In-depth review: a review of the history of A shares
Original title:[Guosheng Strategy Zhang Qiyao team]In-depth review: A-share growth history Source: Yao Wang backward trend 1, A-share market growth history review1.
1. The germination stage (2006-2013) 1.
1 Background: The macro economy is improving, and the history of the two-way pressure on the A-share market in the capital market is directed at the earliest history of Neusoft Group (600718).
Neusoft Group assumes 30.
The issue price of 50 yuan was increased by 15 million shares, and the actual raised funds reached 4.
5.8 billion yuan.
However, given that the relevant laws and regulations were not sound at that time, the internal fixed increase was basically stagnant for the next 5 years. There were only 4 cases of targeted issuances successfully implemented before 2006. Public issuance is still the main channel for listed companiesThe era of Dingzeng is definitely coming.
On the eve of the official start of the fixed-income era, the macro economy is in a rising period of “high growth + low interest rates.”
Since 2002, the troika for investment, export and consumption has been strong, which has promoted the steady increase of economic growth. GDP has maintained a high growth rate of more than 9%, and it has risen since 2005; at the same time, it will inevitably lead to pressure since 2004.It has continued to decline since the beginning of the year, and the economy is in a good upswing period.
However, the capital market is facing a contradiction between supply and demand.
Since the “Internet bubble” burst, the stock market slump has lasted for nearly five years. The capital market has run counter to economic development, exposing many deficiencies in the A-share market, and the role of the capital market in serving the real economy has “existed in name.”
In 2005, the long-term capital market actually faced double pressure from both supply and demand at the same time. The long bear market was difficult to mobilize investors’ enthusiasm for entering the market, and market sentiment was generally sluggish. Gradually, the increase in market chip supply has continued to shrink since 2004.During the nearly one-year period from June 2005 to April 2006, A-share equity financing was facing complete stagnation, and both supply and demand faced a contradiction between the exhaustion of development momentum. A-shares urgently needed fresh blood to revive the market.
2 Development: With the signing of the “Administrative Measures for the Issuance of Securities of Listed Companies” as a sign, the fixed increase has entered the nascent stage. With the change of the “Administrative Measures for the Issuance of Securities of Listed Companies” in 2006, the development of gradual incremental increases has really embarked on a standardized road.
The measures for the first time propose that listed companies can implement additional issuances by either public or non-public offerings, and non-public private placements have officially entered the norm.
Compared with the public issuance, targeted issuance has a higher threshold. The company does not need to meet the ROE requirements of the past three years, and the fixed increase allows 10% discount to set the issue price, which is more attractive to investors.
It is these advantages that drove the fixed increase to quickly surpass the public offering and became the first choice for listed companies to issue additional shares.
In 2006, 53 fixed-income projects were implemented, while only 6 were publicly issued during the same period.
Since then, the number and scale of targeted issuances have gradually increased. From 2007 to 2012, the average annual increase in implementation was more than 100, and the number of public offerings was less than 30 in each year.
In September 2007, the “Detailed Implementation Rules for the Non-public Issuance of Stocks of Listed Companies” detailed the relevant provisions of the management measures again. The reorganization and pricing base date allow multiple choices. It may be the announcement of the board of directors ‘decision on the non-public issuance of stocks, or the general meeting of shareholders.The announcement date of the resolution may also be the first day of the issuance period; the resolution also expanded the scope of investors for a 36-month lock-up period, and decided to increase regulatory leniency.
With the implementation of the new regulations, both the number and the scale will increase.
Since the “Measures for the Administration of Securities Issuance of Listed Companies” in 2006, the implementation of fixed-increasing projects has become more and more repeated, and 10 months after the publication of the 2007 outline, the number of fixed-increasing implementations in a single month reached 20.
In essence, the scale of the fixed-income fundraising also broke out at the end of 2007, and a small monthly peak was reached in December.
Affected by the financial crisis in 2008, the number of fixed-increasing projects and the scale of financing experienced a rapid decline, but then with the release of 4 trillion liquidity, the enthusiasm of fixed-increasing rapid recovery, the average number of fixed-income projects from 2009 to 2013 remained at an average monthlyAbout 15 items have been set to become daily financing tools for listed companies.
The financing purpose of the initial increase is mainly focused on project financing, asset acquisition and group listing.
A large number of fixed-increasing projects at this stage focused on project financing. During the 8 years, fixed-increasing projects used for project financing reached 611, accounting for 51.
