountants, lawyers and companies reach a preliminary cooperation intention, spend 1~2 weeks to do a preliminary due diligence, find out the important problems, and then sit down and discuss the following issues in turn:

(i) Whether it can be done, whether there are insurmountable obstacles in the current situation;

(ii) the larger problem that can be solved by time, and how long it will take;

(iii) How much normative cost is required, often requires consideration of both, using funds for time or vice versa;

(iv) specific rectification and implementation plans, skipped;

If the initial due diligence results are good, submit their respective risk control departments to the kernel. The core project was formally established through formal establishment of cooperation.


(2) Three institutions entered the site to begin full due diligence and write a public transfer specification

Accountants have the largest workload, mainly to provide basic data needed for follow-up decision-making and filing of documents, establish a corporate accounting system and meet the basic requirements of the New Third Board.

Lawyers and brokers cooperate to turn over the history of the company to see if there are problems with equity, whether there are related transactions and competition in the same industry, and if there is any, the customs are closed. At the same time, look at whether the lines in charge of various competent departments have been legally operated, and if there are problems to help solve the problem.

In the end, the company's rectification was almost the same. According to the issuance time of the audit report, the company was re-branded to form a joint stock limited company. A few companies were founded at the beginning of the company, this step can be skipped.


(3) Official declaration

First, the three institutions submitted their cores to their respective risk control departments. After that, they can submit applications to the National Small and Medium Enterprise Share Transfer Co., Ltd.

After the submission of the information, the share transfer company will ask the project team and the enterprise for some questions. If there is no problem after the project team and the enterprise feedback, they will receive the “no objection letter” from the share transfer company. Registration and abbreviation, code assignment.


(4) Listing

After the listing, the stock can start trading, but it is generally quiet, not as loud as a listing. Because the majority of the companies transferred by the agreement are still low in popularity, the threshold of the public is also high. What's more important is that there is no public offering in the New Third Board compared to the listing. Therefore, there is no chip in the hands of external investors, and naturally there is no transaction...

The above is a simple process of listing. If the company's history is relatively simple and the financial standards are relatively standard, it can be completed within half a year.

Fifth, the significance of the new three boards

The value of the new three board is:

(1) Standardizing the company's equity

The new three-board restructuring process actually turns the company into a company that meets the most basic requirements of the capital market. Therefore, compared with non-hanging companies, if there is a listed company to acquire, the financial data of the New Third Board Company is real, and the basic work is basically Well done, the risk of information asymmetry is actually much smaller.


(2) Have certain financing ability

Many institutions have told companies that the Shangsan board can borrow money from equity financing, and shareholders can still pledge equity financing, but the reality is often not so good. It is true that the New Third Board has a lot of financing cases, and there are also billions of large-scale financing, but the financing ability depends on the company's own business conditions rather than the top three. The three boards are undoubtedly helpful for the amount and cost of financing, but it does not mean that very poor enterprises will be able to absorb the funds after they have been hanged on loose conditions.

If the company itself is in a better situation, it can raise funds through the issuance of shares by way of private placement. Some of the concepts are more advanced. Enterprises with good business performance are as much as the main board and the GEM market, but they are a minority.


(3) Provide price discovery

Of course, for those companies that have basically reached the legal conditions of the GEM, or even higher, the valuation premium offered by the three boards is undoubtedly valuable.

worth it. The M&A price of listed companies in non-three-board enterprises is generally less than 15 times, a few of the better industries are higher, and the consideration of M&A by the three-board companies is significantly higher than that of non-hanging companies in the same industry.

The market maker's overall valuation of the company is more obvious. On the one hand, it is because the market is a brokerage real gold investment company, the screening is very strict, implying the reputation of the brokerage. On the other hand, the market provides the liquidity that the new three boards are scarce: if you want to buy, you can buy it, and if you want to sell it, you can sell it. There is no doubt that liquidity is also price.

Therefore, the above valuation increase greatly increases the acquisition value of shares held by shareholders. Here is a digression. The way wealth is measured by market capitalization is not that shareholders throw away all the stocks. If they do, the stock will be picked up to the price of cabbage. The market value refers to the price that the external investor needs to acquire the company. .

Therefore, the company's overall acquisition consideration has also increased, for some small and sophisticated companies that want to sell, the three boards are undoubtedly valuable.


(4) Increase visibility and investor visibility

When a company landed on the three boards, it obtained the hidden credit guarantee of brokers, accountants, lawyers and stock-transfer companies. It would be more convenient for investors to look for them. Since the company's information has been displayed on a national platform, the company is undoubtedly an advantage in the search for good business conditions. And as far as I know personally, there are already many brokerage companies or funds that have started to raise new three-board investment funds to make selected investments for three-board companies. In the future, the financing function of the three board companies may indeed be improved.

In addition, since the company has demonstrated itself in a national market, it is helpful for the corporate image and the employee's identification. This is not a narrative.

(5) As an inspection of IPO

The company team can be inspected through the whole process of the New Third Board to test the service level of the intermediary and see how the market knows the company. Compared with non-listed companies, the companies listed on the NEEQ will definitely have different auditing efforts, especially after reviewing the exchanges in the future.

As for the transfer channel, I suggest that non-Internet companies should not take this too seriously, it is difficult.

Sixth, the future of the new three boards

Before the New Third Board, China's private enterprises were mainly divided into two types, listed companies and non-listed companies. The financing convenience of listed companies, the company's equity payment value (equity incentives and mergers and acquisitions), talent recognition level is much higher than non-listed enterprises 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 large market of the New Third Board, from agreement transfer to market transfer, to future bidding transactions. Each step will be gradually upgraded and developed. Optimistically speaking, if the entry threshold for investors in the bidding trading sector is reduced to the order of 50,000 to 100,000 yuan, then it can be said that the difference from the GEM is not great.

Since the entry barrier of the New Third Board can be said to have only the requirements of the specification and there is no requirement for performance indicators, any enterprise can hang on the level of agreement transfer, and relatively good enterprises will stand out and rise to market transfer, and then rise to the auction in the future. Trading, in which the relatively professional investors voted with their feet, produced a benign mechanism for survival of the fittest, which is of great significance for promoting the prosperity of the entire business system.

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