Stock Pfer System Decision: The New Three Boards Will Cover The National "Direct Application".

< p > the nationwide share pfer system of small and medium-sized enterprises (commonly known as "a href=" http://sjfzxm.com/news/index_s.asp > new three board < /a >, the service scope of the "national share pfer system" has been officially extended to the whole country.

As a national OTC market, the pfer mechanism between the market and the exchange market is also clear.

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< p > > a href= "http://sjfzxm.com/news/index_s.asp" > the State Council < /a > 14 issued the "decision on the relevant issues of the national share pfer system (49 [2013]]" (hereinafter referred to as < a href= > http://sjfzxm.com/news/index_s.asp > > decision /a >), clarified the nature, function and location of the national share pfer system, and made provisions on the scope of service, listing requirements, convergence with the market, administrative licensing, investor suitability management and market supervision.

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< p > "decision" laid the legal foundation for the development of < a href= "http://sjfzxm.com/news/index_s.asp" > the national share pfer system < /a >, and also marked the substantial progress in the construction of multi-level capital market.

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< p > according to the decision, the listed companies of the stock pfer system no longer have geographical, park or ownership restrictions, nor are they limited to high and new technology enterprises. All eligible stock companies in the territory can apply for listing in the national stock pfer system through the sponsoring of securities companies, pfer shares publicly, and carry out equity financing, debt financing and asset reorganization.

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< p > there is no profit requirement for the companies listed on the national stock pfer system, but they need clear business, clear property rights, standardized operation according to law, and sound corporate governance. The information disclosed must be true, accurate and complete.

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< p > especially noteworthy is that the decision has also made clear arrangements in establishing the pfer mechanism between different levels of the market, stipulates two "direct applications", that is, the companies listed on the national stock pfer system, reaching the < a href= "http://sjfzxm.com/news/ index_s.asp" > listing conditions below /a >, can directly apply for listing pactions to the stock exchange; and those companies that have not publicly pferred the shares in the regional equity market, which are eligible for listing, may apply for listing and pferring shares in the national stock pfer system.

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< p > market participants believe that the arrangement of the pfer mechanism makes the exchange market, the national share pfer system and the regional equity market form a unified whole with organic links.

The "direct application" listing or listing audit mechanism, to a certain extent, reflects the issue of gradual separation of issuance and listing, which will lay a good foundation for exploring the reform of stock issuance registration system.

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< p > at the same time, the "decision" clearly stated that the national stock pfer system listed company was incorporated into the supervision of non listed public companies in accordance with the law, and the number of shareholders could exceed 200.

According to the requirements, listed company will implement a simplified administrative licensing procedure.

For administrative licensing matters that need to be approved according to law, a simple, quick and efficient administrative licensing method is adopted to simplify the process without having to submit to the SFC audit committee.

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< p > decision also put forward two kinds of exemption from the approval of the SFC on the administrative license. One is the listing of enterprises with no more than 200 shareholders, two is the issuance of securities to specific objects by listed company, and the total number of securities holders after the issuance is not more than 200.

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< p > according to the top-level design put forward in the decision, the national share pfer system will gradually develop into an institutional market oriented exchange market. Therefore, in strict natural investor access, it will also actively foster and develop institutional investors, and encourage institutional investors such as brokerages, < a href= "http://sjfzxm.com/news/index_s.asp" > Insurance > /a >, funds, PE/VC, qualified foreign institutional investors and enterprise annuities.

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< p > in terms of state assets, foreign investment and tax policy, the national stock pfer system and listed companies shall be handled in accordance with the relevant provisions of the exchange market and listed companies in principle.

In order to encourage long-term investment, the national share pfer system investors carry out the implementation of the tax policy of the Shanghai and Shenzhen exchange investors, that is, to pay dividend income tax on the basis of the 20%, 10% and 5% third rates of the stock holding time; the unilateral tax on stamp duty on securities pactions, and 1% on the securities pferor.

The tax rate shall not be taxed on the assignee of the securities.

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< p > the relevant person in charge of the SFC said that the next step is to implement the requirements of the decision and to formulate and amend the relevant business rules and work processes. The main tasks include the following five aspects: < /p >

< p > one is to amend < < a href= > http://sjfzxm.com/news/index_s.asp > > the supervision and management of non listed public companies > /a > and seek public opinions as soon as possible; the two is to set up guidelines for publishing information and format of unlisted public companies, clear that the number of shareholders exceeds 200 persons and apply for listing of companies, and the regulatory requirements of shareholders who have accumulated more than 200 after directional issuance; three, unlisted companies, which has more than 200 shareholders before the implementation of non-public measures, has issued relevant auditing guidelines, and promulgated them in the near future; four is the basis, conditions, procedures, time limit and audit process of publicly related matters related to administrative licensing of national stock conversion system; five is the formulation of regulatory rules for mergers and acquisitions of non listed public companies.

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