Experts suggest: The gem should be taken to withdraw from the market

This reporter Zheng Shanghai reported "Shenzhen Stock Exchange Gem Stock listing Rules (draft)" (hereinafter referred to as the draft) has been the end of the request for comment period.　　This reporter research found that the draft 14th Chapter II (Resumption of listing), article 9th (i), 14th (eight), 15th (v), refers to the gem company carried out a major asset reorganization activities, but there are no restrictions on the gem listed companies backdoor reorganization of the relevant provisions. In the 15th and 5th of the above mentioned, the suspended listing of gem companies in the resumption of listing applications, should be submitted to the exchange of documents included in the "Statement of the company's major assets reorganization program."　　This regulation is also considered by insiders, the exchange not only did not limit backdoor restructuring, but in the intention to encourage the gem listed companies backdoor restructuring.　　Gem delisting mechanism can change the motherboard chronic disease, backdoor reorganization of the remaining and waste in which play what role? This reporter interviewed the Chinese Academy of Social Sciences Financial Markets Research Institute deputy Director Yin Chengli, yanjing Overseas Chinese University President Watson, Everbright Securities Investment Bank Deputy Director of the sponsor Representative Wang Jinming, the State Sea securities Mergers and Acquisitions Department general manager sponsor representative missiles, Guotai mergers and Acquisitions Department executive Director sponsor representative Xiaquan and other industry experts and scholars,　　Try to discuss the problem of delisting mechanism.　　Delisting mechanism to deposit potential "back door" Moderator: The opinion manuscript highlighted the delisting mechanism, what is the intrinsic reason? Missiles: mainly based on the gem is different from the motherboard company's properties. GEM Board company listing conditions compared to the motherboard greatly reduced, the average scale is small, the operation is not stable, the high tech company early stage has the big growth potential at the same time the risk is also high, therefore the gem market needs to adopt the design to be more market-oriented, is more strict than the motherboard market withdrawal system to strengthen the fittest, maintains the market overall quality,　　Also guide investors to establish prudent investment philosophy. Xiaquan: The risk of delisting is an ultimate risk for stock investors, and it is also the biggest constraint on their risk consciousness, especially in the riskier gem market. Otherwise, investors buy stocks are not dead gold body, who will have the risk consciousness? In the end, not only without risk awareness, but more inclined to blindly scrambled these rotten companies, because rotten company finally want to do not return the city must be restructured.　　The peculiar phenomenon of the St Plate in the motherboard market is the most typical proof, we hope that similar things will not be reproduced in the gem.　　Wang Jinming: Management wants to give full play to the gem market optimize the function of resource allocation, the resources to those high growth, High-tech and innovative business models, such as the urgent need for listed small and medium-sized start-up companies, and through the implementation of effective delisting system, can achieve the fittest, while guiding investors to establish prudent investment philosophy.　　Moderator: Since the delisting mechanism is so important, can the provisions of the present draft on the withdrawal mechanism really play its due role? Yin Chengli: Can play a certain role, but there are some loopholes, the performance of continuous loss or net worth of negative entrepreneurialBoard companies can also be a certain means to circumvent the punishment of the city.　　If the expected main business future worries, large shareholders in order to ensure their own equity to achieve value-added, and eventually in the two-tier market, there will be such a power in the full circulation right before the protection of listed companies are not forced to return the city.　　Of course, there will be a lot of specific means, for example, through non-recurrent gains or losses to the profit, or large shareholder donations, related transactions, debt restructuring, government tax relief, or even the introduction of the reorganization party to solve the problem, and these will give the interests of small and medium-sized shareholders to bring certain hidden dangers. The current opinion draft stipulates that, because of the non main business income makes the earnings of the company, will be withdrawn from the city risk warning, changed to "other risk warning." However, if the next fiscal year, the performance of the new loss or still from the non-recurrent profit and loss, the draft does not give a limit.　　This is one of the loopholes in the exit mechanism of the present draft.　　Wang Jinming: The draft in the delisting mechanism, than the motherboard and the board has more market-oriented and strict regulations, and a number of new delisting cases.　　