中小企业创业板市场的机遇和挑战-The chances and challenges of small or medium-sized enterprises by GEM
ABSTRACT 摘要
Since 1990s, it is obvious that the world economy would transform into new economy. During the formation and development of the new economy, the capital market, especially the Growth Enterprise Market (GEM), has offered an intact support system to it. For example, NASDAQ market of US, which was established in 1971, is known from the exchange of New York because it reduces the listing condition and faces the market orientation of Hi-Tech industry and vast new developing small or medium-sized enterprises. Because of these characteristics, it has attracted a lot of investors. The great achievement of NASDAQ became a splendid scene in the formation and development of the new economy. The establishment of GEM will play an important role in the development and perfection of the Chinese capital market.
20世纪90年代以来，世界经济出现了向新经济转化的明显特征，资本市场特别是创业板市场，对其提供了一个完整的支持体系，例如美国NASDAQ市场，它以降低上市条件，面向高科技产业和广大新兴中小企业的市场定位，吸引了许多投资者。NASDAQ的巨大成功成了新经济的形成和发展过程中一道亮丽的风景线。创业板市场的设立，将对中国资本市场的发展和完善起到重要作用。
By investigating the general theory of second board and GEM, the thesis analyzes the development, operation mechanism, and analyzes GEM status in our country and foreign countries, experiences, developing trend and so on, proposes some suggestions to develop our GEM. And this paper analysis the status of our GEM using information collecting, investigating and consultation, providing reference for our government. The establishment of the small or medium-sized enterprises board has reflected the unity between the reform dynamics, the development speed of security market, and the bear degree of the market. The small or medium-sized enterprises board is an actual step of introducing the construction of second board market step by step. After the establishment of the small or medium-sized enterprises board, the country will create conditions for the construction of GEM in future by deepening reform and system innovation.
本文从创业板和创业板市场的一般理论入手，围绕历史发展和市场运作，对国内创业板、国外创业板的现状、经验与教训、发展趋势等进行了分析，提出了一些有利于我国创业板发展的政策建议。本文应用文献综述法、现场调查法、专家咨询法等方法，对国内创业板进行了深入的分析，为我国创业板市场的完善提供了参考依据。中小企业板的设立体现了证券市场改革的力度、发展的速度和市场承受程度的统一；中小企业板是分步推出创业板市场建设的实际步骤。中小企业板推出后，将通过深化改革和制度创新，为将来创业板市场的建设创造条件。
Key Words: GEM, small or medium-sized enterprises, chance, challenge 关键词：创业板，中小企业，机遇，挑战
The chances and challenges of small or medium-sized enterprises by GEM
1 The introduction of Growth Enterprise Board and Growth Enterprise Market 创业板与创业板市场引言
1.1 The concept and feature of Growth Enterprise Board
Growth Enterprise Board/Market is a stock market set up by Stock Exchange of Hong Kong for growth companies that do not fulfill the requirements of profitability or track record. GEM operates on the philosophy of "buyers beware" and "let the market decide" based on a strong disclosure regime. Its rules and requirements are designed to foster a culture of self compliance by listed issuers and sponsors in the discharge of their respective responsibilities, also named Second Board, is a concept relating to Main Board, and it provides a convenient financing approach for development of middle and small growing companies, high tech companies and new companies besides main board, and provides a new market of effective withdraw channel for venture capital. Many growth enterprise board are called small scale capital market or new company market [1].
The feature of growth enterprise board is as follows. Firstly, the main service target are innovate and growing companies. The growing companies mean mainly late stage. Secondly, the requirement to enter growth enterprise market is lower than main board. However, compared to foreign growth enterprise market, the requirement is higher. Thirdly, a special development investigate committee is needed for growth enterprise board, which is different with main board. There are many experts needed in the development investigate committee. Forth, there is a system to force the companies to withdraw, that is to say, if the company can’t meet the requirement to go public, it will face the risk of withdraw.
Growth enterprise board is the result of financial innovation, and it riches the connotation of capital market, also stimulates the development of main market. Firstly, growth enterprise board makes up the vacancy of the new industry, which is ignored by intrinsic capital market, and smoothes up the road to succeed. Secondly, growth enterprise board is built on the basis of main market, which is complete for market norm, market idea, supervise and management institution. At the same time, growth enterprise board is competitive with main board in certain extent, which is favor for improving market efficiency, reducing transaction cost, and causes the market to display basic action better in the process of optimizing capital configuration.
1.2 The classification of growth enterprise board
According to the relationship with main board market, the global second board market may be divided into two kinds of patterns approximately.
One kind is the independent mode, it has independent organization and management system, transaction system, supervision system and the rule, and the threshold to the market is low, and it mainly faces the new medium and small enterprises which have small scale, short operation time, but high expanding emerged, however, it does not remove the mature big enterprises. Such as NASDAQ in the USA, Cross Ducker market in South Korea, Yi Si Ducker market in Europe, counter market in Japan and so on[2]. This kind of operation pattern is advantageous to the competition, to improve the overall quality of enterprises in second board stock market, to enhance the ability to protect risk of the market. However, the shortcoming of this kind of pattern is, the cost of establishing the pattern in the initial period will be high, and the existing resources in mature exchange are unable to be used.
The other kind of pattern is the attached pattern. As the supplement of the main board, growth enterprise market operation together with main board, and they have the common organization management system and transaction system, even use the same supervision standard, and the difference is the standard to the market. This kind of pattern may future divided into two forms: An exchange two board run-in and attached progressive type. The another kind of investment market in the British London stock exchange and second board market in Hong Kong exchange belong to an exchange two board run-in pattern. This kind of pattern can use the existing manpower, the facility, the managerial experience, the organization network and market operation network, to reduce cost, cause the construction of the second board market standard as soon as possible and put into operation. Lacking competition between main board and growth enterprise board is the shortcoming, and the growth enterprise board is only attached to main board [3].
1.3 Growth enterprise market constitution
The motherboard, the platelet, outside the undertaking board and the field the market is our country multi-level capital market important component, as a result of target client's difference, various levels market in aspects and so on release standard, system design, risk characteristic, estimate value level has the difference. Says simply, the motherboard mainly faces the management relative stabilization, the profit ability strong large-scale mature enterprise; The platelet mainly faces enters the mature period but scale to compare the motherboard small platelet enterprise; The undertaking board mainly faced was still in the growth period the undertaking enterprise, key support independent innovation enterprise; But unifies under the supervision outside the field the market mainly to draw back the city company, the non-going on the market Joint-stock company, the high new campus Joint-stock company and so on to provide the quoted price transfer service.
