中国创业板市场外文翻译(已处理)

中国创业板市场外文翻译（已处理）中国创业板市场外文翻译

外文文献翻译译文

一、外文原文

原文:

China's Second Board

I. 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 called 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 burst, the market's 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, as can be seen from the name of the 1996 Law of the

People's 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 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, Chinese 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 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 made 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 Board's listing requirements, which were the same as those for companies listed on the Main Board, and to make it a market especially for venture businesses, 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 policy 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 goes 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 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 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 regulations 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 CSRC 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 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 company's technological innovativeness and growth potential. The Chinese authorities have actually made it clear 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 business 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 innovative 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 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 issuer’s IPO application and supervise the issuer’s 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 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 sponsoring securities companies more responsible by requiring them to conduct due diligence investigations and make prudential judgment on the issuer’s growth and render special opinions thereon Third,

information disclosure. Article 39 of the Interim Measures

stipulates that the issuer shall make a statement 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 shall 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 System and the Provisional Measures of the Public Offering Review Committee of the China Securities Regulatory Commission

2. 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 of 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 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 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 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 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, disclosure. 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 sectors, especially information technology, services, and biopharmacy. Thus far, few companies in which foreign private equity

funds have a stake have applied. This is because these funds have tended to go for red-chip listings Another point is movement between the

various tiers of China's multi-tier capital market. As of early September, four companies that are traded on the new Third Board had successfully applied to list on the Second Board. As 22 new Third Board companies meet the listing requirements of the Second Board on the basis of their interim reports for the first half of fiscal 2009, a growing number of companies may transfer their listing from the new Third Board to the Second Board. We think this is likely to make the new Third Board a more attractive market for private equity investors.

The applicants include companies that were in the process of

applying for a listing on the SME Board. The CSRC has also made it clear that it does not see the Second Board simply as a "small SME Board" and attaches great importance to the companies' innovativeness and growth potential. Ultimately, whether or not such risks can be mitigated will depend on whether the quality of the companies that list on the Second Board improves and disclosure requirements are strictly complied with. For example, according to the rules governing Prospectuses of ChiNext Companies, companies are required to disclose the above-mentioned supplementary agreements as a control right risk. The point is whether such requirements will be complied with Since there is a potentially large number of high-tech companies in China in the long term, whether or not the Second Board becomes one of the world's few successful venture capital markets will depend on whether all these rules and regulations succeed in shaping its development and the way in which it

is run.

The authorities clearly want to avoid a situation where the Second Board attracts a large number of second-rate companies and becomes a vehicle for market abuse as it would then run the risk of becoming an illiquid market shunned by investors who have lost trust in it. Indeed, such has been the number of companies applying to list on the Second Board that some observers have expressed concern about their quality There has also been some concern about investor protection. For example, supplementary agreements between private equity funds and issuers pose a risk to retail investors in that they may suddenly be faced with a change in the controlling shareholder. This is because such agreements can result in a transfer of shares from the founder or controlling shareholder to a private equity fund if the company fails to meet

certain agreed targets or in a shareholding structure that is different from the apparent one, for example. The problem of low liquidity, which has long faced the new Third Board market, where small-cap high-tech stocks are also traded, also needs to be addressed.

Meanwhile, the Second Board's Public Offering Review Committee was officially established on 14 August. It has 35 members. A breakdown reveals that the number of representatives of the CSRC and the Shenzhen Stock Exchange has been limited to three and two, respectively, to ensure that the committee has the necessary number of technology specialists. Of the remainder, 14 are accountants, six lawyers, three from the Ministry of Science and Technology, three from the China Academy of Sciences, two from investment trust companies, one from an

asset evaluation agency, and one from the National Development and Reform Commission NDRC. It has been reported that the members include specialists in the six industry fields the CSRC considers particularly important for Second Board companies namely, new energy, new materials, biotechnology and pharmaceuticals, energy conservation and environmental protection, services and IT.

Source: Takeshi Jingu.2009.“China's Second Board”. Nomura Journal of Capital Markets Winter 2009 Vol.1 No.4.pp.1-15.

