Rich Dad’s Financial IQ Cultivation: Stock Fundamentals

Chapter 14 Issuance and Listing of Stocks (4)
不同的政治、经济、文化等方面的因素对股票上市条件的要求也有所不同，例如：美国纽约的证券交易所关于证券上市的条件是，一家公司要使其股票在该交易所挂牌上市，必须满足以下几方面条件：（1）公司前一年在完全竞争条件下的税前收益在250万美元以上，前两年每年的税前收益不得低于200美元；（2）公司净有形资产不得低于1600万美元；（3）公众所持有的普通股的价值总计在1600万美元；（4）最少有100万股股票为公众持有；（5）有100股以上的股东至少有2000个；（6）经常并及时公布公司的一切财务报告。

东京股票交易所上市的标准是：（1）上市股本及资本额，东京附近的公司股份应在1000万股以上，资本额5亿日元以上；东京附近以外的公司股份应在2000万股以上，资本额10亿日元以上；（2）中小股东的人数应在2000人以上；（3）开设年限5年以上；（4）资本净值在15亿日元以上，每股在100日元以上；（5）最近3年税前纯利润为：每一年2亿日元以上，第二年3亿日元，第三年4亿日元以上；（6）分配股息，最近3年每年每股在5日元以上，上市后预期仍可维持这一水平。

(Section [-]) Listing Rules of my country's Stock Exchanges
[-]. Basic knowledge of the stock exchange
A stock exchange is a tangible place for centralized securities transactions established with the approval of the government's securities regulatory authority in accordance with relevant national laws.

([-]) Functions of the stock exchange

It can be seen from the practice of stock trading that the stock exchange helps to ensure the continuity of the stock market operation, realize the effective allocation of funds, form a reasonable price, reduce the risk of securities investment, and link the long-term and short-term interest rates of the market.However, stock exchanges can also have the following negative effects:
1. Disrupt financial prices.Since a large part of the transactions in the stock exchange are only resale and buy back, in the stock exchange, the turnover of securities trading is very large, but the actual delivery is not large.Moreover, since such transactions do not actually represent the buying and selling of real financial assets, their supply and demand patterns cannot reflect the actual situation to a large extent, and may disrupt financial prices to a certain extent.

2. Vulnerable to fake news.Stock exchanges are particularly sensitive to all kinds of news.Therefore, as long as someone deliberately spreads false news, or lies about the financial situation of the company, or spreads false political trends, etc.Both may cause the exchange price to fluctuate violently, some speculators will suffer heavy losses, while others may make big profits.

3. Engaging in improper transactions.Engaging in improper transactions mainly includes engaging in matching transactions, false selling transactions and partnership transactions.Matching trading means that traders entrust two brokers to buy and sell the same amount of securities according to their specified prices through various channels, so as to raise or lower the normal price of the securities.False selling refers to a trader who deliberately sells securities at a high price, and at the same time asks another broker to buy them, and agrees that all losses will still be borne by the seller, which may result in false prosperity of the securities.Partnership trading refers to the combination of two or more people to manipulate prices. Once the goal is achieved, the partners will be disbanded, including trading partnerships (partners may secretly buy the securities they are interested in in the open market to prevent the prices of these securities from rising. Or by spreading unfavorable news about the company to lower the price of the stock it wants to buy) and option partnership (investors buy securities at a favorable price, which is usually obtained by getting through the company's board of directors, and usually returns privately from a portion of the profits to the directors).

