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"Ordinary" theme: Science and Technology Board: VIE architecture and red chip stocks are allowed, and the registration system has "Chinese characteristics"

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财友3f1737doView TA's forum collection  View TA's recommendation recordPublished date: 2019-01-18 10:42:53

Title: Gold UserPoints: 15780 attentionAdd to friends Reference score Show author

As the year is approaching, the media broke the news of the board, and it has also attracted widespread attention from A-share investors.

In addition, the regulatory layer has also made a strong statement on the science and technology board. Some industry insiders expect that it will be officially listed in the second quarter of 2019. It is expected that the first batch of enterprises will reach 20-30, and the listing rules are also coming out.

The "VIE architecture or red-chip enterprise listing problem" that has been considered to be resolved in the science and technology board has caused heated discussion this week. Moreover, the market once rumored that the company is currently not accepting red-chip and VIE architecture companies.

This has caused great concern and controversy in the market. Although it is not the core element of the science and technology board, considering the number of enterprises with VIE architecture in the science and technology enterprises is not small, it is bound to accept whether the VIE architecture enterprise accepts the VIE architecture. It affects the hearts of many science and technology enterprises.

At the time when the market was anxious, Shi Donghui, director of the Capital Market Research Institute of the Shanghai Stock Exchange, made a statement and response on a hot topic such as the choice of enterprises and the threshold of investors at a forum on the 16th. among them,Both the VIE structure and the red chip stocks can be listed on the Kechuang board, which will set the investor threshold and the delisting conditions of the listed company.

What is the VIE architecture and red chip stocks?

Conceptually, the VIE structure refers to the structure in which companies in China (excluding Hong Kong, Macao and Taiwan) set up offshore companies abroad, and then inject or transfer the assets of domestic companies to overseas companies to realize the overseas listing financing purposes of overseas holding companies. In order to inject or transfer the assets of a domestic company to an overseas company, it can generally be realized in two different ways, one is through direct equity control of the domestic company by the overseas company (referred to as the “equity control model”), and the other is Controlled by protocol (so-called VIE mode).

Kechuang Board: VIE architecture and red chip stocks are allowed, and the registration system has "Chinese characteristics"

According to relevant sources, due to the high standard of listing in the domestic market (such as profit performance requirements, etc.), overseas listed direct holding will face restrictions on industrial policies, mergers and acquisitions approval, WFOE capital settlement and restrictions on equity investment, VIE The architecture helps to break through these limits and achieve listing goals.

Red chips are stocks with a Chinese mainland concept that are registered outside China and listed in Hong Kong. “With the concept of mainland China” mainly refers to Chinese-funded holdings and major businesses in mainland China.

The early red chips were mainly formed after some Chinese companies acquired Hong Kong small and medium-sized listed companies. The red chip stocks that have emerged in recent years are mainly formed by some provinces and cities in the Mainland that have reorganized their window companies in Hong Kong and listed them in Hong Kong, such as “Shanghai Industrial” and “Beijing Holding”.

Red chips have become an important channel for mainland companies to enter the international capital market in addition to B shares and H shares.

After the VIE dispute was made public, the regulators were also releasing positive signals to the market. In addition to the high-level public statements of the Shanghai Stock Exchange on the 16th, there are also people close to the regulatory authorities who said that the board is not a listed company that does not accept the red-chip structure and the VIE structure, but is still considering the discussion carefully.

From the perspective of capital market regulators, it is hoped that this obstacle can be promoted. This also reflects that this time, the board will serve the science and technology enterprises from all levels. However, due to the foreign investment in the VIE structure, the time to implement the VIE enterprise listing is not mature until the foreign exchange related supporting policies are put to the table. Before the entry of the science and technology board rules, there will be intense discussions between the regulators. It is not excluded that this stage will directly promote the phased clarity of the VIE structure supervision.

Xiaomi, which chose to list in Hong Kong stocks last year, and well-known Internet companies such as Baidu and NetEase have expressed their vision of returning to A-share listings, which can now be realized through the Kechuang board.

Kechuang board has "Chinese characteristics"

At the 2019 “Lujiazui Capital Night Talk” annual summit forum, Shi Donghui also stated that the design points of the science and technology board system include: First, inclusiveness, science and technology enterprises involve different stages of enterprise development, and the idea is to design and supplement under the premise of compliance. Conditions, revenue and other indicators can only be listed if they meet one of them. The second is the effectiveness of pricing, strengthening the role of intermediaries to ensure pricing effectiveness. The third is the protection of investors, which will set the threshold for investors, mainly based on investment experience and asset size. There will be strict delisting conditions, such as illegal violations, extremely inactive transactions, and unsustainable operations can trigger delisting.

In addition,Shi Donghui also mentioned that the registration system is not unreviewed or is subject to review. It will depend on whether the business and traditional ethics of the company are in conformity.In general, the mature market with more listings will be listed. Design a science and technology board based on the actual situation in China.

According to brokerage sources, there are four main requirements for the board: First, it has independent intellectual property rights; second, related technologies are the main driving force for enterprise revenue growth, the main income of enterprises comes from its technology; third, it has mature research and development. The system, the R&D team; the fourth is a mature business model.

In the industry, the focus is on encouraging brokers to recommend the following five aspects:

(1) New generation information technology, including integrated circuits, artificial intelligence, cloud computing, big data, Internet, software, Internet of Things, etc.;

(2) High-end equipment manufacturing and new materials, mainly including ships, high-end rail transit, marine engineering, high-end CNC machine tools, robots and new materials;

(3) New energy, energy conservation and environmental protection, mainly including new energy, new energy vehicles, advanced energy conservation and environmental protection;

(4) Biomedicine, mainly including biomedicine and medical devices;

(5) In the field of technical services, mainly for semiconductor integrated circuits, new energy, high-end equipment manufacturing and biomedical services.

This classification is more detailed than the industry standard proposed by the General Office of the State Council in March last year in the “Several Opinions on Piloting the Issuance of Stocks or Depositary Receipts in Innovative Enterprises”.

A-share or Yingke created a small market

On January 4, the Shanghai Composite Index fell below the previous 2499 points, and turned upwards to break more than 100 points. It is currently expected to hit 2600 points. However, it is worth noting that the “mines” in January may not be less. There are two main aspects: First, listed companies will intensively release the full-year performance forecast for 2018; second, Macro data such as GDP in 2018 will be disclosed in the near future.

From the current situation, the science and technology board is expected to be officially listed in the second quarter of this year, and may accelerate. The launch of a large board will undoubtedly impact the A-share market. After all, there is not much market capital at present, and the listing of the science and technology board will still draw blood.

However, the science and technology board should be listed on the market as a whole and complete the strategic planning of the country. The big probability is to put it in the trend of A-share trend. Do you think that if there is no money-making effect in a unilaterally falling market, who will pick up the plate of the board?

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