二、翻译文章

译文:

中国创业板市场

一、建立创业板市场及其意义

2009年3月31日中国证券监督管理委员会以下简称“中国证监会”发

行《中国证监会管理暂行办法》,首次在创业板市场上[即,第二个板,也叫创业板

市场]“暂行办法” 公开募股,从 2009年的5月1日开始生效,这标志着深圳

证

券交易所市场这个人们期待已久的合资企业即将诞生。原计划在2001年建立

这

样一个市场,由于互联网的泡沫危机而破灭,市场使最终的决定开放延误了近10 年。

八十年代起,随着中国政府科学技术的发展,传统风险资本的出现在中国作为一种手段,从经济上来支持高新技术发展的公司。从中我们可以看到,1996年开始中

华人民共和国提升了科学和技术,进而再把它转化为生产力,这是用来支持科学技术

的商业化发展。在二十世纪九十年代和2000年之间风险投资基金逐步发展,创业板市场似乎越来越要求被建立。当中国证监会草案在2000年被公布的时候,这个舞台就成立了。然而,当网络泡沫特别是对纳斯达克破灭的时候,这个计划也被束之高阁。此外,中国投资者和风险资本家可能没有准备好这样的情况。

因此,中国企业于上世纪90年代后期寻求名单上的海外市场所谓的“红筹股上市公司”,而这在海外遭到了批评与指责。

在保险单前,2004年国务院在改革开放和稳定发展资本市场方面发表了自己的一些认识和看法(“九意见”, “多层次资本市场”这个概念首次被提出来。计划最终将中小企业的上市要求相同于主板上市的公司,并使它更加面向有风险的企业,建立独立的市场第二板市场目的是为了学习中小企业板的经验。

作为过程的一部分,创造一个多层次资本市场,建立第二板市场的其中之一的措施包括政策文件上的几点看法,国务院办公厅也提供了更多的融资以支持经济发展,去年12月公布的2008年全球金融危机是反应的一种方式 ,方便了中小企业来筹集资金。

不用说,创业二板市场是一个重要的发展,它给私募股权投资基金一个出口投资的机会。如果没有这样的出口对这些投资而言是个不利因素,大部分的基金寻找红筹股上市这是一种现有的投资。然而,随着国内储蓄盈余,相对于国内市场,中国当局开始更加鼓励公司在海外市场去筹集资金。2006年9月更加繁琐的准则在中国上市企业的海外市场被制定。这样在较早的投资时机能将中国的私募股权投资基金用来出口,以及他们自己的市场。第二板市场的创造应对了这一份迟来的需要。

二、建立规范的第二板市场

我们现在仔细看看一些关于设置二板市场的规则和规章制度。首先, 在2009

年3月31日中国证监会颁发的5月1日起执行的《管理暂行办法》中首次公开股

票的清单。《暂行办法》由六章及58条条款组成, 规定了条件和程序,提出了问题,披露了要求程序和法律责任。

第一,一般规章。首先要说的是论文1:“这些制定的实施办法是为促进发展创

新企业和其他成长的初创企业“这表明,其中最主要的标准是上市企业技术先进性建设和发展潜力。中国当局实际上已明确表示,虽然第二委员会和中小企业板都是和中小企业较相似,但是第二板市场的中小企业是以高度的技术先进性建设和一个创新的商业模式专门用于在初步不是生长或成熟的阶段的发展,而中小企业板是在成熟阶段时专门用于公司相对稳定收入时候的发展方向。他们也明确表示,第二板市场并不是简单的“中小企业板”,这表明我们政府想要看到技术创新的公司上市和中小企业第二板市场的上市公司在传统行业中小企业板中的应用。

其次,第7条回答:“市场准入制度,伴随着投资者的风险承受能力,应该将投资风险充分揭露给投资者。”一个值得注意的特点是,这是采用观念中的“合格投资者”来试图改善风险控制。

此外,第8条说:“中国证券监督管理委员会以下简称中国证监会应当依法审查和批准本级上市公司首次公开招股申请并监督上市公司首次公开招股活动。证券交易所应当依法制定,提供一个公开、公正、公平的市场环境,保证设备的正常运转。”第二板市场的成立至今被认为是由证券交易所通过的一项新议题,然而,这是由中国证监会研究并批准申请的。

第二,提供条件。第十条规定符合四个数值条件额的公司首次公开招股。

第三,提供程序。《暂行办法》力求证券公司更负责任进行尽职调查和谨慎判

断出独到的见解。

第四,信息披露。第三十九条《暂行办法》规定,发行人应当在招股书中发表一项声明指出投资的风险,即公司第二板市场的一致、不一致的性能,良好的经营风险和风险的退市。

第五,监督。文章51- 52规定证券交易所即深圳证券交易所应建立挂牌交易系统和退市二板市场的股票,促使他们持续的履行监督义务,建立市场风险预警系统和投资者教育体系。