4. Insiders manipulate the stock market.Since the management power of each company is in the hands of major shareholders, these people may manipulate the company's stock price by disseminating the company's profits, bonuses, expansion plans, acquisitions, mergers, etc.; The company secretly buys before announcing news that is beneficial to the company's stock price rise, and sells it at a high price when the announcement is made;

5. Stockbrokers and exchange staff cheated.Stockbrokers may cheat when trading on the stock exchange (i.e. buying and selling on behalf of clients, or deliberately nervously persuading clients to buy or sell quickly so that they can get the most out of each trade). commission), misappropriating transaction commissions, falsely reporting market prices, conducting unauthorized transactions to profit from client funds, or falsely reporting client breaches to earn transaction compensation.The cheating methods of the staff of the exchange may include: conducting stock trading illegally by themselves in the dark, at the same time colluding with stock brokers to cheat or secretly engaging in stock trading with stock brokers.

([-]) Characteristics of stock exchanges

Typically, stock exchange organizations have the following characteristics:
1. A stock exchange is a non-profit legal person composed of several members.The members that constitute the stock transaction are all securities companies, including formal members and informal members.

2. The establishment of a stock exchange is subject to State approval.

3. The decision-making body of the stock exchange is the general meeting (shareholders' meeting) and the council (board of directors).Among them, the General Assembly is the highest authority, which determines the basic policies of the stock exchange; the Council is an agreement body composed of the chairman and several directors, formulating specific methods necessary for the implementation of the basic policies decided by the General Assembly, and formulating various regulations. system.

4. The executive body of the stock exchange has a chairman and permanent directors.Chairman Prime Minister Business.

([-]) Types of stock exchanges

There are two types of stock exchanges: company system and membership system.These two stock exchanges can be funded and operated by the government or public groups (called public stock exchanges), or privately funded and operated (called private stock exchanges), or jointly owned by the government and private companies. Funded and operated (known as a public-private partnership stock exchange).

1. Corporate stock exchange
The corporate stock exchange is a stock exchange that provides trading venues and service personnel for the purpose of making profits, so as to facilitate the trading and delivery of securities firms.It can be seen from the practice of stock trading that this kind of stock exchange needs to charge the listing fee of the issuing company and the commission for securities transactions, and its main income comes from a certain percentage of the trading volume.Moreover, the personnel who operate this kind of exchange cannot participate in securities trading, so that the fairness of transactions can be guaranteed to a certain extent.

In a corporate stock exchange, the general manager is accountable to the board of directors and is responsible for the day-to-day affairs of the stock exchange.The duties of directors are: to approve important articles of association and business and financial policies; to draw up budgets and final accounts and profit distribution plans; to approve investment; to approve the list of securities firms participating in stock trading; ;Deliberate on the registration, change, cancellation, closure of listed stocks and collection of listing fees; review proposals and reports submitted to the general meeting of shareholders; decide on the selection and dismissal of managers and members of the evaluation committee, and review other items.The duties of the supervisors include reviewing the annual final accounts report, supervising business, checking all accounts, etc.

2. Membership stock exchange
A membership-based stock exchange is not for profit, and its members are autonomous, self-disciplined, and bound by each other. Members who participate in the operation can participate in the stock trading and delivery of stock exchanges.This exchange has lower commissions and listing fees, allowing some degree of over-the-counter trading of listed stocks.However, since the members who operate the exchange are themselves participants in the stock transaction, it is inevitable that the unfairness of the transaction will occur in the stock transaction.At the same time, since the buyers and sellers participating in the transaction are limited to members of the stock exchange, the joining of new members generally requires the unanimous consent of the original members, which forms a de facto monopoly, which is not conducive to providing service quality and lowering charging standards.

In a member-based stock exchange, the duties of the board of directors mainly include: deciding on policies, and the general manager is responsible for preparing the budget, and submitting it to the general meeting for approval; maintaining member discipline, imposing fines on members who violate the rules, suspending business and removing them; Approving the entry of new members; approving the listing of new stocks; deciding how to allocate listed stocks to counters in the trading hall; and so on.

([-]) Members of the stock exchange

Whether it is a company-based exchange or a membership-based exchange, its participants are securities brokers and dealers.

