外文翻译创业板市场文档格式.docx

1、s Second BoardI. Significance of and events leading to the establishment of a Second Board On 31 March 2009 the China Securities Regulatory Commission （CSRC issued Interim Measures on the Administration of Initial Public Offerings and Listings of Shares on the ChiNext i.e., the Second Board, also ca

2、lled the Growth Enterprise Market （Interim Measures）, which came into force on 1 May 2009. This marked the creation by the Shenzhen Stock Exchange of the long-awaited market for venture businesses. As the original plan to establish such a market in 2001 had come to nothing when the dotcom bubble bur

3、st, the markets final opening came after a delay of nearly 10 years.Ever since the 1980s, when the Chinese government began to foster the development of science and technology, venture capital has been seen in China as a means of supporting the development of high-tech companies financially. The aim

4、, as can be seen from the name of the 1996 Law of the Peoples Republic of China on Promoting the Conversion of Scientific and Technological Findings into Productivity ,was to support the commercialization of scientific and technological developments. Venture capital funds developed gradually in the

5、late 1990s, and between then and 2000 it looked increasingly likely that a Second Board would be established. When the CSRC published a draft plan for this in September 2000, the stage was set. However, when the dotcom bubble （and especially the NASDAQ bubble） burst, this plan was shelved. Also, Chi

6、nese investors and venture capitalists were probably not quite ready for such a move.As a result, Chinese venture businesses sought to list on overseas markets （a so-called red chip listing） from the late 1990s. However, as these listings increased, so did the criticism that valuable Chinese assets

7、were being siphoned overseas.On the policy front, in 2004 the State Council published Some Opinions on Reform, Opening and Steady Growth of Capital Markets （the Nine Opinions）, in which the concept of a multi-tier capital market was presented for the first time. A first step in this direction was ma

8、de in the same year, when an SME Board was established as part of the Main Board. Although there appear to have been plans to eventually relax the SME Boards listing requirements, which were the same as those for companies listed on the Main Board, and to make it a market especially for venture busi

9、nesses, it was decided to establish a separate market （the Second Board） for this purpose and to learn from the experience of the SME Board. As well as being part of the process of creating a multi-tier capital market, the establishment of the Second Board was one of the measures included in the pol

10、icy document Several Opinions of the General Office of the State Council on Providing Financing Support for Economic Development （the 30 Financial Measures）, published in December 2008 in response to the global financial crisis and intended as a way of making it easier for SMEs to raise capital.It g

11、oes without saying that the creation of the Second Board was also an important development in that it gives private equity funds the opportunity to exit their investments. The absence of such an exit had been a disincentive to such investment, with most funds looking for a red chip listing as a way

12、of exiting their investments. However, with surplus savings at home, the Chinese authorities began to encourage companies to raise capital on the domestic market rather than overseas. This led, in September 2006, to a rule making it more difficult for Chinese venture businesses to list their shares

13、on overseas markets. The corollary of this was that it increased the need for a means whereby Chinese private equity funds could exit their investments at an early opportunity and on their own market. The creation of the Second Board was therefore a belated response to this need.II. Rules and regula

14、tions governing the establishment of the Second Board We now take a closer look at some of the rules and regulations governing the establishment of the Second Board. First , the Interim Measures on the Administration of Initial Public Offerings and Listings of Shares on the ChiNext, issued by the CS

15、RC on 31 March 2009 with effect from 1 May 2009. The Interim Measures consist of six chapters and 58 articles, stipulating issue terms and procedures, disclosure requirements, regulatory procedures, and legal responsibilities.First, the General Provisions chapter. The first thing this says （Article

16、1） is: These Measures are formulated for the purposes of promoting the development of innovative enterprises and other growing start-ups This shows that one of the main listing criteria is a companys technological innovativeness and growth potential. The Chinese authorities have actually made it cle

17、ar that, although the Second Board and the SME Board are both intended for SMEs of similar sizes, the Second Board is specifically intended for SMEs at the initial （rather than the growth or mature） stage of their development with a high degree of technological innovativeness and an innovative busin