8%, and the scale of fundraising for project financing also reached 752.
3 billion, accounting for 35.
In addition, the fixed increase is used for asset acquisition, and the number of listed companies is relatively high. The fixed increase projects of asset acquisition and group listing have reached 161 and 140 respectively, and the proportion of funds raised in the first three major financing purposes has also reached 71.
Listed companies implementing fixed-income projects are more concentrated in chemical, real estate and public utilities.
From the perspective of the implementation of multiple industries, the three major industries of chemical industry, real estate, and public utilities have implemented a number of front-line implementations, which are 93, 85, and 74 respectively.
From the perspective of the amount of funds raised, the scale of fundraising in the financial real estate and public utilities sectors ranks first, and the average amount of funds raised by banks and non-bank financial fixed projects is recognized.
With the increase in scale and the opening of the Growth Enterprise Market, the attention of major asset restructuring markets has gradually increased.
With the expansion of fixed increments and scale, large fixed increments involving major asset restructuring have also gradually developed, and related laws and regulations have also gradually improved.In April 2008, the China Securities Regulatory Commission issued the “Measures for the Management of Major Asset Reorganizations of Listed Companies”, which detailed the identification and review criteria for major asset reorganizations, and companies that have implemented major asset reorganizations gradually submitted profit compensation requirements to ensure participation in major asset reorganizations.Investor’s investment rights.
In 2011, the CSRC issued the “Decision on Amending the Relevant Provisions on Major Asset Reorganizations and Supporting Financing of Listed Companies”, which defined the lower limit of the scale of asset purchases for major asset reorganizations in detail, and allowed the raising of related supporting funds to further encourage listed companies to adoptSignificant asset reorganization and high-quality resource integration.
With the implementation of related policies, major asset reorganizations have ushered in development. Especially since the establishment of the GEM in 2009, GEM companies that have gathered in the growth industries of technology have more extensive asset restructuring needs. GEM-listed companies implemented a total of 2012-2013.28 fixed-increasing plans were set up, and all financing purposes were focused on the acquisition of other assets, asset replacement and restructuring, and related ancillary financing.
In general, from 2006 to 2013, the germination stage of scheduled fixed-income development can be considered, and fixed-income financing has achieved dailyization, but the overall amount and the scale of funds raised are still at historically low levels.
In the next 8 years, the A-share market completed a total of 1,180 targeted additional issuance plans, and gradually raised the scale of funds to 2.
14 trillion, which is more than the total size of IPO financing during the same period.
67 trillion, set to rise in the emerging field of equity financing.
3 Impact: The contribution of fixed-income performance is obvious, and the contribution of fixed-income performance is high after the return on investment is high, but it is gradually declining.
From 2006 to 2013, the scale of funds raised by the fixed-income project was mainly concentrated on listed companies on the main board and small and medium-sized boards. The listed companies that implemented the fixed-increased performance showed a clear advantage outside 2010.
However, from the perspective of time, the performance contribution of Dingzheng has been decreasing year by year. The performance improvement brought by the early implementation of Dingzheng is very significant. However, as the growth of Dingzheng has become normal, the boost in performance has gradually faded.
After 2011, the performance contribution brought by Dingzeng has once again continued to fall, and the growth performance of Dingzhang has been gradually wiped out by the years.
Beyond the corporate side, investment returns are also an important dimension of the impact of fixed growth on the capital market.
Since 2006, the lifting period of long-term fixed value-added projects (rounded by the number of days of lifting the ban period to rebuild the lifting period) has been mainly concentrated in two categories: one year and three years, and the proportion of the amount and financing scale reached 95% and 90%, respectively.
Therefore, we will focus on the two types of fixed-income project investment returns.
Calculation method of investment income: falsely set the value-added investment to buy shares at the issue price on the issue date, and reduce the holding and cash on the expiration date of the lifting of the ban.In terms of income, the relative increase of the fixed increase is calculated by using the CSI 300 Index’s increase and decrease over the same period; the annual division is based on the year in which the fixed increase shares are issued.
The overall return of the fixed increase is high and low, and the relative return of the fixed increase for three years is relatively stable.
In the early days of the fixed-income increase, both types of fixed-income gains significant absolute benefits, and then the fixed-income returns quickly fell in 2008.
From 2009 to 2011, the one-year and three-year fixed-income investment returns gradually picked up.