Four level's markets constitute our country's multi-level market system together, serves in is in the different time, the different growth stage enterprise, the undertaking board is in the key position which links the preceding with the following [4]. After treating the conditions are ripe, the multi-level market system interior will study the establishment unobstructed extension board mechanism. Therefore, the undertaking board market is the multi-level capital market important link, serves with emphasis the independent innovation enterprise and other growth undertaking enterprise.
2 The function of growth enterprise board to small and medium-sized enterprises 创业板对中小企业的作用
Mostly engaged in the high tech service in the undertaking board market going on the market company, has the high growth potential, but often establishes the time short scale to be small, the achievement is not prominent, but has the very big growth space. The undertaking board market most major characteristic is the low threshold enters, requests the operation strictly, is helpful in has the potential small and medium-sized enterprise to have the financing opportunity.#p#分页标题#e#
2.1 The concept of high tech small and medium-sized enterprises
The High-tech enterprise is refers to using the high technology and new technology production high-tech product, provides the high technology and new technology service the enterprise. It is the knowledge-intensive, the technical crowded economic entity. The 1991 year State Council has promulgated “the 12th document”, had stipulated explicitly the High-tech enterprise recognizes the standard. For example, the High-tech enterprise must be the electronic information, the biological technology and so on 11 domain enterprises; Must be the knowledge-intensive and the technology-intensive enterprise; The enterprise uses in the investment which researches and develops being probable to occupy the enterprise sales revenue 3%~5%; Enterprise's technical personnel must occupy the enterprise 20%~30%; Carries on the technology development and the engineering research personnel truly must occupy 10% by superior[5].
High-tech chief feature is the knowledge-intensive degree is high, belongs to the high intelligence, the high investment, the high benefit, the high competition, the high potential energy, the high influence technology. The new technology refers to the new technology simply by no means that it has directive to the contemporary science and technology domain in is newest, the most advanced certain technical general name, the high technology and new technology including the biological technology, the information technology, the new energy technology, the new material technology, the spatial technology, the ocean technology and so on.
2.2 Characteristic of enterprises in growth enterprise market
At present the enterprises going on the market focus on network, the biological drugs manufacture and the management training class service organization, these industries will get big anticipated achievement.
(1) The GEM is forward-looking market, and it is lax to the company early achievement, so the past performance is not the financing determining factor, and the most important is whether the company has development prospects and growth space, whether has good strategic planning and explicit subject concept, and market approval is also the company unique concept and the high growth [6]. Take @HOME Network company in NASDAQ as an example, the corporation distributed in July, 1996, and its primary service was to provide internet using the breakthrough technically, so that caused the download speed faster greatly than traditional digit dialing way. The unique concept stimulated investor’s demand, and the company therefore expanded the release scale, and raised the wholesale price to 9-11 US dollars. On the issue date, the company share increase scope surpassed 130%, the market value amounts to 1.5 billion US dollars, afterward surpassed 2.0 billion dollars. But the company only owned 80 thousand dollars, but the cost was 1.1 million dollars in the first quarter. Obviously what the investor purchased was one “concept” company, but was not one rich and mature company.
(2) The standard to market is low. The GEM is a forward-looking market, so the scale and profit condition to the market are quite low, mostly does not make the request to the profit. For example, the American NASDAQ small stock market need only 10,0000, and Hong Kong GEM requests only the luminal 30 million HK dollars, and both of them don’t request the profit record.
(3) GEM is the high risk market. The companies in GEM stage in the newly established time, facing many uncertain factors, so the technological risk, market risk, operation risk as well as inside story trade and operated risk are very big, the rate of bankruptcy of enterprises in GEM is very high, however, high risk means high income, people’s attitude to risk also has the multiplicity by chance, for the investors who have strong risk driving ability, GEM is the vast world which a piece has bright prospects.
2.3 The influence of small and medium-sized development for GEM
The growth of enterprises exist same or similar rule, and enterprise life cycle theory thought that the enterprise is similar to all biology and social system, also including the process of born, growing, mature and death. Iraqi Chuck Mai(1988) divided the enterprise life cycle into three stages: growth, regeneration and mature, getting older, the growth stage including the incubation period, the babyhood, learn to walk, the regeneration and mature stage including the puberty and the prime of life, the aging step containing the stabilization period, the aristocrat time, the bureaucrat early time and the bureaucrat and death stage. In different growth period, the enterprise has unique gradual feature, we should propose methods to solve questions according to different period [7].
GEM serves the high growth small and medium-sized enterprises, this kind of enterprises are in the growth initial period of life cycle, and the companies have small scale, the total property quantity are few, lack long-term continual history operating results, so they have not yet formed good market brand and goodwill. Looking from the sources of fund, initiate capital of this kind of enterprise usually stem from the founder innate or the partial angel investor, in the production operation process it can use some commercial credit, but it is difficult to get financial loan, because they lack stable funding invested, the enterprises often receive hindrance. Berger and Udall (1998) thought that a multi-level capital market finances for small and medium-sized enterprises, which had the irreplaceable positive role, especially for their growth. GEM can solve effectively financing restriction problems and promote enterprises to grow.
The influence of GEM to small and medium-sized enterprises mainly manifests in the two aspects of establishment of direct finance platform and consummating undertaking investment system [8]:
（1）The small and medium-sized enterprises could finance directly in GEM, and through the standard of the market, modern enterprise system is established, and core competitive ability is also cultivated; GEM through the function of direct finance, provides financing platform for small and medium-sized enterprises, and through market rule, guides the growth of enterprises. Firstly, the standard to market of GEM is lower than main board, so some enterprises which could not go main board may go to market through GEM, collecting development finance; Secondly, the stipulations about company management structure, standard operation and so on, can urge the small business to enhance internal management unceasingly, improve financing environment, cultivate core competitive ability, promote healthy development of the enterprises.
