China: 新三板《分层管理办法》简析

Last Updated: 6 December 2019
Article by LI Hua, Zhang Zhipan and Xu Keyang

前言

2019年11月8日,全国中小企业股份转让系统发布《全国中小企业股份转让系统分层管理办法》(以下简称《分层管理办法》),向社会公开征求意见。《分层管理办法》设立了"基础层-创新层-精选层"的三层市场结构,完善不同市场层级的准入退出条件及调整机制,并明确挂牌同时可直接进入创新层,精选层挂牌公司在满足一定条件后可直接转板上市;丰富差异化制度安排,实现制度供给与挂牌需求相匹配,企业挂牌成本与收益相匹配,不同层级挂牌公司的权利与义务相匹配。本文将对《分层管理办法》做简要解析。

一、创新层和精选层的条件和进入调出机制

(一)创新层

(二)精选层

二、《分层管理办法》要点解析

(一)优化创新层设置

对于挂牌公司进入创新层的条件,《分层管理办法》设置了三套标准,具体包含了"净利润+ROE+股本"、"营收+营收增速+股本"、"平均市值+做市商+股本";首次明确挂牌同时,在满足一定条件的情况下,可进入创新层;规定了企业出现重大违法行为,被相关监管机关采取行政处罚、纪律处分等情形时,不适格的企业摘牌退出的程序。在保证新三板企业的质量及投资者权益的基础上,加强了对不适格公司的退出机制建设。

(二)增设精选层,设立转板上市机制,强化层级调整机制

此次新三板改革的核心举措之一是在完善提升基础层、创新层规范和培育功能的基础上,设立精选层。精选层增加公开发行功能,重点服务具有发展潜力的优质新三板挂牌公司。精选层以市值为核心,围绕盈利能力、成长性、市场认可度、研发能力等方面设置了四套个性化准入标准,并搭配共性标准及负面清单,建立灵活完善的多层次入层标准。精选层各项要求参照科创板和创业板公司的上市条件但又显著低于二者的平均水平,充分体现了精选层"承上启下"的角色作用。

建立精选层挂牌公司向沪深交易所转板上市机制,也是《分层管理办法》的一大亮点。具体而言,经过公开发行并在精选层挂牌满一年、符合证券法上市条件和交易所相关规定的新三板公司,由证券公司保荐,向交易所提出转板上市申请,交易所审核并作出是否同意上市的决定,无需证监会核准。直接转板上市机制将极大促进三板交易流动性,也为挂牌公司提供更为快捷通畅的融资渠道,在挂牌公司和公司上市之间架起一座坚实和可见的桥梁,真正实现多层次资本市场之间的有效融通,促进多层次资本市场优势互补、错位发展,提升资本市场服务实体经济的能力。

企业进入精选层后并非"一劳永逸",在不满足净利润、营业收入等财务指标或出现相关负面清单事由,精选层挂牌公司将被调出至创新层甚至基础层。对精选层企业的持续关注及监管有利于提升企业活力,保障精选层公司的整体质量,维护投资者合法权益。

三、建议

新三板是资本市场服务中小企业的重要平台,市场分层作为新三板的基础性制度,承担了与融资、交易、投资者门槛各个维度的互联互通。《分层管理办法》的制度改革,符合市场多元化趋势的需求,有利于不同市场的差异化协同发展,亦有利于培育优质上市资源。但是创新层、精选层的共性化尤其是个性化指标设置过于复杂,建议在今后的实践中,不同层级可分别以一个指标为核心,其他指标为辅助,从而降低对指标理解的难度,提升市场运作效率及市场交易的活跃度。另外调出机制需要在日后的细则制定过程中明确更细致的流程、市场参与主体的作用和约束机制以及异议程序。

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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