After 2012, the one-year investment return fell again, and the three-year investment return continued to rise.
In addition, from the perspective of relative returns, the one-year relative returns are similar to the absolute returns, and the three-year relative returns have been relatively stable. Except for 2012, the relative returns have basically remained at about 25% between 2009 and 2013.
2Deterministic growth outbreak phase (2014-2016) 1.
1 Background: Indirect financing raises the pressure on debt, capital market service entities partially increase the pressure on the development of the real economy, and indirect financing raises the pressure on debt.
Since 2012, for a long time, most entities have faced financing difficulties, irrational corporate structures, modern corporate governance experience, and lack of market competitiveness. These problems have gradually intensified, further boosting the leverage of non-financial companies, accelerating the accumulation of debt risks, and replacing them.Numerous development problems of the real economy are also facing the pace of national economic and social progress, and the innovation ability of the market is exerted.
In addition, a large amount of funds flowed to non-standard products, further reducing the direct financing space, and the ability of the capital market to serve the real economy was once again challenged.
The recognition of many problems brought about by the capital market’s difficulty in effectively serving and promoting the real economy is increasingly hindered.
Since the end of 2013, the capital market has served the real economy and has significantly increased in some areas.
In December 2013 and May 2014, the State Council successively issued the “Opinions of the General Office of the State Council on Further Strengthening the Protection of the Legal Rights and Interests of Small and Medium Investors in the Capital Market” and “Several Opinions of the State Council on Further Promoting the Healthy Development of the Capital Market” (the new “National”Article 9”). In just half a year, the State Council issued two opinion documents specifically for the capital market, and the capital market has changed.
National policies actively encourage the capital market to play a role in optimizing the allocation of resources, and actively promote the improvement of modern enterprise systems and corporate governance structures, improve the quality of listed companies, enhance the competitiveness of enterprises, and promote capital formation and distribution.
Capital market reform has become an important part of revitalizing economic momentum and promoting economic transformation at this stage.
2 Development: With the achievement of the GEM refinancing method as a sign, the GEM refinancing method will be implemented in the outbreak stage, which will sound the clarion call for the outbreak of GEM.
In May 2014, the CSRC issued the “Interim Measures for the Administration of Securities Issuance by Listed Companies on the Growth Enterprise Market.” As a concentrated place for small and medium-sized listed companies, the GEM has faced more financing needs for a long time, and the decline in the refinancing scale of the Growth Enterprise Market is bound to be this.The first-stage requirements provided a huge breakthrough.
Compared with the main board and small and medium-sized boards, the profit conditions for the GEM fixed increase have been relaxed from 3 consecutive years to 2 years, the lower limit of the asset-liability ratio is set to 45%, and the lock-up period of the fixed increase shares has been differentiated.The price discount strength is given to lock requirements of different lengths from 0 to 36 months.
Although the number of issue targets is set to 5, but the main board and 10 small and medium-sized boards, the inheritance of this policy still inspired the enthusiasm of the GEM listed companies.
The growth of GEM is set to rise rapidly, and it will usher in an explosive phase.In the first quarter of 2014, the main board’s fixed increase accounted for more than 50%. However, with the implementation of the new rules for the refinancing of the GEM, listed companies in the small and medium-sized venture sector will continue to increase their implementation.
By the fourth quarter of 2015, the number of GEM, SME board, and main board implementations will increase to 89, 107, and 137, respectively, gradually becoming a “three-legged stand”.
The period from 2014 to 2016 can be described as an explosive period for the country ‘s fixed-income market. The average number of quarterly fixed-income implementations reached about 175, which is much higher than the average level of about 35 during the budding stage, and reached 333 in the fourth quarter of 2015.
In fact, the amount of fixed-income raises has leaped forward at this stage, and has become a well-deserved “leader” in the field of equity financing. The proportion of fixed-income financing to equity financing has basically remained at about 80% at this stage.
At this stage, the fixed-increasing projects for the purpose of asset acquisition are rapidly increasing, and supporting financing is more common.
In this project, the fixed-increasing projects for the purpose of asset acquisition and matching financing were rapidly upgraded, reaching 594 and 521, respectively, both approaching the amount of project financing.
In terms of financing scale, the scale of the first three types of projects has reached about 2.
4 trillion, accounting for 62.
The industry distribution during the outbreak period is more biased towards TMT and medical biology.