1. Membership
Members include stockbrokers, securities dealers and professional members.

A stockbroker mainly refers to a commission broker, that is, a broker who specializes in buying and selling stocks for clients and charges commissions.The exchange stipulates that only members can enter the lobby for stock trading.Therefore, if non-member investors want to buy and sell stocks on the exchange, they must go through a broker.

Stock dealers refer to securities companies that buy and sell stocks not for customers, but for themselves. According to their business scope, they can be divided into direct dealers and odd dealers.A direct operator refers to a member who is registered on the exchange and can directly buy and sell stocks on the exchange. Such members do not need to pay commissions, and their profits come from short-term stock price changes.Zero-number traders refer to traders who specialize in zero-number transactions (zero-number transactions refer to transactions that are less than the number of shares contained in one unit). Such traders cannot charge commissions, and their income mainly comes from The price of the transaction is the difference earned by buyers who buy securities from securities firm customers and sell them to buyers of odd stocks at a higher price than the entire transaction.

A professional member refers to an exchange member who specializes in buying and selling one or more stocks in the exchange hall, and its duty is to maintain a free and continuous market for the relevant stocks.Other brokers who are trading partners of professional members cannot directly buy and sell securities with the public according to regulations.In the practice of stock trading, a professional member can participate in the stock trading business as a broker or as a self-employed trader, but he cannot participate in stock trading in two positions at the same time.

2. Trader

After traders enter the exchange, they are divided into special brokers and floor brokers.

Special brokers are the central figure in the hall of the exchange, and each special broker has several roles, mainly including: acting as the agent of other stock brokers; directly participating in the transaction to smooth the price gap between the buyer and the seller and facilitate the transaction; Acting as an auctioneer in bulk stock transactions, responsible for evaluating the bids and offers of other brokers to determine a fair price; responsible for transactions in the region and promoting their transactions; providing various information to other brokers.

Floor brokers mainly include commission brokers and independent brokers.Commission brokers are mentioned above, and will not be introduced further.Independent brokers mainly refer to some independent individual entrepreneurs.A firm that does not have its own broker can become a client of an independent broker and pay a commission for each transaction made.In practice, independent brokers do their best to buy and sell stocks at the firm's behest in order to gain a good reputation and a good pay.

3. Relationship between Client and Broker

In stock investment trading activities, clients and brokers are interdependent, which is mainly manifested in the following four aspects:
(1) It is the relationship between the authorizer and the agent.The client acts as the authorizer, the broker acts as the agent, and the broker must act in the interest of the client.Brokers earn commissions.

(2) It is the relationship between the debtor and the creditor.This is the expression of the relationship between the client and the broker in a margin credit transaction.When customers buy stocks under the margin trading method, they only pay a certain amount of margin, and borrow money from the broker for the shortfall.Regardless of whether the loan is lent by a broker or advanced by a commercial bank, at this time the broker is the creditor and the client is the debtor.

(3) It is a mortgage relationship.When the customer needs money, he must hold the stock to the broker as a mortgage loan. The customer is the mortgagor and the broker is the mortgagee. When the stock is sold later, the broker can deduct the loan amount from the fund.In the case that the broker itself is unable to make a loan, the customer's stock can be re-mortgaged to the commercial bank.

(4) It is a trust relationship.Clients deposit money and securities with a broker, who acts as a quasi-trustee for the client.Brokers may not use client property for their own benefit in a fiduciary relationship.If a client wants to engage in stock trading, he must first open an account with a stockbroker company in order to obtain all the necessary information, and then entrust; and the broker must not disobey or change the client's entrustment.

