| In December 2021,the Central Economic Work Conference proposed that ‘The Reform and Opening-up Policy should activate the development momentum and fully implement the stock issuance registration system’,marking that after the registration system reform of the Science and Technology Innovation Board,the Growth Enterprise Market and the Beijing Stock Exchange,the Main Board’s registration system reform is also on the string.The full implementation of the registration system reform in the A-share market is conducive to increasing the proportion of direct financing and improving the market-led resource allocation mechanism,thereby fully stimulating the vitality of the securities market.But at the same time,the risk of new shares falling on debut and IPO failure also began to emerge.Although there is a view that this is a return of market rationality,if the stock price fluctuates too much,the price change is discontinuous,or even falls below the issue price,it will inevitably increase the risk of stock investment,thereby affecting the standardization and stable development of the securities market.China’s securities market urgently needs a‘reassuring pill’,and the Strategic Investor Mechanism(or ‘Strategic Placement’)is one of the options.The Strategic Investor Mechanism has long existed in the history of China’s securities market,but due to the prevalence of ‘stagging’ and ‘speculation on new socks’ under the approval system,the probability of new shares falling on debut is particularly low.The application space of this mechanism in A-share market has always been very limited.Therefore,to a certain extent,the Strategic Investor Mechanism is still a new thing for the A-share market.Correspondingly,the Cornerstone Investment has been operating in extraterritorial developed capital markets for a long time,and has accumulated rich experience and lessons.To this end,this paper believes that it is necessary to benchmark and analyze the Strategic Investor Mechanism of A-share market with Cornerstone Investment,review the legal regulation defects of the Strategic Investor Mechanism,and put forward corresponding improvement suggestions based on the development stage and characteristics of China’s securities market.Apart from the introduction and conclusion,this thesis is divided into four chapters.The first chapter starts from the Cornerstone Investment of the extraterritorial market,demonstrates its theoretical basis,development history and operation logic,then falls back to the A-share Strategic Investor Mechanism,introduces the specific arrangement and design of the A-share Strategic Investor Mechanism in the IPO stage and the refinancing stage,and makes a specific analysis of the relevant laws and regulations on strategic investors in the IPO stage with the reform of the registration system as the watershed;Chapter 2 analyzes the legal regulation defects of the Strategic Investor Mechanism based on the practical data of A-share market,mainly including ‘Excessive lock-up period restrictions have hidden concerns,the transfer of benefits has not been properly resolved,and the information disclosure rules have not reached the core of the mechanism’;Chapter 3 focuses on examining and comparing the main rules and its actual application situation of the Cornerstone Investment in the European market and the Asian market.And conduct in-depth fixed-point research on the Hong Kong market,so as to form experience and draw relevant lessons;Finally,on the basis of the above discussion,learn from the experience of extraterritorial mature capital markets and combined with the characteristics of China’s capital market,and put forward scientific,reasonable and targeted improvement suggestions. |
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