During the collective outbreak period, the media, medical biology, and computer ranked among the top three, with 207, 182, and 175, respectively.
In terms of fundraising scale, in addition to traditional financial real estate, the financing scale of the media, pharmaceutical and biological, chemical, and electronics industries has also increased rapidly, and is at the forefront of the industry.
The review criteria for the recognition of major asset reorganizations continued to relax, and asset reorganizations expanded rapidly.
The new “National Nine Articles” in 2014 clearly stated that market-oriented mergers and acquisitions should be encouraged.
Give full play to the role of the capital market as the main channel in the process of corporate mergers and acquisitions, strengthen the ownership pricing and transaction functions of the capital market, expand the financing channels for mergers and acquisitions, and enrich the payment methods for mergers and acquisitions.
In November of the same year, the Measures for the Management of Major Asset Reorganizations was revised again.
In the upcoming revision of the measures, reductions, major asset restructuring estimates and review standards have been effectively simplified, and the progress of asset restructuring has been accelerated; restructuring and additional issuance pricing requirements have also diversified, allowing listed companies to independently choose a pricing base date based on themselves and market conditions;In the end, earnings compensation requirements were further relaxed, and institutional investors were encouraged to actively participate in M & A and restructuring.
Multiple policy revisions mean that the country has a positive attitude in encouraging high-quality asset restructuring.
Stimulated by policy encouragement, the number of major asset restructuring projects completed jumped to 241 in 2014, which has nearly doubled from 2013.
In general, from 2014 to 2016, the outbreak phase of the scheduled fixed increase development can be considered, and the number of fixed increase implementations and the scale of financing have experienced rapid increases.
With the gradual maturity of the Growth Enterprise Market and the restructuring, there has been a large outbreak of demand in the TMT and pharmaceutical and biological fields. The reorganization has also led to many asset reorganizations and M & A transactions.
The A-share market has completed a total of 2,104 targeted issuance plans during these three years, and gradually raised funds to 3.
83 trillion, accounting for 58 of the current equity financing scale.
9%, the fixed increase has become the primary equity financing method for listed companies.
3 Impact: The outbreak of fixed increase promotes the acceleration of performance, but the frequent occurrence of mergers and acquisitions also accumulates the risk of goodwill. The outbreak of fixed increase drives the acceleration of performance of various sectors, and the implementation of a large number of mergers and acquisitions promotes the risk of goodwill.
The fixed-increasing project at this stage began to expand from the “outstanding” mainboard to various sectors. Small and medium-sized venture capital listed companies began to convert the fixed-income policy. The loose environment began to gradually implement fixed-income refinancing. The company’s scale and profit expanded rapidly. Implementation in 2016The average growth rate of small and medium-sized listed companies that are set to increase has reached a historical high of about 150%.
With the rapid growth of corporate performance, M & A and restructuring at this stage have also flourished. The average value of M & A transactions implemented by A-share listed companies in 2015 and 2016 reached more than 500 billion US dollars.
However, at the same time, a large number of mergers and acquisitions have also promoted the scale of goodwill, and the goodwill itself has risen in the wave of mergers and acquisitions, set new historical highs in succession, accumulated huge risks of goodwill, and finally in the 2018 annual report 3 years laterReached the peak concentration outbreak.
The relative growth of fixed investment increased first and then decreased.
From the perspective of absolute returns, the one-year fixed-income investment returns increase year by year at this stage, while the three-year fixed-income investment returns continue to fall.
From the perspective of relative returns, the one-year and three-year fixed-income investment returns both experienced a round of improvement and decline, and achieved better relative returns in 2015.
3 Definite tightening phase (2017-2018) 1.
1Background: After the outbreak of securities regulation has been rigorously determined, frequent disturbances in the capital market have led to tighter regulation.
Behind the democratic expansion and expansion of capital within a few years, some listed companies also have phenomena such as detachment from the main business, speculation, excessive financing, and even disguised financial investment.
In addition, the scale of backdoor listings has repeatedly pushed up the value of shell resources, which has caused some poorly-performing listed companies to be highly hyped. Changeover stocks and micro-profit stocks continued to outperform outstanding stocks during 2014-2016, and the capital market was chaotic.Eventually triggered stricter stock market regulations.
2 Development: With the strict supervision of backdoor listing, the fixed-income policy began to tighten. The major asset reorganization was revised again in September 2016, and the policy supervision released a tightening signal.