(2) GEM provides withdraw channel for original capital, impels the original capital to invest to small and medium-sized enterprises, provides fund and increasing funding service, to promote the growth of them. GEM through providing withdraw channel of original capital, establishes and consummates undertaking investment system, causes more funds and resources to small and medium-sized enterprises, to promote the growth of enterprises. As the important component of multi-level capital, GEM provides withdraw channel, making more money to the small and medium-sized enterprises, to promote the growth of them [9]. The original capital investing to small and medium-sized enterprises, to provide fund or other value-added service, usually after the company is public, it will realize investment repayment. The original capital realizes the circulation of invest-GEM-withdraw-invest again, promoting healthy growth of small and medium-sized enterprises.
GEM is the most important withdrawal channel of investment, and if there is no GEM, which is difficult to withdraw, blocking the circulation, the original capital investment will be reduced, influencing fund supply to the small and medium-sized enterprises. For original capital, the withdraw channel has two important meanings. Firstly, the original capital helps enterprises to develop through fund investment and value-added service, when the enterprise meets requirement of market, withdraw is needed to realize original capital circulation, strengthening efficiency through invest to new companies. Secondly, withdraw is also advantageous to examinant the ability of original capital superintendent, causing the original capital to excellent manager, and it is useful to improve resource using efficiency.
Fig.1 GEM’s promotion to small and medium-sized enterprises
GEM
Original capital
Small and medium-sized enterprises
Sell stockholder’s rights
public
Collect money
Company management
Value-added service
3 Domestic GEM 国内创业板
Developing GEM in China is to provide the more convenient financing channel to the small and medium-sized enterprise, builds a normal withdrawal mechanism for the risk capital. At the same time, this is also our country adjusts the industrial structure, the advancement economic reform important means. To the investor, the undertaking board market risk must be much higher than the motherboard market. Certainly, the repayment possibly also will be much bigger.
3.1 Domestic GEM historical development
The world two board market's development may divide into two stages approximately: The first stage from the 1970s to the mid-90s, the second stage from the mid-90s to the present. in 1971, the American Entire US Securities dealer Association has established counter transaction negotiable securities automatic quoted price system - - NASDAQ (NASDAQ), starts to surpass 2500 kind of counter transactions the negotiable securities to carry on the quoted price[10]. In 1975, NASDAQ has established the new listing standard, thus with separates out in the NASDAQ license's negotiable securities in counter transaction's other negotiable securities. in 1982, the NASDAQ best To be listed has formed the NASDAQ nation market, and starts to issue the real-time transaction quotation. But, until the early 90s, NASDAQ operation not very ideal, in 1991, its volume of business only then achieved New York stock exchange 1/3. The NASDAQ market obtains the rapidly expand truly, will be in the mid-1990s later second stage.#p#分页标题#e#
The growth enterprise market, started in 1970s in America and sprang up in the 1990s, is the outcome of all over the world engaging in supporting the start-up enterprises and creativity. American NASDAQ Stock Market, breeding a batch of world top 500 enterprises like Microsoft, is regarded as the synonym of the growth enterprise market. With more than 30-year probation and practice, the growth enterprise market is playing more and more important role in propelling industrial upgrade and promoting the scientific creativity at present all over the world. After the severe test of the Internet bubble breakdown in 2000, the growth enterprise market was again widely accepted and step into the new development period. By the end of 2007, more than 40 growth enterprise markets were in operation in the world covering the major international real economy subjects and the concentrated industrial areas [11].
Along with joining in WTO, our economy has also integrated in the global economic integration ranks, compared to foreign market, our country’s GEM is built on the background of technological innovation and economic structure changing, expanded venture capital, present information technical support. However, our small and medium-sized enterprises lack support of outside trade, developed information technology and financial innovation. And this is also one of reasons that we can’t promote GEM directly.
Until now, Our country capital market development experienced a process of the seed, the establishment, development and standardized advancement, but the process only last 10-20 years, compared with 200-300 years of western developed country, there must be big disparity including system flaw, machine-made flaw, fault of construction and so on. The vacancy of outside trade and the lag of financial system reform, has caused the stock transaction market simplification and insufficiency of financial innovation, derivation variety. The stock transaction market’s implication refers to the stock transaction centralized to the stock market, and there is only nationwide market but not local market. From 1992 our country began to clean “the spontaneous trade market” in some places, and until April, 1998, under the background of guarding finance risk, 41 stock exchanges, involved 18 provinces and cities, 520 companies, finished “ the cleaning up reorganization” work, and they completed the stock transaction market implication advancement.
3.2 Present situation of domestic GEM
Looking from the experience of NASDAQ, along with NASDAQ market’s starting from 1991 to 2000, the US investment capital increased sharply by 43 times, from 2.3 billion to 102.3 billion dollars, and the number of companies they invest is from 970 to 5608, which impetus the growth of small and medium-sized enterprises. Looking from our investment situation in recent years, the original capital investment is getting more and more active with construction of GEM [12].
Chinese stock investors usually are very interested in a new breed stocks that may have great potential. But despite the arrival of the Growth Enterprise Board, a stock exchange specializing in the shares of small, growing companies, few investors have been opening accounts to buy their shares.
"Only 1 percent of our customers invest in the growth enterprise market. There are many people calling to inquire about this, but few have opened an account."
Some other brokerage firms such as Galaxy and Southwest say less than 5 percent of their clients have opened a growth enterprise account.
Data from the Shenzhen Stock Exchange, indicates that only 200 thousand people had opened accounts on the Growth Enterprise Board as of September 10th. They account for only 5 percent of the estimated 20 million who are eligible to have such accounts.
On 31st March, 2009, China's Securities Regulatory Commission issued Provisional Measures for the Administration of the Stock Issuance in the Growth Enterprise Market for the First Time and put into practice on 1st May, which means the growth enterprise market prepared with more than ten years is expected to open officially on 1st May, 2009.
According to the measures, the enterprises willing to listed in the growth enterprise market should be the stock limited companies set up legally with more than three years’ operation successively and gaining profits in recent two years and the net profits no less than 10 million Yuan (1.46 million USD) in recent two years, which kept rising; or the company should gain profits in recent one year with the net profits no less than 5 million Yuan (730 thousand USD), the operation revenues no less than 50 million Yuan (7.3 million USD) and the growth rate of the operation revenues no less than 30% in recent two years. After the issuance, the total amounts of the capital stocks are no less than 30 million Yuan (4.38 million USD).
But given the bear market since 2008, many investors seem to be more cautious than ever before when it comes to the new breed of stocks. Analysts say it will take some time for the market to recognize the value of the new companies before investors are willing to take the plunge.