1、修改证券发行暂行办法,上市系统和临时措施公众舆论的评审委员会提供中国证券监督管理委员会。

2、规范股票上市交易。

3、检查投资者上市公司的资格。第二板市场比主板上市有更多的风险,应该需要接受更严格的退市规则。投资者要保护第二板市场的股票,看是否适合所有投资。

4、规范在创业板上市的申请文件和在中国公司的说明书。在7月20日出版的申请文件规则中首次公开发行股票和上市公司的招股书,并且宣布将于7月26日处理上市申请。

三、未来的发展

其目的是推动发展创新企业和其他企业的建设,第二板市场的产生使这些公司

通过发行股票筹集资本。这就是为什么它的上市要求相对于主板不太苛求,而且它为什么能有不同的规则来降低风险。首先,第二板市场都有它自己的公开发行审议委员会来查看技术专业,申请公司较重视反映。另外,证券发行者和他们的控股股东,以及实际上的控制者,在接受赞助证券公司方面将有更严格的责任要求。同时,合格投资者系统的设计是用来减轻散户投资者的风险。

一旦发表了这些第二板市场的法规, 中国证监会就会从2009年的7月26日开始申请上市的过程。据报道,108家公司初步实施应用。在十月中旬的时候,其中的28家已经被核准10月30号在第二板市场上市。

到了12月15日有46个公司的申请已被中国证监会批准上市包括上述28家。他们来自广泛的领域,特别是信息技术服务和生物药剂学。迄今为止,一些公司的外

国私人股本基金只要有利害关系的都可以适用,这是因为这些资金倾向于去红筹股上市。

另一点是中国的不同级别多层次的资本市场之间的运动。在九月初,4个在新的第三版交易的公司已经成功地应用于第二板市场的名单上。在2009年的上半场财政内部报告中,22家新的第三板公司在满足上市要求的二板市场的基础上,有越来越多的公司可以从新的第三板转让其上市股份到第二板市场上。我们认为对私人股本投资者来说这可能使新的第三板在市场上更具吸引力。

申请人包括公司在申请过程中挂牌的中小企业板。中国证监会也明确表示,他不是简单的把第二版市场视为一个“中小企业板”,而是重视其公司的先进性建设,把它当做有发展潜力的企业。

最终,是否减轻风险将取决于公司名单上的质量有所提高,第二板市场的

严格披露要求执行。举例说,根据规则发售公司股票,公司必须披露上述补充协议作为一个控制权的风险。问题的关键在于是否符合这些要求。

由于大量的高科技公司可能在中国长期发展,第二板市场能否成为世界成功的风险资本市场将取决于这些法规的形成发展和成功的方式运作。

当局清楚地表明要避免二板市场吸引大量二流公司的这种情况,成为市场滥用的载体,因为这样它将有可能成为一个流动市场而让投资者失去信任。实际上, 第二板市场的清单上已经有申请公司的数量,一些观察家表示,他们担心这些公司的质量。

这里当然还有一些对投资者保护的关注。例如,在私人股本基金的补充协议中表明如果发行者对散户投资者带来风险, ,他们可能会突然面临控股股东的改变。如果公司未符合一定的条件或股权结构明显不同,该协议可以导致发起人转让股份或控股股东的私募基金。流动性较低的问题在高科技股票市场交易的第三板也需要被考虑到。

与此同时,第二局的公开发行评审委员会在8月14日正式成立,它有35个成员。中国证监会和深圳证券交易所的代表人数受到了限制,这是为了保证村委会必要拥有许多技术专家。在余下的人员中,14个会计师,六个是律师,以及三个来自科学技术部,三个来自中国科学院,两个来自投资信托公司,一个来自资产评估机构,还有一个来自国家发展和改革委员会。有报道说,成员有来自专家认为在中国非常重要的二板市场公司中的六个行业即、新能源、新材料、生物工程和医药、节能环保、服务和信息技术。

出处: Takeshi Jingu.《创业板市场》.野村资本市场杂志冬季第一册第4

卷,2009:P1-15.