From 2014 to 2015, speculation in the market continued to increase, and backdoor listings exceeded 40 cases for two consecutive years.
However, this kind of speculation has seriously deviated from the concept of value investment and brought great risks to investors.
In September 2016, the CSRC began to tighten relevant policies and issued the “Decision on Amending the” Administrative Measures for the Restructuring of Major Assets of Listed Companies “” to further revise the major asset restructuring regulations for backdoor listings.
This decision expands the scale of proportion of a single purchase asset that is custom-defined by the backdoor identification standard to the revenue corresponding to the purchase of assets, the proportion of net profit, and the proportion of net assets purchased, etc., any one of which is 100% is considered asBackdoor.
At the same time that the scope of the backdoor listing was expanded, the CSRC also cancelled supporting financing rights for backdoor listings and extended the lock-up period of shares. The backdoor listing supervision continued to tighten.
Since then, the enthusiasm for M & A and reorganization has begun to decline, and the number of backdoor listings in 2016 has quickly dropped to 16 items, which has also laid the groundwork for the end of the peak growth period.
The refinancing budget was revised, the financing requirements were gradually tightened, and the attractiveness of fixed increase was significantly reduced.
In February 2017, the China Securities Regulatory Commission revised the “Implementation Rules for Listed Companies’ Non-public Issuance of Stocks” and issued the “Regulations on Issuance Regulations-Regulatory Requirements for Guiding the Financing Behavior of Listed Companies”.
The minimum regulations comprehensively implement policies such as optimizing the pricing mechanism, limiting the size of a single financing, raising financing interval requirements, regulating the use of raised funds, and regulating the refinancing behavior of listed companies. The overall regulatory requirements are more stringent.
In May 2017, the CSRC continued to promulgate 四川耍耍网 the “Several Provisions on Shareholders of Listed Companies and the Decreased Shareholdings of Directors and Supervisors”.
The 2017 rule amendments and new rules for major shareholders ‘reductions in holdings have been expanded to strictly limit the pricing base date to the first day of the issue period, significantly reducing the spread space; instead, restrictions on non-public offering subscribers’ restrictions on reductions after the expiration of the lifting periodThe disguise extends the lockup period for the subscriber.
The reasons for the changes in the above-mentioned scale policy have led to non-public offerings, especially large-scale non-public offerings, which have significantly reduced the attractiveness to investors.
The fixed increase gradually decreased, and other refinancing methods alternately heated.
With the tightening of policy supervision, the enthusiasm of Dingzeng quickly fell back. The implementation has started to fall several times since the beginning of 2017. After a slight rebound in the second half of the year, it has completely entered the downward channel. The implementation of Dingzhang has fallen to the bottom in September 2008.Implementation has been less than 10 items.
At the same time, with the tightening of the fixed-increasing channel, refinancing needs began to seek other channels. The scale of financing of convertible bonds, preferred stocks and exchangeable bonds and other instruments has risen alternately, and the dominant equity financing hegemony is facing challenges.
The increase in categories fell collectively, and project financing fell significantly.
Compared with the peak period, the top three types of fixed-increasing purposes are still asset acquisition, project financing and supporting financing, but the number of fixed-increasing projects for various purposes has fallen to varying degrees, and project financing has fallen significantly.Partially significant, the amount and size of financing has roughly halved on average, and has ranked second.
The industry will be tilted towards machinery and equipment, chemicals and electronics.
At this stage, the overall setbacks have been frustrated, and multiple returns have been made to machinery and equipment, chemical industry and electronics. The top three industries are 81, 71, and 56.
Regarding the scale of fixed-increasing funds, mergers of various industries have declined, and the banking sector has once again seen a scale-up plan, and the scale of fixed-income funds is approaching 200 billion yuan.
3 Impact: The collective contribution of fixed-income performance falls collectively, and the risk of goodwill on GEM is released collectively.
With the tightening of the fixed-growth policy, each sector will increase multiple collective declines. The performance growth rate of the enterprises that implement the fixed-growth will decline collectively in 2018. At this stage, the impact of the fixed-growth growth of the various sectors has clearly differentiated. Among them, the main board, small and medium-sized boards and the GEMThe contribution of fixed-increasing performance has gradually decreased. The large-cap blue-chip stocks that implement fixed-increasing performance have shown relative stability. Facing the background of collective retreat of performance shows certain advantages, GEM should focus on the explosion of goodwill impairment, and the performance growth rate is obvious.Falling, the contribution of the fixed increase turned negative.