3.3 Domestic GEM patterns
The establishment of market operation pattern is foundation of GEM system. Looking from worldwide scale, operation patterns in GEM include two kinds: independent mode and attached pattern.
Compared with foreign market, our GEM operation pattern is attached to the main board. These tallies are also with our existing situation. Compared with the 3300 companies in US NASDAQ, our GEM is quite small, there is 40 companies until now, so it is very important to make full use of the superiority of attached market. Along with the increasing of companies and unceasing strength of small and medium-sized enterprises, we can consider to separate small and medium-sized enterprises from main board, build independent pattern such as NASDAQ, forming good competition pattern with the main board market, and through building GEM, the innovation of Chinese market will be improved, and new market system will be established.
Chinese Politics and law professor Liu Jinpeng believed that the undertaking board market cultivation and the impetus growth small and medium-sized enterprise grows, is supports the national independent innovation core strategy the important platform, concrete manifestation in the following several aspects[13]:
First, the undertaking board market has met the independent innovation financing needs. Through the multi-level capital market's construction, establishes the risk altogether to take on, the income sharing direct finance mechanism, may alleviate High-tech enterprise's financing bottleneck, may guide the venture capital going to, may transfer financial organs and so on bank, guarantee to enterprise's loan and the guarantee, thus forms the adaptation high technology and new technology enterprise development to throw the financing system.
Second, the undertaking board market has provided the incentive mechanism for the independent innovation. The capital market through provides the stockholder's rights and the option plan, may stimulate the technical personnel to turn even more diligently the scientific innovation income the real return, the solution innovation enterprise effective drive vacancy question.
Third, the undertaking board market has established superior win and the inferior wash out mechanism for the independent innovation, enhances the social whole the innovation efficiency, manifests specifically in the following two aspects: First, screened in anticipation. Is through venture capital screening and the capital market threshold, the establishment the reselection mechanism, will have the market prospect undertaking enterprise to push to the market truly; secondly, screens afterward. Is through the stock market continually listing standard, establishes the institution the withdrawal mechanism, and eliminates the market the question enterprise.
4 The development example analysis of overseas GEM 海外创业板发展的实例分析
4.1 The successful case in NASDAQ market – Microsoft
The full name of NASDAQ is National Association of Securities Dealers Automated Quotations, and it is formed in 1971. Looking from the market mechanism, at present NASDAQ divides into three levels. On 1st July, 2006, “ NASDAQ global selected market” started. The market selected excellent companies form NASDAQ, and the standard is much higher than others. Nearly 5,000 companies—including both small, quickly growing companies and many large corporations that have become household names—trade their securities on NASDAQ.
In 1975 Bill Gates and Paul Allen created a company called Microsoft. A little more than twenty years later, Microsoft is a leader in the field of computer programming. Gates and Allen both had big plans for their fledgling company and came up with different ways of managing people and products in order to create possibly the most effective and versatile workforce of any corporation in existence. To truly understand Microsoft's way of doing business is to view how the companies’ different project groups and divisions work together to create superb products that the consumers desire, there really is no one true secret to Microsoft's success. From an organizational standpoint, Microsoft starts by using an extensive interviewing process to sift out the smartest, most qualified individuals to perform all the tasks associated with their specific workgroups workload. By developing the product at one site, with multiple teams of programmers working together on separate sections of the programs, and by having the program ready to go the second it was completed has allowed Microsoft to introduce products and programs to market quickly and inexpensively. Bill Gates truly has a keen eye for business and has steered his company in the correct direction in order to create a well organized corporation. Microsoft has used good policies in order to build a strong, intelligent and loyal work force, not to mention excellent benefits and stock options in order to keep their employees happy. By using middle managers with technical backgrounds Microsoft allowed project managers to make technical decisions without the concern of making technical tradeoffs. By working in small groups that overlap in responsibility and work at one site, employees could be as productive as possible and do their jobs with the utmost precision. By frequently updating programs and entering into exclusivity contracts, Microsoft has made sure that there will be a continued demand for their products in the future. Microsoft creates markets for its products and product ideas by designing new technology and getting in on new technology early on. Microsoft's frequent testing of programs and products during and between every stage of the design process allows them to make sure projects are running smoothly and also allows them to ship the finished products to market quickly. Bill Gates has proved that he and Microsoft have what it takes to make it in today's business world, with good policies and good employees Microsoft is here to stay.#p#分页标题#e#
Microsoft has vibrant businesses on the desktop and in the enterprise, and is making sizable investments in online services and devices. As these four worlds converge, no technology vendor is better positioned to deliver on the vision of Software-plus-Services. Microsoft has multiple ways to monetize the results through the familiar model of software licensing, offering services by subscriptions, leveraging Microsoft's industry-leading advertising platform or the growing form of micro-payments known as Microsoft Points. And, Microsoft has the world’s largest and most diverse partner ecosystem, which is committed to its role in our strategy.
4.2 The loser in NASDAQ- Technical concept stock
The stock market overreaction hypothesis states that a stock price usually reverses itself after the stock experiences a sharp increase or decrease in price. If this hypothesis holds, then profitable investment strategies can be constructed to take advantage of the overreaction effect. Therefore, a further understanding of the overreaction effect has important implications not only for academics and practitioners, but also for the investing public. In this paper, we use a two-calendar-year data set from The Wall Street Journal to empirically investigate the stock price overreaction effect on stocks that have experienced the largest percentage price increases or decreases on any trading day from January 1996 to December 1997.
The issue of stock market overreaction is not a new one. Among the early well-known studies are those by Beaver and Landsman (1981) and DeBondt and Thaler (1985). The new developments in market environments and the inconclusiveness of the previous research on this issue make this area important. The advent of the internet as a mass communication tool and the advance in communication technology means that information can now be more quickly and more cheaply disseminated than ever before. It may be an empirical issue whether these developments will help increase or decrease the overreaction effect. Further, stock market investments are no longer confined to financial professionals and elite investors. More individuals have begun to participate actively in the stock markets; and more retirement money has been channeled to the stock markets through institution-sponsored pension funds. Therefore, a better understanding of the market overreaction effect could help financial professionals and the investing public to formulate their investment strategies.
