Section II Multi-level Capital Market in China
I. Overview of Multi-level Capital Markets
(A) the definition of the concept of capital market
Capital market is a long-term financial market or a long-term capital market, and it is the sum of tangible or intangible markets that provide issuance and trading services for capital or quasi-capital financing products for more than one year.
Capital market includes stock and derivatives market, bond and derivatives market and medium and long-term capital lending market; The capital market in a broad sense also includes the futures market, which plays a stable role in the development of the national economy and the operation of enterprises.
(B) the hierarchical characteristics of the capital market and its internal logic
The capital market itself has multi-level characteristics. The hierarchical structure of capital market refers to the market form with different internal logical order, different customers and different internal characteristics provided by capital market according to the financing needs and financing characteristics of enterprises at different development stages and the different specific needs of various market entities.
1. Reasons for stratification
(1) From the investor's point of view, because each investor has different risk preferences, different requirements for investment period, rate of return and the complexity of the product itself, the capital market needs a multi-level capital market to accommodate diversified investment products to meet investors' preferences for different investment products.
(2) From the financing demand side, due to the large number of enterprises in China, enterprises can be divided into traditional, entrepreneurial and high-tech types according to industry types; According to the growth cycle of enterprises, enterprises can be divided into founding period, growth period, maturity period and decline period. Therefore, different types of enterprises have different financing needs in different periods, and an effective tiered capital market can provide enterprises with more diversified financing channels.
2. The result of stratification
(1) According to the different products traded, the capital market can be divided into stock market, bond market, derivative securities market and fund market;
(2) According to the different functions of the market, the capital market can be divided into issuing market and trading market;
(3) According to the organizational form of the capital market and whether the trading activities are centralized and unified, the capital market can be divided into the OTC market and the OTC market;
(4) According to the different types of listed companies served and covered, the capital market can be divided into global market, national market and regional market.
(5) According to the different ways of offering and raising, the capital market can be divided into public offering market and private offering market.
Second, the main contents of the multi-level capital market
(1) field market
1. Definition of floor market (the core of the whole securities market)
Namely, the stock exchange market. The stock exchange is a place where buyers and sellers of securities openly trade, and it is a highly organized and centralized securities trading market.
2. China floor trading market
1. Definition: The main board market is the main place where securities are issued, listed and traded in a country or region. Generally speaking, major stock exchanges in various countries represent the domestic main board market.
2. Customers: The main board market has higher requirements for the issuer's operating period, share capital scale, profitability and minimum market value. Most listed companies are large and mature enterprises with large capital scale and stable profitability.
3. Status quo: Compared with the Growth Enterprise Market, the main board market is the most important part of the capital market, which can reflect the economic development of a country or region to a great extent and is known as the "macroeconomic barometer".
4. Exchanges: Shanghai and Shenzhen Stock Exchanges are the main board markets of China stock market. Shanghai Stock Exchange
1990 65438+February19 officially opened; Shenzhen Stock Exchange officially opened on July 3rd 199 1.
5. Small and medium-sized board (established in Shenzhen Stock Exchange in May 2004)
(1) The purpose of setting up the SME board is to provide a direct financing platform for SMEs with prominent main business, strong growth and high technology content, which is an important content in the construction of China's multi-level capital market system.
(2) There are four main points in the design of SME board:
① Instead of lowering the standards for issuance and listing for the time being, set up the main board market (including small and medium-sized boards) for SMEs under the framework of the standards for issuance and listing in the main board market to avoid the risks brought by the changes in the standards for issuance and listing;
② While considering the growth and technological content of listed companies, expand the industry coverage as much as possible and enhance the complementarity of the industry structure of listed companies;
(3) Setting up a small and medium-sized board in the existing main board market can form an initial scale by relying on the main board market and avoid the risks caused by the small initial scale of directly setting up the GEM market;
(4) Operating relatively independently within the institutional framework of the main board market, aiming at solving the particularity of market supervision, gradually promoting institutional innovation, and accumulating experience for establishing the GEM market.
(3) The overall design principles of the SME sector can be summarized as "two invariants" and "four independences".
① Laws, regulations and departmental rules are the same as those of the main board market.
(3) Listed companies must meet the requirements of listing and information disclosure in the main board market.
(1) Independent operation: SME board transactions are undertaken by the second board trading system independent of the main board market trading system.
(2) Regulatory independence: Shenzhen Stock Exchange has established an independent regulatory system to supervise SMEs.
Real-time monitoring, the system sets independent monitoring indicators and alarm thresholds according to the transaction characteristics and risk characteristics of small and medium-sized enterprises.
(3) Code independence: take the stocks of the SME sector as a whole and use stock codes different from those of the main board market.
(4) Index independence: After the number of listed stocks reaches a certain level, SMEs will release the independent index of this sector.
(2) OTC market
1. Definition of OTC market
OTC market refers to the market where securities are traded outside the centralized trading place. There is no centralized trading place and market system, which is also called OTC market or OTC market. Mainly one-on-one transactions, mainly dealing with non-standardized and privately-owned products.
2. Characteristics of OTC market
(1) The listing standard is relatively low, which usually does not require the scale and profitability of the enterprise, but pays more attention to the growth of the enterprise. OTC market is usually the lower level in the capital market system, and the companies listed in it have certain development potential, but there are also some situations such as small scale, poor profitability and unstable operating conditions.