([-]) Management of the stock exchange

In my country, the stock exchange is managed by the people's government of the city where it is located and supervised by the China Securities Regulatory Commission.The management of the stock exchange mainly includes the following contents:
1. Establishment and dissolution of the stock exchange
The establishment of a stock exchange shall be reviewed by the Securities Management Commission of the State Council and reported to the State Council for approval.In practice, to apply for the establishment of a stock exchange, the following documents should be submitted to the Securities Administration Commission of the State Council: application form; draft articles of association and main business rules; list of proposed committee members; list of candidates for the board of directors and their resumes; Statement of circumstances of the proposed managerial appointment; etc.Among them, the articles of association of the stock exchange mainly include: the purpose of establishment; the name; the location of the main office and trading places and facilities, the scope of functions; membership qualifications and procedures for joining and withdrawing; the rights and obligations of members; and their functions and powers; the generation, appointment and dismissal of senior management and their responsibilities; capital and financial matters; conditions and procedures for dissolution; and so on.

If there is a reason for dissolution stipulated in the Articles of Association of the stock exchange, if the member decides to dissolve it, it shall report to the State Council for approval of the dissolution after examination and approval by the Management Committee of the State Council.If the stock exchange has serious violations, the Management Committee of the State Council will make a decision to dissolve it and report to the State Council for approval.

2. Responsibilities of the stock exchange

The stock exchange should create an open and fair market environment and provide convenient conditions to ensure the normal operation of stock transactions.The responsibilities of the stock exchange mainly include: providing places and facilities for stock trading; formulating the business rules of the stock exchange; reviewing and approving stock listing applications; organizing and supervising stock trading activities; providing and managing stock exchange market information, wait.

3. Business rules of the stock exchange

The business rules of the stock exchange include listing rules, trading rules and other rules related to stock trading activities.Specifically, the following items should be included: conditions for stock listing, application procedures, and the content and format of the listing agreement; content and format of the listing announcement; types and time limits for trading stocks; Settlement; deposit of trading margin; suspension, resumption and cancellation of trading of listed stocks; suspension and closure of stock exchanges; collection of listing fees and transaction fees; provision and management of stock market information of the stock exchange; Processing of exchange business rule actions; etc.

4. Organization of the stock exchange

The stock exchange has a committee meeting, a board of directors and special committees.

The general meeting is the highest authority of the stock exchange and is held at least once a year.The functions and powers of the general meeting mainly include: formulating the articles of association of the stock exchange; electing and dismissing directors; deliberating and passing the work reports of the council and the general manager; deliberating and passing the financial budget and final account report of the stock exchange; deciding other major issues of the stock exchange .

The board of directors is responsible to the general assembly and is the decision-making body of the stock exchange, with a term of three years.The duties of the board of directors mainly include: implementing the resolutions of the general meeting; formulating and revising the business rules of the stock exchange; appointing the general manager and appointing the deputy general manager according to the nomination of the general manager; examining and approving the work plan, financial budget and final account plan proposed by the general manager ; Examining the admission and punishment of members; deciding on the establishment of special committees according to needs; and so on.A stock exchange shall have one general manager and one to three deputy general managers; the terms of office of the general manager and deputy general managers shall be three years.The general manager is responsible for the daily management of the stock exchange under the leadership of the council and is the legal representative of the stock exchange.When the general manager is unable to perform his duties for any reason, the deputy general manager shall perform his duties on his behalf.

专门委员会主要有上市委员会和监察委员会。上市委员会由13名委员组成（律师、注册会计师、证券交易所所在地会员和外地会员代表各2人；中国证券监督管理委员会和证券交易所所在地人民政府授权的机构各位派1人；证券交易所理事长、总经理；证券交易所其他理事1人，其职责主要有审批股票的上市及拟定上市规定和提出修改上市规则的建议。监察委员会由9名委员组成（证券交易所所在地会员2人，外地会员4人、律师注册会计师各1名；理事1名），每届任期3年，其主要职责有：监察理事、总经理等高级管理人员执行会员大会、理事会决议的情况；监察理事、总经理及其他工作人员遵守法律、法规和证券交易所章程、业务规则的情况；监察证券交易所的财务情况；等等。

([-]) Supervision of stock trading

The supervision of stock exchanges on stock trading activities mainly includes the following contents:

(End of this chapter)