Using the stocks with the daily largest percentage change in price reported in The Wall Street Journal, we find that even though the two-day abnormal returns are about 22 percent for the NYSE gainers and -18 percent for the NYSE losers, there is no evidence of any significant overreaction effect for either the NYSE gainers or the losers. On the other hand, we find significant abnormal returns over two consecutive day’s right after the event day for the NASDAQ gainer and losers. We observe a stronger overreaction effect for the loser stocks. The two-day event-period abnormal returns for NASDAQ stocks are 38 percent for the gainers and -35 percent for the losers. The abnormal returns during the two-day period following the event day are -1.76 percent for the gainers and 4.5 percent for the losers. Both results are significant at the 0.01 level. Further, in our regression analysis we find that both firm size and prior stock performance are statistically significant factors in determining the overreaction effect.
4.3 The experience of GEM in foreign countries
The GEM in some foreign countries is very successful, and it benefits its GEM market system, strict supervisory system and reasonable institutional arrangements.
1. The multi-level GEM system is the successful key.
The NASDAQ three market's divisions of labor are explicit, cannot achieve the global market standard the company to be possible first in small capital market financing, once grows enough in the small capital market, satisfies the global market the related going on the market condition, may pass through the simple procedure to global market going on the market; The global certain amount's best quality enterprise only then has the opportunity to integrate the NASDAQ whole world to select the market. NASDAQ this kind of multi-level undertaking board market both may meet the market development need, and may attract the high quality enterprise, increased the market depth greatly[14].
Looking from the enterprise financing angle, the growth small and medium-sized enterprise the situation varies in the development phase and the type, objectively requests the capital market to be possible to provide the different support platform, the multi-level undertaking board system happen to may satisfy the small and medium-sized enterprise the different demand. Moreover, the NASDAQ multi-level system's listing standard tolerances are very strong, and, grows strong along with the enterprise may also be promoted directly to the top level market, the procedure is quite simple, this has attracted the going on the market resources greatly, enables NASDAQ to become in the world one of greatest Stock markets. We may see that the multi-level undertaking board system is the NASDAQ successful key.
2. The reasonable institutional arrangements are successful foundation.
In order to improve listed quality, the NASDAQ interior has established the nimble extension board machine-made and strict draws back the city system in the different level market between. In transfers the board machine-made aspect, obtains the growth enterprise in the low level market, in satisfies the top level market listing standard in the situation to be possible to change to the top level market through the simple program, the NASDAQ capital market becomes the global market the hatch Bator. At the same time, outside the NASDAQ market and the field the trading market is also is interlinked, outside the field trading market's stock in satisfies under the condition to be possible to change to the NASDAQ capital market, draws back city from NASDAQ the stock also to be possible to apply for outside the appearance the trading market license. Is drawing back the city system aspect, NASDAQ has strictly draws back the city system, from aspects and so on net tangible assets, total assets, gross income, market value had stipulated goes on the market continually the lowest standard, will draw back the city the company to change to the counter market transaction.
3. The strict supervisory system is successful safeguard.
Under the NASDAQ board of directors sets up the market Control commission, is responsible for the supervision which specially in the field trades; NASDAQ's local supervision relies on 11 topicality business dealing committee which sets up in the nation; The Country Business dealing Committee all processing which makes to NASDAQ decided that carries on the verification. NASDAQ mainly divides into two aspects to the market supervision: The stock issue supervises and trades the active supervision. The stock issue supervision is possesses the related stock issue information which through the inspection enterprise disclosed on the media, will carry on the strict surveillance to the Listed enterprise. Some authorized organizations contrary enterprise NASDAQ to order its stop going on the market transaction activity. The transaction activity supervision is refers to through system's auto search and the analysis function real-time supervision Listed enterprise's all transaction activity.
5 Domestic undertaking board question matters needing attention 国内创业板问题的注意事项
5.1 Latent questions in domestic GEM
Hong Kong's Growth Enterprise Market first debuted in November 1999, aiming to offer growth enterprises an avenue to raise capital and investors an alternative of investing in high growth and high risk businesses. Currently it is facing tremendous challenges when Shenzhen Stock Exchange launched a SME board and several of its biggest members sought to move their listings to the main board.
The GEM's debut was merely ahead of the tech stock bubble peak in 2000 by five months. Since then it had dropped precipitously for three consecutive years, which was the lesser of a problem as high growth and high risk investments usually imply high volatilities, just like the US NASDAQ index. The GEM's weakness, nonetheless, was manifest in its 25% increase in 2003 when the blue chip Hang Seng Index rose by 35% in that year. Investors, bearing greater risks in a bear market, would demand greater rewards in a bull market. The NASDAQ's 50% surge in 2003 handsomely beat the Dow and the S&P's 25% rise. The GEM's weaker rally was a setback for investors, setting off a series of other problems.
An area of success of the GEM is its ever-increasing numbers of listed companies, which have grown steadily from 54 in the first year to the current 199. But because of the much weaker price movements of the stocks, the GEM's total market capitalization has nudged higher from HKD67.3bn to HKD72.7bn for the same period, leaving the impression that the GEM could only manage to grow quantitatively instead of qualitatively, failing to transcend itself along the way. When compared to the main board's HKD5482.6bn market cap, the GEM's is only 1.33% of its size.
The GEM's ability to maintain high P/E ratio is a double-edged sword. While it is favorable to attract more IPOs in the primary market, it might become a deterrent in the secondary market. Moreover, except for 2002, the GEM's daily average turnover has been on a steady downtrend. In 1H04, the daily turnover was only HKD149mn or less than 1% of that of the main board and less than half of the HKD341mn reached in its first year of debut. This poses serious problems as a quiet secondary market in turn diminishes the attractiveness of the primary market.#p#分页标题#e#
5.1.1 Vertical Challenges: Recognition, Turnover, and Liquidity
The latest development of leading GEM companies seeking to move to the main board highlights the declining degree of recognition of both the listed companies and the market in general. It was reported that CK Life Sciences International, Tom Group (it had successfully moved to the main board on August 4, 2004), Phoenix Satellite Television Holdings and Hongkong.com have either applied for or entertained the idea of moving to the main board. As they were the 1st, 2nd, 3rd and 6th largest stocks (in terms of market cap) of the GEM by the end of June, they accounted for 36% of the GEM's total market cap and more than 20% of total turnover, the impacts of their departures would be significant. Their decisions are most likely related to the main board's relaxing of the listing rules in April this year, which enables large companies with market cap between HKD2bn and HKD4bn to be exempted from requirements of three consecutive years of earnings if they pass certain asset and income tests. The main board's decision was aimed at increasing its attractiveness to companies. But it also creates incentives for qualifying companies of the GEM to contemplate moving their listings.