In general, the tightening of this round of tightening has a significant impact on the performance of companies that implement it, but it is also because of the tightening of the round of supervision that the risk of “false prosperity” caused by soaring goodwill has been released, and the post-capital marketThe benign operating prospects laid the foundation.
The fixed-increasing tightening margin, the one-year fixed-income return first fell and then rose, and the three-year investment return negative income continued.
With the tightening of the fixed-income policy, the issuance of outstanding shares has significantly improved, and investment returns have also fallen significantly.
In terms of absolute return level, the one-year fixed-income investment return quickly fell in 2017, fell to negative income, and then rose again in 2018; while the three-year fixed-income investment income continued to continue with negative income.
In terms of relative returns, the one-year fixed-income investment returns continued to increase, while the three-year investment returns continued to fall.
4 The period of steady recovery (from the end of 2018 to the present) has increased economic uncertainty, and the capital market segmentation has again become prominent.
Since 2018, Sino-U.S. Friction has continued to ferment, the contribution of foreign trade economy continues to be under pressure, the momentum of economic growth faces many challenges, and the growth rate of GDP has continued to fall.
Moreover, the stock market in these years has continued to fluctuate downwards since the beginning of 2018, and the major inflow of overseas funds is also difficult to change the market trend.
China’s economic development is facing changes in its economic model, intensified overseas transitions, and difficulties in financing SMEs. The role of the capital market in serving the real economy has once again become the focus of market attention.
The report of the 19th CPC National Congress pointed out that it is expected to strengthen the financial services real economy capacity and increase the proportion of direct financing.
The 2018 Central Economic Work Conference also highlighted the nature of direct financing again. As a pioneer in the reform of the capital market registration system, the Science and Technology Innovation Board also started planning, and the capital market reform was once again raised to a high design level.
The benefits of tightening regulations have now been reached, and the increase is set to welcome the turnaround.
After nearly two years of policy tightening, the long-term fixed-income market has gradually shrunk. Especially since 2018, the implementation of fixed-income growth has continued to fall several times.The previous policy adjustments have significantly suppressed the fixed income increase. The difficulty of participants in fixed income growth will further optimize the structure of investors participating in fixed income growth. Investment institutions that focus on investment value analysis and risk control will continue to develop and achieve the survival of the fittest.
At the same time, the price game has gradually returned to rationality, the capital structure of the primary market has increased significantly, and the number of participating investment institutions has also declined significantly.
In view of all the chaos that had previously been set to increase during the outbreak period, national policies have begun to show signs of relaxation.
In October and November 2018, the CSRC successively released “Related Questions and Answers on Listed Companies Issuing Shares and Purchasing Assets While Raising Supporting Funds” and “Issuance Supervision Questions and Answers-Regulatory Requirements for Guiding and Regulating the Financing Behavior of Listed Companies”.Supporting financing restrictions have been liberalized, the refinancing interval has been further shortened, and policy supervision has loosened.
Since 2019, revisions to the refinancing policy have been promulgated one after another to strengthen the signal of fixed increase and warming.
In February 2019, the CSRC issued “Several Opinions on Strengthening the Service to Private Enterprises”.
Opinions pointed out that it is necessary to deepen the reform of the system of mergers, acquisitions and reorganization of listed companies, combined with the reasonable demands of private enterprises, study to expand the scope of use of directional convertible bonds and the scale of issuance, and actively encourage financial services entities to run private enterprises.
In October 2019, the CSRC revised the “Measures for the Management of Major Asset Reorganizations of Listed Companies” again to relax the criteria for reorganization and allow the relevant high-tech industries and strategic emerging industries-related assets that are in line with the national strategy to be reorganized and listed on the GEM, and to resume reorganization and listing.Supporting financing, major asset reorganization supervision loosened.
In November 2019, the CSRC successively issued the “Administrative Measures for the Issuance of Securities by Listed Companies”, the “Interim Measures for the Administration of Securities Issuance by Listed Companies on the GEM Board”, the “Implementation Rules for the Non-public Issuance of Listed Companies”, and the “Issuance Registration of Listed Companies by Science and Technology Board”Refinancing rules such as the “Administrative Measures (Trial)”, and openly soliciting opinions, a large-scale relaxation of reforms to increase the administrative measures is on the horizon.
