Update: Five Things to Know About China’s New High-Tech Board
China’s much-anticipated Nasdaq-style high-tech board launched Monday to an orgy of investor interest, with the 25 newly listed stocks gaining nearly 140% on average. The new board will test a registration-based system for initial public offerings (IPO), bringing a long-awaited reform of China’s stock market one step closer to reality. Over 100 more companies are lining up to list.
Here are the five key things to know about the board.
Can individuals buy shares on the high-tech board?
Yes and no. People who want to buy stocks listed on the high-tech board must have had a daily average of at least 500,000 yuan ($74,000) in assets (excluding borrowed cash and securities) in their securities account in the previous 20 trading days before filing an application to open an account. They must also have a minimum of 24 months’ experience trading securities. An investor’s assets, knowledge, risk tolerance and credit history will be assessed and his trading and risk tolerance will be reviewed every two years. Individuals who can’t meet the requirements can invest in the high-tech board through mutual funds.
Who can list on the high-tech board?
Unlike the two main boards in Shanghai and Shenzhen, the high-tech board does not require a company to have a three-year track record of profitability to be eligible for listing. Instead, companies will need to meet these criteria:
Businesses that have made key technological breakthroughs and have commercialized their research, and pre-revenue biotech firms are also likely to benefit from the new regulation, according to the SSE.
Does the high-tech board allow dual-class share structures and variable-interest entity (VIE) arrangements?
In a word, yes.
A dual-class shareholding, or weighted voting rights, structure has been adopted by many Chinese technology companies such as Alibaba Group Holding Ltd. and JD.com Inc. to allow their founders to keep the control of the business. The firms also often choose the VIE arrangement when they raise funds abroad to get around China’s rules restricting foreign investment and ownership in certain sectors including the internet and value-added telecom services. Companies using either of these two structures have so far been barred from listing on the Chinese mainland market.
But the door is set to open for overseas-listed tech giants to return home now that China looks ready to lift the ban on companies floating on the high-tech board. Mainland bourses also hope the move will help them compete with overseas stock exchanges such as Hong Kong and New York to attract technology companies. The Hong Kong Stock Exchange revised rules in April to allow pre-profit biologics firms and companies with a dual-class share structure to float their shares.
Nonetheless, certain restrictions will still apply. For companies with dual-class equity structures, shares with superior voting rights, known as “Class B” stock, can carry a maximum of 10 times the voting rights of ordinary shares, or “Class A” stock. Minimum requirements for these companies to qualify for a listing are also more draconian in some areas such as estimated market value and annual revenue.
The rules allow nonlisted VIE-structured companies with rapid revenue growth and self-developed cutting-edge technologies to list on the board, and require them to have an expected market capitalization of no less than 10 billion yuan ($1.5 billion), or an expected market capitalization of no less than 5 billion yuan and revenue of at least 500 million yuan over the previous 12 months.
Red-chip firms — mainland companies listed in Hong Kong which have structures similar to the VIE — can list on the high-tech board by issuing Chinese depositary receipts (CDR). They are required to update investors periodically with information such as changes in the top 10 owners of the CDR and the size of their holdings.
What other special treatment are high-tech board stocks getting?
There is no limit on the price movement of stocks on their first five days of trading, although there is a circuit breaker that pauses trading for 10 minutes if a stock rises or falls by 30%. Gains and declines will be subject to a 20% daily cap after this period. On other boards, the current cap on share-price fluctuations on the first day of trading is 44% and 10% a day subsequently.
Stocks on the high-tech board will be subject to stricter delisting rules as authorities aim to ensure the market gains a reputation for high-quality companies. Conditions that will trigger a delisting procedure are specified in a more detailed manner than in previous regulations. The rules provide clear guidelines and criteria on delisting in a range of situations such as operating problems, law violations and disclosure compliance.
Trading suspensions, a popular tool companies on the main board use to avoid expulsion, will not be allowed on the high-tech board once a stock is threatened with being placed in the delisting process to prevent disruption, according to the rules. Instead, the company will be put straight into the delisting process.
How will the new board deal with IPO pricing and speculation?
Sponsors of an IPO will be barred from participating in book building or the pricing process. They will also be required to buy 2%-5% of the new shares they help to sell and hold the stocks for two years through a subsidiary, according to the latest rules. The aim is to ensure sponsors conduct proper due diligence and select the best companies for the high-tech board, and that the pricing of the shares is fair.
IPO sponsors are supposed to advise, guide and educate their client companies to comply with all the listing rules and procedures. They are not responsible for the pricing and marketing of the share offering, jobs that are carried out by the underwriters.
The high-tech board will allow more flexibility in the use of what’s known as short selling, a process where investors can turn a profit by borrowing shares from securities firms, selling them, and then buying them back at a lower price before returning them. The authorities believe that allowing short selling of individual stocks, which is rarely used on other boards, will help to curb speculation.
Core technical staff of the listed firm will not be allowed to sell their shares for 12 months after listing, to discourage dumping and provide an incentive for the company to strengthen innovation and research.
Contact reporter Ke Baili (email@example.com)
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