The relatively quick decisions by the four leading GEM companies to seek main board listings after the rule changes more or less reflect these companies' as well as the market's higher confidence in the main board in terms of reputation, turnover and attractiveness to investors. Although the GEM has successfully listed more companies over the years, they are unlikely to make up for those departing leading companies. As a result, the GEM has constantly been put under the defense. And its ambition to eventually rival the main board is in serious doubt. In the NASDAQ, although the heavyweight Microsoft and Intel become constituent stocks of the Dow Jones Industrial Average, they have never sought to jump ship to the rivaling NYSE, which maintains the NASDAQ's prestigious status. This demonstrates that retaining high quality companies is of utmost importance to a board, failing which shows the lack of investor confidence.
The GEM's lack of turnover and liquidity will probably worsen at the departures of those leading companies. The ratio of its daily turnover to that of the main board has fallen from 2.77% in its first year of debut to the current 0.90%. This poses serious challenges to attracting companies and investors. For example, institutional investors usually screen stocks using historical turnover as a criteria to ensure ample liquidity against price loss in case they have to liquidate a position. When comparing the monthly turnover to the total market cap, the GEM's ratio of 5-6% in the past three years is much lower than the NASDAQ's 20%. If persisting, investors are likely to form the impression that the GEM is a secondary market, hindering its breakthroughs.
5.1.2 Horizontal Challenges: Main Board, Shenzhen, Singapore and Consolidation
The four GEM companies' decisions to switch board are most likely business ones, taking into consideration of opportunities and costs. And if the main board goes further by simplifying switching rules and relaxing disclosure requirements, the ensuing switches will probably offset efforts by the GEM to recruit more companies. In other words, the main board is gaining strength at the expense of the GEM. Although the decisions to switch board are commercial ones made by the companies, and they are more suitable to further business expansions, the change of the main board's listing rules challenges the status quo of the two boards. Besides, the main board also hosts hundreds of small and illiquid stocks. Even though they may not all be tech stocks, they offer investors/speculators with alternative investment vehicles in the high risk, high reward arena. This also competes against the GEM for investment capitals.
Just like the main board, the GEM is working hard to attract more Chinese companies. The current headcount is that 30 out of the 199 GEM companies are Chinese enterprises. And out of the HKD5bn in IPO funds raised in 2003, HKD1bn or 20% are raised by state owned, privately owned and red chip companies. The launch of Shenzhen's SME board will undoubtedly increase the competition in this area. Although potential supplies seem unlimited, i.e. there are millions of registered SMEs in China and 1200 are ready to be listed, the exclusive status that the GEM used to enjoy to list Chinese SMEs will diminish if Shenzhen's SME board matures, becomes independent and relaxes its listing rules. So far, there has been little overlap of the two boards. The currencies of funds raised are different. The GEM offers an international funds platform and development path while Shenzhen is still a pure domestic play. Shenzhen's SME board is only a sub-board, employing the main board's more stringent listing rules, requiring longer approval time, but is relatively more efficient in terms of costs and refinances.
And then, competitions from Singapore cannot be overlooked. The Singapore Stock Exchange has wasted no time luring Chinese SMEs. The incentives it provides include the specially designed small S/A share model, relaxation of listing rules to exempt certain requirements in earnings, operations, local shareholding company structure and continuity of managements, etc. As a result, there are 45 Chinese companies listing in the SGX so far, up by 11 in 1H04 and accounting for 40% of this year's IPOs. In such ways, Shenzhen, Hong Kong and Singapore all vie for the Chinese SMEs' listings.
Besides direct competitions from other exchanges, the GEM is also under the global consolidation pressure. In 2003, according to Grant Thornton's report, there were seven sub-boards around the world that had either been shut down, changed to a stock index or OTC market. The GEM has survived the consolidation thanks to its efforts and the support of the China factor that continue to boost the numbers of listing companies and the total market cap. Though shutdown or reorganization is not the issue for now, the pressure could reemerge if the GEM's development remains stagnant.
5.2 Domestic undertaking board market question solution
On March 21, 2008, the Chinese Securities Supervisory Association announced "For the first time the Public release Stock and in the Undertaking Board Going on the market Policing method (Questionnaire Opinion Manuscript)", to social public questionnaire opinion [15]. On December 2, 2008, Securities Supervisory Association mobilizes momentarily to prepare to push the undertaking board; means that fermented near ten year undertaking board to promote is just round the corner. Is affected the US financial crisis, our country economy postpones in the situation, the small and medium-sized enterprise finances the difficult question even more to highlight, promotes our country to start an undertaking as soon as possible the board market, pours into the blood to the small and medium-sized enterprise, is the urgent matter. Our country should in profit from the overseas undertaking board market in experience's foundation, needs to come according to our country reality to set up our country characteristic the undertaking board market.
(1) Localization wants accurate
"For the first time the Public release Stock And in the Undertaking Board Going on the market Policing method (Questionnaire Opinion Manuscript)" pointed out that the undertaking board is to promote the growth undertaking enterprise is the independent innovation enterprise's development specially; Plans Listed enterprise's financial situation to meet the following requirement: 1. the recent two years gain continuously, recently two year net profit accumulated many in 10,000,000 Yuan, and sustained growth; Or recent one year profit, and the net profit many in 5,000,000 Yuan, recently one year business income many in 50,000,000 Yuan, recently two year business income rate of increment was not lower than 30%. The net profit buckles, only if around regular profit and loss are for computation basis; 2. Before the release, net assets many reach 20,000,000 Yuan; 3. Recently an end of the period did not exist has not made up the loss; 4. After the release, capital stock total amount many in 30,000,000 Yuan.
Our country starts an undertaking the board market starting point is for the atonement existing market function insufficiency, provides a financing platform for more small and medium-sized enterprises. But the financial situation which stipulated from the means looked that the threshold is a little high, starts an undertaking enterprise's development present situation with our country to tally not greatly. Because under US financial crisis's influence, many undertaking enterprises encounters the management cold winter, some even go bankrupt. Such undertaking board is not able to solve the small and medium-sized enterprise financing difficult problem truly is promoted. Profits from the overseas undertaking board development experience, wants to develop our country Small and medium-sized enterprise, strengthens its vigor, must reduce suitably enters the market the threshold, will otherwise only keep them out more small and medium-sized enterprises. Therefore our country starts an undertaking the board market localization of target to be: Expanding good small undertaking enterprise, but the expanding standard must depend upon the reliable rating standard to determine.
