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公募基金擬可入市新三板
2020-01-06 22:40  www.katninews.com

  新三板全面深化改革又邁出一步。1月3日,證監會就《公開募集證券投資基金投資全國中小企業股份轉讓系統掛牌股票指引》(下稱《指引》)公開征求意見。這意味著,公募基金終于可“入市”新三板。

The new three-board comprehensively deepens the reform to take another step. On january 3rd the sfc solicited public views on the guidelines for publicly-raised securities investment funds investing in the national system for the transfer of shares of small and medium-sized enterprises (smes). This means that public funds can finally \"enter the market\" new third board.

  為規范公募基金投資新三板掛牌股票的行為,推動公募基金行業更好服務中小企業融資和發展,證監會起草了《指引》,總共15條,主要內容有六個方面,其中包括規范基金投資范圍,僅允許股票基金、債券基金、混合基金投資新三板精選層。

In order to standardize the behavior of the public offering fund investment in the new three-board listed shares and promote the public offering fund industry to better serve the financing and development of small and medium-sized enterprises, the sfc drafted a total of 15 guidelines, including six main contents, including regulating the scope of fund investment, only allowing stock funds, bond funds, mixed funds to invest in the new three-board selection layer.

  事實上,早在2015年,證監會就表示,正在研究制訂公募基金投資新三板的相關業務指引,并發文支持封閉式及混合型公募基金投資新三板掛牌證券。2018年6月25日,央行等五部委聯合發布《關于進一步深化小微企業金融服務的意見》,也提出推動公募基金等機構投資者進入新三板。

In fact, as early as 2015, the sfc said it was studying the development of business guidelines for public funds to invest in new third boards, and issued papers to support closed and mixed public funds to invest in new third board listed securities. On June 25,2018, the central bank and other five ministries jointly released \"Opinions on Further Deepening the Financial Services of Small and Micro Enterprises,\" and also proposed to push institutional investors such as public offering funds into the new three boards.

  到了2019年10月,證監會宣布啟動全面深化新三板改革,其中一項重點改革措施就是引入公募基金等長期資金。2019年12月27日,全國股權公司發布實施首批7件深化新三板改革業務規則,其中《投資者適當性管理辦法》規定,《證券期貨投資者適當性管理辦法》第八條第一款第二項、第三項規定的證券公司資產管理產品、基金管理公司及其子公司產品等機構投資者,可以申請參與掛牌公司股票發行和交易。

By October 2019, the SFC announced the launch of a comprehensive deepening of the new three-board reform, one of the key reform measures is the introduction of public funds and other long-term funds. On December 27,2019, the National Equity Corporation issued and implemented the first batch of seven business rules for deepening the reform of the new three boards, in which the Measures on the Appropriateness of Investors stipulated that institutional investors such as the assets management products of securities companies, the products of fund management companies and their subsidiary companies, as stipulated in Article 8, paragraph 1, item 2 and item 3 of the Measures on the Appropriateness Management of Securities and Futures Investors, could apply for participation in the issuance and trading of listed companies'shares.

  東北證券研究總監付立春表示,證監會明確了股票、債券、混合公募基金可以直接投資于新三板的精選層股票,這可能與以前公募基金等機構的新三板產品不同。公募基金可直接參與新三板精選層的投資,而普通投資者購買新三板公募基金的門檻也會大大降低,意味著個人投資者參與精選層的程度將大幅提高,再加上精選層的個人投資者門檻已經降至100萬,新三板精選層的投資流動性得到相當程度的初步保障。未來,包括QFII等機構投資者進入新三板值得期待。

Fu lichun, director of northeast securities research, said the sfc had made clear that stocks, bonds and mixed public offering funds could be directly invested in selected layer stocks of the new three boards, which could be different from the new third board products of institutions such as the previous public offering funds. Public offering funds can directly participate in the investment of the new three-board selection layer, and the threshold for ordinary investors to buy the new three-board public offering fund will be greatly reduced, which means that the degree of individual investors'participation in the selection layer will be greatly increased, plus the threshold of individual investors in the selection layer has been reduced to 1 million, and the investment liquidity of the new three-board selection layer has been reasonably guaranteed. future, including institutional investors such as QFII to enter the new third board is worth looking forward to.

  同樣在1月3日,全國股轉公司發布實施新三板改革第二批6件業務規則,包括《定向發行規則》《信息披露規則》《掛牌公司治理規則》3件基本業務規則。三件業務規則在2019年11月8日公開征求意見,正式文件與征求意見稿相比有一定修改。

Also on January 3, the National Stock Exchange Corporation issued the implementation of the second batch of six new three-board reform business rules, including the \"targeted issuance rules \",\" Information Disclosure Rules \",\" listed corporate governance rules\" three basic business rules. Three pieces of business rules were publicly solicited on November 8,2019, and the official documents were revised to a certain extent compared to the draft for comments.

  《定向發行規則》借鑒了注冊制理念,優化了定向發行審查機制;取消了單次發行新增股東不得超過35人的限制;允許掛牌同時發行,引入自辦發行,完善授權發行機制,提高融資效率;允許發行人在完成驗資后使用募集資金,降低資金閑置成本。與征求意見稿相比較,正式文件明確了發行人實施定向發行前,不得存在尚未完成的股份回購事項;調整了關聯股東在特定情形下回避表決的持股比例要求,對于董事會決議時發行對象未確定的定向發行,將關聯股東回避表決的持股比例要求由10%調整為5%;同時為避免歧義,對掛牌同時發行新增股份限售的措辭表述進行了調整。

The 《 Rules on Directed Issuance, drawing on the concept of registration system, have optimized the mechanism of directional issuance review; removed the restriction of no more than 35 new shareholders in a single issue; allowed listing and issuance simultaneously, introduced self-run issuance, improved the mechanism of authorized issuance and improved the efficiency of financing; and allowed issuers to use the funds raised after capital verification to reduce the idle cost of funds. Compared with the draft request for comments, the official document makes clear that there are no outstanding share repurchase items for the issuer prior to the implementation of the targeted issue; adjusts the requirement of the shareholding ratio of the associated shareholders to avoid voting in a specific situation, and adjusts the requirement of 10% to 5% to avoid any ambiguity in the wording of the restricted sale of the additional shares listed at the same time.

  《信息披露規則》對不同市場層級掛牌公司的信息披露要求做出了差異化安排,切實提高掛牌公司信息披露質量。與征求意見稿相比較,正式文件進行了三項調整,包括將業績快報、預告的更正及致歉比例調整為20%以及降低基礎層披露負擔,不再鼓勵披露季度報告,后續將進一步簡化定期報告披露內容。

The 《 Information Disclosure Rules make differentiated arrangements for the information disclosure requirements of listed companies at different market levels, and effectively improve the quality of information disclosure of listed companies. Compared with the draft request for comment, the official document made three adjustments, including a 20 per cent correction and apology ratio for the performance KuaiBao, pre-announces, and a lower disclosure burden at the base level, which would no longer encourage the disclosure of quarterly reports and would further simplify the disclosure of periodic reports.

  《掛牌公司治理規