At the beginning of 2020, the fixed-increasing amendment was formally implemented, and the fixed-increasing recovery can be expected.
After three months of public consultation, the Securities and Futures Commission officially released the “About Amendment” on February 13.
<上市公司证券发行管理办法>Decision “on the amendment
<创业板上市公司证券发行管理暂行办法>Decision “on the amendment
This revision has achieved a number of relaxations in the issuance system: 1) streamlining the issuance conditions and broadening the coverage of GEM refinancing services; 2) optimizing non-public institutional arrangements and supporting listed companies to introduce strategic investors.
If the board of directors of a listed company decides to determine all the issue targets in advance and are strategic investors, the pricing base date allows diversified and independent choices; 3) Adjust the stock pricing and locking mechanism to allow the issue pricing to be as low as 20% off the reference price, and the lock-in period also varies fromThe previous 36 months and 12 months were shortened to 18 months and 6 months, respectively; 4) The number of issuance targets was relaxed: the number of issuance targets for the non-public offering of shares on the main board (small and medium-sized boards) and the GEM was no more than 10 and 5 respectively.Names, unified adjustment to no more than 35; 5) Properly extend the validity period of the approval documents, to facilitate the listed company to choose the issuance window, and extend the validity period of the refinancing approval documents from 6 months to 12 months.
Since then, the degree of relaxation of the main fixed-income regulations has basically returned to the level of the outbreak in 2014, and some provisions such as the target of issuance and the validity period of the approval have been further relaxed, and the relaxation of the fixed-income policy has reached an all-time high.
In the future, with the successive implementation of the policy relaxation rules, it is expected that the increase will be implemented.
2. Compared with the previous round, what are the similarities and differences in this round of refinancing relaxation cycle?
2.1 Similarity Macro Background: Economic growth is slowing down, debt pressure is rising, and liquidity remains loose. This is the common background for constant growth and relaxation.
Compared with the historical growth stage, the current economic environment has a high degree of similarity to the eve of 2014.
At present, China’s economy is also facing the background of slowing economic growth and the continued increase in the leverage of the real economy. Although the “de-leveraging” has already achieved initial results, since 2019, the leverage of the real economy has risen again.
At the same time, both the current and 2014 long-term and short-term interest rates are in the downward channel. At present, in order to cope with the impact of the epidemic on the economy and capital markets, the country has frequently released liquidity, and the improvement of liquidity is also the common background of the two rounds of declining growth.
Policy Orientation: Capital market position has risen significantly, and it is concerned by top-level design.
In recent years, China ‘s economic growth has repeatedly declined, and the proportion of indirect financing in capital market financing has remained high. The difficulty of financing has once again become the focus of reform. Both the Nineteenth National Congress Report and the Central Economic Work Conference have strongly emphasized the enhancement of financial services in the real economy.The importance of science and technology board and the long-awaited science and technology board has been launched quickly after the intensive planning. At present, the science and technology board has been running smoothly for nearly 9 months and is helping to alleviate the financing difficulties of SMEs and technology innovation companies.
The successful experience of the reform of the registration system of the science and technology board in the future is also expected to expand to other sectors such as the Growth Enterprise Market, the New Third Board, and the importance of improving the multi-level capital market and improving the ability to serve the real economy of capital has been significantly increased.
This is the same as the frequent introduction of a series of capital market policies such as the “New Nine Articles” in 2014, which reflects the similarity of the country’s policy orientation.
In the context of national policy orientation, fixed increase and relaxation are expected to bring policy dividends to the capital market.
Market style: The overall valuation is running at a low level, and the small and medium-sized market style is dominant.
Reviewing the volatility of A-share valuation, PE and PB valuations are at historically low levels in 2014 and now. As of February 20, 2020, the historical quantile of the valuation of more than half of the industry was less than 15%, and the overall valuation was still in history.Low.
At the same time, there are similarities in the market style.
From 2013 to mid-2014, the Shanghai Composite Index continued to fluctuate sideways, while the ChiNext led the way, and this year, the ChiNext has also led the way.
Despite the impact of the epidemic, all sectors have retreated, but the GEM has quickly repaired and continued to improve after the holiday. The small and medium-cap style is dominant, which is a typical feature of the early growth and relaxation.
2.2 New changes: Market capital structure: Compared with the stock market in 2014, the current capital market is actively welcoming mid- and long-term growth.