However, it should also be noted that the current "listing rules" for the draft design of the delisting procedure, there is no significant difference with the motherboard, the relevant gem in the next prescribed periodic reporting time, or through asset restructuring, debt restructuring or financial subsidies and other beautification of the means of the return of the city to eliminate risk warning.　　Missiles: First of all, for the performance of continuous loss or negative assets of the listed companies, the suspension of the listing rather than direct withdrawal is necessary, so that the listed companies a buffer opportunity to avoid the market fluctuations caused by the temporary loss of the wrong to kill the innocent.　　But I think, because the main business continuous loss or net assets are suspended after the IPO, re-application of the premise of the resumption of the listing, must be the original actual control of the original main business and change, so that the main business to restore profits or net assets recovery is positive, that is, the deduction of non-recurrent gains and losses after the net profit is positive, otherwise directly back to the city.　　In addition, for the negative net assets, should also be limited to, must be through the original main business and the original actual controller to achieve net assets, as a prerequisite for the resumption of the listing, can not be sold by the shell (introduction of the reorganization) into the assets of the way to achieve net assets is positive. Backdoor reorganization must strictly limit the moderator: This involves the gem of the listed companies shell resources, the value of the current industry generally believe that because the gem listing difficulty has been reduced, its shell resources will not be like the motherboard market shell resources as valuable, so backdoor restructuring phenomenon will not be common in the gem market.　　What is the comment on this view? Yin Chengli: Gem listed companies shell resources have no value, in the gem has not been introduced before the blind speculation.　　But other market experience in the gem can provide some useful reference. For example, Hong Kong gem, a few years ago, mainland enterprises to Hong Kong backdoor a stream, and even its "shell price" fried several times higher. Even in Hong Kong, where the market conditions are lax, how can we blindly speculate that the mainland stock market, which is based on approval system, has no value?？　　Wang Jinming: At present, the gem has not been officially launched, financial indicators, such as attributes, although much lower than the motherboard, but also to see the management of the attitude, as well as the gem listing of many soft conditions to grasp the scale, so it is not easy to say that the difficulty of the listing is reduced.　　On the other hand, as the gem is generally small, the cost of restructuring is lower than the motherboard, while operating instability, the original major shareholders will have a stronger than the main board of the backdoor motivation, the reorganization of the phenomenon may be more.　　Moderator: The draft does not appear before the market hot discussion of the strict restrictions on the content of backdoor reorganization, how to look at it?　　Wang Jinming: The result of direct exit is that most of the retail investors may lose their income, in the case of Chinese investor education, risk awareness and legal awareness and the developed countries have a big gap, the design of strict restrictions on the content of backdoor reorganization, there may be a greater social stability risk. Watson: The reorganization of shell resources is a chronic disease in China's capital markets, which has distorted the valuation standards of the securities market, so I objected many years ago.　　This time I put forward again, but also hope that the gem as a new plate, can be done in the beginning of a more normative, and form a good model role.　　Yin Chengli: The opinion draft to the GEM backdoor reorganization behavior not to forbid even to advocate, this is extremely unfavorable to the gem.　　Under the premise that the shell resources have certain value, the backdoor reorganization not only lets the listed company not be trained to die the gold body (this point is already very obvious in the motherboard market), the delisting mechanism is fictitious, the serious information asymmetry will also help it become the hotbed of insider trading and manipulation of stock price behavior.　　Therefore, whether from the healthy development of the gem, or from the point of eliminating insider trading, reducing the regulatory pressure of regulators, it is necessary to strictly restrict the backdoor reorganization in the gem.　　Moderator: How to properly handle the conflict between backdoor and backdoor requirements? Yin Chengli: The HKEx has actually experienced similar problems and their solutions are ingenious.　　Therefore, we can only draw on the two provisions of the newly amended listing rules introduced by HKEx on April 1, 2004. First, as long as the asset value of the injected business reaches 100% of the shell company's assets, it is regarded as a "very significant acquisition" and is subject to the IPO process as the new company goes public. Secondly, after 24 months of gaining control of listed companies through backdoor, the assets of the listed companies can be injected into the reorganization party.