(2) The information disclosure requirements are low and the supervision is relatively loose. In order to adapt to the small scale of listed companies and their weak ability to bear listing-related expenses such as information disclosure and financial audit, the over-the-counter market is lax in supervision and its market transparency is not as good as that of the exchange market.
(3) The trading system usually adopts the market maker system. Market maker system, also known as quotation-driven system, means that market makers provide two-way quotations to the market, and investors choose whether to trade with market makers according to the quotations. Compared with the auction trading system commonly used in the exchange market, investors in the OTC market can only trade with market makers, that is, in a transaction, one of the buyers and sellers must be a market maker. In recent years, with the application of computer, network communication and other electronic technologies, the OTC market also has the conditions for automatic computer matching. At present, the OTC market no longer simply adopts the market maker mode of centralized quotation and decentralized trading, but a mixed automatic bidding and matching mode, forming a mixed trading mode.
3. The function of OTC market
(1) Broaden financing channels and improve the financing environment for SMEs.
The construction and development of over-the-counter market expands the scope of accumulation and allocation of resources in the capital market, and provides financing tools for small and medium-sized enterprises that match their risk status.
(2) Providing places for the circulation and transfer of securities that cannot be listed and traded on the stock exchange.
Company shares are naturally liquid and need to be transferred. OTC market provides a place for circulation and transfer, and also provides opportunities for investors to cash out and invest.
(3) Provide financial asset management channels with risk stratification.
Establishing a multi-level capital market system and developing OTC market can increase the supply of products with different risk levels, provide necessary risk management tools and hierarchical risk management systems, provide more products with different risk levels for investors with different risk preferences, and meet investors' requirements for diversification of financial asset management channels.
4. OTC market in China
1. Definition: A regional equity market refers to a place that provides facilities and services for the non-public issuance, transfer and related activities of SME securities within its provincial administrative region. Except for the regional equity market, other local trading places may not organize securities issuance and transfer activities.
2. Significance: The regional equity market is a comprehensive application platform for local people's governments to support small and medium-sized enterprises, which has played an active role in encouraging scientific and technological innovation, activating private capital and strengthening support for weak links in the real economy.
limit
① The issuance or transfer of securities in the regional equity market is limited to stocks, corporate bonds convertible into stocks and other securities recognized by relevant departments in the State Council according to procedures, and private placement bond may not be issued or transferred in violation of regulations;
(2) It is not allowed to issue securities in public or in disguised form, such as advertising and public persuasion, and it is not allowed to raise funds illegally in any form;
(3) The transfer of securities shall not be conducted by centralized bidding, market maker and other centralized trading methods, and the time interval between investors buying and selling or buying the same securities after selling shall not be less than 5 trading days;
④ The cumulative number of holders of a single security shall not exceed 200, unless otherwise stipulated by laws and administrative regulations;
6. Supervision: Private equity funds adopt the principles of moderate supervision and bottom-line supervision. China Securities Regulatory Commission implements administrative supervision over private equity funds.
Third, the significance of multi-level capital market
(1) is conducive to mobilizing the enthusiasm of private capital, transforming savings into investment and improving the ability to serve the real economy. China's savings rate is high, but there is a prominent contradiction between the difficulty of enterprise financing and the difficulty of private investment. Multi-level capital market system can provide various types of financial products and trading places, create an efficient matching platform for diversified investment and financing needs, promote the free flow of production factors and stimulate the vitality of economic growth.
(2) It is conducive to innovating macro-control mechanisms, increasing the proportion of direct financing, and preventing and defusing economic and financial risks. China's financial structure is unbalanced for a long time, the proportion of direct financing is low, and the real economy relies too much on bank credit. Multi-level capital market can provide diversified equity financing, accelerate capital formation and reduce the leverage ratio of the real economy; It is helpful to revitalize the existing assets, further improve the financial structure, change the situation of excessive dependence on the banking system, and disperse and resolve financial risks.
(3) Multi-level capital markets are conducive to promoting scientific and technological innovation, the development of emerging industries and economic transformation. By providing venture capital and private equity investment, we can establish a mechanism for financiers and investors to share risks and enjoy benefits, alleviate the financing difficulties of small and medium-sized enterprises and technological innovation enterprises, and screen out enterprises with development potential by the market, promote the growth of emerging formats and industries, and promote economic transformation and upgrading.
(4) It is conducive to promoting industrial integration, alleviating overcapacity, vigorously promoting market-oriented mergers and acquisitions of enterprises, and promoting industrial integration, which is an important means to solve overcapacity. Multi-level capital market can provide more efficient and transparent pricing mechanism and flexible payment tools and financing means, such as common stock, preferred stock, convertible bonds, high-yield bonds and M&A funds. And promote the adjustment of industrial structure.
(five) to meet the growing demand for social wealth management, improve people's livelihood and promote social harmony. Multi-level capital market can provide financial products with various risk-return characteristics, meet the growing investment and financial management needs of residents through multiple channels, and enable investors with different risk preferences and affordability to find products and services that suit them. At the same time, the multi-level capital market can effectively promote the preservation and appreciation of social insurance funds such as pensions and improve the level of social security.
(six) to improve the international competitiveness of China's economy and finance.
Accelerating the development of multi-level capital market can expand the depth and breadth of China's capital market, create favorable conditions for expanding two-way opening, improve the international competitiveness of China's capital market and securities and futures service industry, better serve China's economy to participate in global competition, and help strengthen China's right to speak in the field of international commodities.