(2) Market supervision wants strict
Because the undertaking board market threshold is low, the risk is big, the strict supervision starts an undertaking the board market healthy development to our country appears important especially.
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Establishes the strict information disclosure system, the undertaking board market information disclosure system must be more complex than the motherboard market, be complete, is detailed. The publisher must certainly carry on the comprehensive information to disclose, so long as does not involve the enterprise to be secret, must momentarily disclose that the business events progress, the operational project, to be listed management structure information and so on, so that investors get prompt understanding material. To the publisher issued that false, error message, must give the serious penalty. The guaranteeing and recommending person system, our country may profit from British AIM the procedure, through the formulation corresponding laws and regulations, stipulated strictly guaranteeing and recommending person's qualifications, the responsibility, guaranteed guaranteeing and recommending person's plays its proper role after listing counseling and in the going on the market supervising. Moreover, the stock exchange must complete the verification Listed enterprise to report that the surveillance enterprise observes ministrant work and so on market rule. Securities Supervisory Association must be responsible for the listing, the verification, the release and so on significant item work. Finally, through strengthens the market supervision, causes the GEM the systematic risk to fall lowly, and protects investor's benefit greatly.
(3) Draws back the city system to want the science
Because the undertaking board market's going on the market object's scale is small, risk defense capability is weak; the listed enterprise draws back the city the situation to sometimes occur. Strict draws back the city system to be advantageous to the enhancement undertaking board market to be listed quality, enhances the undertaking board market the operating efficiency.
The NASDAQ market draws back the city condition is the condition which licenses continually by the stock indicates, including two concrete quantity standards and company management structure, information disclosure aspect non-quantity standard. What the termination going on the market procedure uses investigates the system. After determining the condition which some stock no longer satisfies licenses continually, because the NASDAQ market's going on the market qualifications department will inform To be listed its stock no longer to satisfy the condition which the NASDAQ market licenses continually to terminate going on the market. If to be listed refuses to accept to the above decision, may the progressive appeal. Our country must certainly formulate strictly draws back the city standard which restrains with the legal means that and in the possible situation, to profit from NASDAQ to investigate the system, because investigates the system to be possible to give the investor at the same time certain cushion time, on the other hand may reduce the regulatory authority to make the wrong decision the possibility, enhances draws back the city process the transparency.
We cannot continue to these to achieve the undertaking board market requirement the enterprise, may outside the field the trading market take its withdrawal channel, the outside trading market on the scene carries on the license transaction, but can only carry on the stockholder's rights circulation, does not allow to expand stock financing. This is helpful to the safeguard undertaking board market vigor and the quality. Moreover, the outside trading market on the scene obtains the growth enterprise to be possible to satisfy the undertaking board market standard time to carry on transfers the board.
In brief, undertaking board's establishment with the consummation is a systematic project. Our country should act according to our country's reality, in profits from the overseas undertaking board market experience's foundation, establishes our country's undertaking board market as soon as possible, provides the financing platform for the small and medium-sized enterprise, promotes our country economy steadily, the healthy development.
5.3 Domestic GEM suggestion
1. We need clear about the undertaking board to support the small and medium-sized enterprise undertaking the market localization. Our country started “the national undertaking investment mechanism research” to the undertaking board's research date from at the end of 1997 Department concerned, at that time is mainly from the development high technology and new technology industry and for the undertaking investment provides withdraws from the channel to know the start undertaking board the necessity. Along with the understanding unceasing enhancement, the start undertaking board's important meaning is through supports the small and medium-sized enterprise undertaking and the development, lays the solid microscopic foundation for the national economy sustainable development. Especially is rich in our country this kind of pool of labor power, the market relatively broad country, develops the high tech to be no doubt important, but supports has the expanding small and medium-sized enterprise undertaking and the development, is not only advantageous to displays our country's pool of labor power superiority fully, is also advantageous in develops for the High-tech enterprise creates the market demand.
2. Understanding the start undertaking board highly from the strategy the pressing. Generally speaking, the undertaking board market's risk must be higher than the motherboard market, but is precisely because it can undertake a higher risk, only then can melt the entire national economy movement system's risk effectively. The question key is must face up to the risk, and profits from the international experience, establishes the perfect risk control mechanism. If only avoids the risk constantly, our country very possibly loses the opportunity in the global undertaking board market recent round development, large quantities of outstanding To be listed resources will also drain the overseas, thus endangers finally to the state economy security.
3. Positive, advances the undertaking board market construction safely. Presently, our country should under the current law frame, according to deliver the institute and Shenzhen Stock Exchange suitable division of labor principle, is clear about Shenzhen Stock Exchange achievement early “the small and medium-sized enterprise stock exchange” the status, chooses above total capital stock 50,000,000, the circulation stock 50,000,000 following small and medium-sized enterprises in Shenzhen Stock Exchange going on the market, promotes the small and medium-sized enterprise direct finance, implements and realizes "Small and medium-sized enterprise Promotion Law". To new going on the market this part of small and medium-sized enterprises, implements the isolated operation, to supervise alone. After treating accumulation certain experience, according to the undertaking board market construction situation, reduces the threshold gradually again, appropriate readjustment going on the market scale and profit request.
4. In “gait strategy” in the implementation process consummates our country's undertaking board market pattern unceasingly. World undertaking board market's establishment is different with the movement pattern, which one kind of pattern a country or do the area choose, is by its synthesis factor decisions and so on historic condition, socio-economic development condition. Looking from the region layout, the American NASDAQ is outside several thousand fields in the trading market foundation the unification conformity and the independent movement; Europe will favor will start an undertaking the board to take the motherboard interior a tectonic plate; In Asia, independent mode's undertaking board market is successful. Which kind of pattern but regardless of being, whether can take most be advantageous in promotes the small and medium-sized enterprise financing system construction and the multi-level capital markets “both suitably divides the work, and moderately competes” as the starting point. Says in light of this, has had two stock markets in our country in the situation, will deliver locates develops in the main support Major industry, Shenzhen Stock Exchange mainly locates in supports the small and medium-sized enterprise undertaking, both are advantageous in avoids the securities trading market the building redundant project, and is advantageous to two exchange specialized development. As for future Shenzhen undertaking board concrete movement rule and supervision system, then definitely may try to find out gradually in reality.