18、ess model while the SME Board is specifically intended for companies with relatively stable earnings at the mature stage of their development. They have also made it clear that the Second Board is not simply a small SME Board. This suggests to us that the authorities want to see technologically inno

19、vative companies listing on the Second Board and SMEs in traditional sectors listing on the SME Board. Next, Article 7 says:A market access system that is commensurate with the risk tolerance of investors shall be established for investors on the ChiNext and investment risk shall be fully disclosed

20、to investors. One noteworthy feature is the adoption of the concept of the qualified investor in an attempt to improve risk control. Furthermore, Article 8 says:China Securities Regulatory Commission （hereinafter, CSRC） shall, in accordance with law, examine and approve the issuers IPO application a

21、nd supervise the issuers IPO activities. The stock exchange shall formulate rules in accordance with law, provide an open, fair and equitable market environment and ensure the normal operation of the ChiNext. Until the Second Board was established, it was thought by some that the stock exchange had

22、the right to approve new issues. Under the Interim Measures, however, it is the CSRC that examines and approves applications. First, offering conditions. Article 10 stipulates four numerical conditions for companies applying for IPOs. Second, offering procedures. The Interim Measures seek to make sp

23、onsoring securities companies more responsible by requiring them to conduct due diligence investigations and make prudential judgment on the issuers growth and render special opinions thereon. Third, information disclosure. Article 39 of the Interim Measures stipulates that the issuer shall make a s

24、tatement in its prospectus pointing out the risks of investing in Second Board companies: namely, inconsistent performance, high operational risk, and the risk of delisting. Similarly, Fourth, supervision. Articles 51 and 52 stipulate that the stock exchange （namely, the Shenzhen Stock Exchange） sha

25、ll establish systems for listing, trading and delisting Second Board stocks, urge sponsors to fulfill their ongoing supervisory obligations, and establish a market risk warning system and an investor education system.1. Amendments to the Interim Measures on Securities Issuance and Listing Sponsor Sy

26、stem and the Provisional Measures of the Public Offering Review Committee of the China Securities Regulatory Commission2. Rules Governing the Listing of Shares on the ChiNext of Shenzhen Stock Exchange Next, the Shenzhen Stock Exchange published Rules Governing the Listing of Shares on the ChiNext o

27、f Shenzhen Stock Exchange on 6 June （with effect from 1 July）.3. Checking investor eligibility As the companies listed on the Second Board are more risky than those listed on the Main Board and are subject to more rigorous delisting rules （see above）, investor protection requires that checks be made

28、 on whether Second Board shares are suitable for all those wishing to invest in them.4. Rules governing （1） application documents for listings on the ChiNext and （2） prospectuses of ChiNext companies On 20 July the CSRC published rules governing Application Documents for Initial Public Offerings and

29、 Listings of Shares on the ChiNext and Prospectuses of ChiNext Companies, and announced that it would begin processing listing applications on 26 July. III. Future developments As Its purpose is to promote the development of innovative enterprises and other growing start-ups，the Second Board enables

30、 such companies to raise capital by issuing shares. That is why its listing requirements are less demanding than those of the Main Board but also why it has various provisions to mitigate risk. For one thing, the Second Board has its own public offering review committee to check how technologically

31、specialized applicant companies are, reflecting the importance attached to this. For another, issuers and their controlling shareholders, de facto controllers, and sponsoring securities companies are subject to more demanding accountability requirements. The key factor here is, not surprisingly, dis

32、closure. Also, the qualified investor system is designed to mitigate the risks to retail investors. Once the rules and regulations governing the Second Board were published, the CSRC began to process listing applications from 26 July 2009. It has been reported that 108 companies initially applied. As of mid-October, 28 of these had been approved and on 30 October they were listed on the Second Board. As of 15 December, there are 46 companies whose listing application has been approved by CSRC （including the above-mentioned 28 companies）. They come from a wide range of se