The market has experienced five years of survival of the fittest, and the institutionalization process has accelerated. Especially in the past two years, the scale of funds and the scale of overseas capital holdings have increased quarter by quarter. Long-term funds such as insurance funds, pensions, and bank wealth management have also been encouraged to actively enter the market.Incremental funds of medium and long-term investors are gradually changing the structure of market investors.
Therefore, this round of refinancing loosening is bound to attract medium- and long-term funds from various institutions and industrial capital to accelerate their entry into the market, providing them with entry opportunities and channels.
The participation of medium and long-term investors in fixed growth will pay more attention to its intrinsic investment value and medium and long-term returns, thereby weakening the speculative motive in fixed growth, and the capital market resource allocation function will be more effectively realized.
Efforts to relax the fixed increase: Compared with 2014, the threshold for fixed increase has been further reduced, especially the relaxation of the fixed increase limit on the GEM, and financing demand is expected to erupt again.As far as the main board (small and medium-sized board) is concerned, the new regulations have achieved a moderate relaxation in terms of the number of objects to be issued, the set discount rate, the lock-up period, and the validity period of the approval.The diversified model in 2014 reflects the attitude of easing and encouraging strategic investors to participate.
As far as the GEM is concerned, this policy is even more significant. First, the number of targets for issuance was relaxed from 5 to 35. Profit requirements and liability requirements were also completely eliminated. Both the discount rate and the lock-up period were lowered. GEMCompared with the previous round, the main fixed increase requirements have been significantly relaxed, which is expected to once again stimulate the outbreak of fixed increase demand for SMEs on the GEM.
In summary, since 2006, China’s growth rate has experienced sprouts, bursts, and austerity. Now, it has completed a cycle and it is picking up again.
The macroeconomics of this refinancing easing cycle has multiple similarities between the policy orientation and market environment of the previous round. The fixed-income gate has gradually increased its easing, and financing needs may again explode.
However, at least at the same time, we should also see the gradual integration of changes in the structure of investors, the improvement of market maturity, and the continuous improvement of supervision. This round of declining increases will attract more attention and participation from mid- and long-term investors.
Under the two-way expansion, the capital market’s ability to allocate resources will be effectively improved, and A shares are also trying to usher in a round of slow and long cattle.
3. What sector will benefit the most in the new round of refinancing relaxation cycle?
From the perspective of the sector, the ChiNext has benefited even more.
With the revision of the refinancing rules, the performance of the GEM refinancing door has been significantly reduced, which will further reduce the financing problem of the GEM enterprises of the science and technology enterprise itself, replacing, and also significantly expanding the GEM companies that can participate in refinancingrange.
Therefore, the new regulations will largely broaden the coverage of GEM refinancing services.
According to our rough calculations, the cancellation of the non-public offering of shares on the GEM for two consecutive years of profitability will allow 161 of the 797 companies on the GEM to re-qualify for non-public issuance, accounting for 20.
2%, the market value accounts for 11.
The cancellation of the condition that the asset-liability ratio of the latest issue of GEM securities at the end of the latest period exceeds 45% will allow 550 GEM companies to meet the issuance conditions again, accounting for 69.
0%, the market value accounts for 66.
Focusing on the industry level, we have implemented the distribution of the fixed increase in the industry that marked the relaxation period of the fixed increase policy. From the perspective of the changes in the fixed increase demand before and after the policy relaxation and the policy tightening, TMT and medicinal biology have benefited significantly.The scale of non-bank finance and real estate fixed-income financing is also expected to pick up significantly.
First, do certain industries have financing needs during the declining growth cycle?
We compared the implementation of the outbreak phase and the budding phase of the fixed increase: the top 5 industries with the largest increase in the number of fixed increase implementations were the media, computer, medical and biological, mechanical equipment, and electronics.For the media, medical biology, non-bank finance, real estate and electronics.
These sectors have always faced refinancing needs.
At the same time, after the policy tightening of the previous two years, which industries have the most suppressed financing needs?
We compared the implementation of the tightening phase and the tightening phase with the outbreak phase: the top 5 industries with the largest declines in the fixed phase during the tightening phase were the media, pharmaceutical and biological, computer, electronics and chemical industries.They are real estate, media, non-bank finance, public utilities and transportation.
In the new round of relaxation cycle, the financing needs of the above sectors are expected to be released intensively.