5. The perfect risk control mechanism, guaranteed that the undertaking board market construction steps the first step. Although according to “the gait strategy”, Shenzhen Stock Exchange does not need to change the present negotiable securities supervision the fundamental rule, however, because the small and medium-sized enterprise has the Major industry different stock price movement characteristic, therefore, still had the essential research formulation to adapt the small and medium-sized enterprise movement characteristic each executive regulation: (1) studies the formulation expanding small and medium-sized enterprise public stock offering and the listing standard, establishes the strict market access system; (2) studies formulates the small and medium-sized enterprise To be listed guaranteeing and recommending person rule, practical guard inferior listing; (3) studies formulates the small and medium-sized enterprise going on the market counseling direction, guaranteed that the company establishes the perfect legal person management structure; (4) studies formulates the small and medium-sized enterprise To be listed information disclosure criterion, through enhances the information disclosure frequency and timeliness, expands the information disclosure scope, strict market supervision; (5) studies formulates the small and medium-sized enterprise stock offering to draw back the city means that establishes smoothly draws back the city mechanism.#p#分页标题#e#
5.4 Domestic GEM trend of development
Facing multiple internal and external challenges, it is time for the GEM to review its positioning and development strategies. First of all, the bottoming of global tech stocks has defeated the threat on the GEM's existence. But questions linger on whether it should still be positioned to become a tech heavy board that mirrors the NASDAQ and rivals the main board, or it should serve as a host for companies not yet qualified for main board listings. Judging from the current situation, the latter positioning seems to be the order. As for the ambitious former positioning, the market condition poses serious challenges. Although the GEM can facilitate growth by utilizing tools such as listing rules and policies, it is still largely the market force that decides the fate of a listed company.
Even so, the GEM still has room for improvement and development. The first task in order is to retain high quality companies in order to rebuild the market and investors' confidence. Instead of trying to prevent desertions using administrative measures or manipulating listing rules, the GEM must strive to provide some of the advantages similar to those of the main board in order to retain loyalties of the listed companies. A thorough survey on those companies having moved or moving to the main board will provide invaluable answers. Moreover, increasing liquidity and turnover is very important to attract investors and capitals, especially institutional investors. But it must be pointed out that unless the GEM dramatically raising the bar of listing, increasing the minimum requirements of funds raised and ratio of public shareholding, which have far fetching implications, the GEM will still host many small and illiquid companies. In this case, those mid to large size companies should be selectively targeted when considering measures to boost turnover. A market making system can be adopted, just like what the bond market has done. However, there exist many technical issues regarding a market making system for so many different stocks, as many large shareholders of an illiquid stock could easily act as a market maker. And ultimately the deciding force lies in a company's quality and market's selection, which is less relevant to whatever the GEM can do.
As it is inevitable that some GEM companies will seek to move to the main board once it achieves certain growth, the GEM needs to consider establishing a echelon relationship with the main board, under which qualifying GEM companies move up to the main board, and in turn the main board raises the criteria for continuous listing and sends those second, third or even fourth liners to the GEM under a delisting mechanism. Although the GEM will inherit weaker companies from the main board, this mechanism can partially solve the main board's delisting problem and stop the GEM's blood loss. And the echelon formation bodes well for optimizing the structure of the overall market and facilitating its development. The GEM also needs to review its own delisting mechanism in order to improve quality. Like the NASDAQ that desisted 430 or 11.4% of its stocks in 2003, its market cap grew by USD208bn or 9.3% nonetheless, proving that quality is worth pursuing. Of course, market practitioners and investors must be thoroughly consulted for this matter to avoid the plight of the penny stock crisis.
Lastly, in order to fend off external competitions, the GEM needs to differentiate its strategies. As Singapore competes for private Chinese enterprises mainly by lowering costs and entrance requirements, the GEM can leverage on its economic and geographic relationships with China, coordinate with the central government's favorable policies to promote our market. It should target higher quality companies with better reputation and services. As for the relationship with Shenzhen, the GEM must differentiate its developments. Otherwise once China further opens up its financial sector and the SME board evolves, direct competitions will emerge. Shenzhen's SME board is an important step to China building and perfecting its capital market. In order to plan and prepare for its launch, Shenzhen's main board suspended new listings for three years. Under the circumstance that the GEM is not in the central government's planning for China's capital market development, the SME board will continue to develop, expand and become more competitive along the way. Therefore, the GEM has no other choices but to establish a partnership with the SME board and differentiate its own developments. The proposal of one board, two markets is a feasible one. But it needs the consensus of the two exchanges and the approval of the central government. Even though it cannot be implemented right away, its spirit can still be reflected in the cooperation between the two exchanges in many aspects. The GEM processes the advantages of opening to international markets, capitals, investors, accounting standards and supervisions. And Shenzhen excels in convenience and localization. The two can establish a partnership by swapping shares, jointly launching promotions and road shows, and emphasizing different advantages to attract Chinese SMEs. A referral mechanism can also be established. Moreover, Hong Kong can help Shenzhen further develop its stock market by utilizing its expertise in stock derivatives. As the supply of Chinese SMEs seems unlimited, the two exchanges should have ample room for development. Shortsighted vicious competitions should be avoided at all costs.
The problems in the growth enterprise market could be mentioned in the same breath with the share reform. As a crucial step of the system construction in the capital market, the growth enterprise market not only brings giant profits for the related listed companies, but also an important step to guarantee the employment and propel the transformation.
The medium and small enterprises provide more than 80% employment in China. At present, the unsmooth of the fund channel is still the major bottleneck of restraining development of the medium and small enterprises. The benefactors of the fast issuance of the credit loans are mainly the large and medium enterprises and the infrastructure construction projects. So, from the aspect of keeping the long term vigor of Chinese economy, it is the inevitable choice to provide better survival and development system environments for the medium and small enterprises. Meanwhile, from a higher aspect, the release of the growth enterprise market is as meaningful as the 4 trillion investment plans, which not only drive the private investment, but also of crucial importance to propel the economic transformation.
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