A few days ago, the Shanghai and Shenzhen stock exchanges respectively solicited opinions from the whole market on the business guidelines for public offering of infrastructure securities investment funds (REITs) of Shanghai Stock Exchange No. 3 - newly purchased infrastructure projects (for Trial Implementation) and the business guidelines for public offering of infrastructure securities investment funds No. 3 - newly purchased infrastructure projects (for Trial Implementation) (Draft for comments) (hereinafter referred to as the guidelines). Insiders said that the raising mechanism is an important feature of REITs products. The launch of infrastructure REITs raising mechanism plays an important role in meeting the steady investment needs of investors, improving market scale and market liquidity, and will support the further expansion and strengthening of REITs with good operation. Raising rules will be released soon REITs raising refers to the act of raising again after REITs initiates the raising and uses the funds for newly purchased assets. "Due to the compulsory dividend system adopted by REITs, this requirement greatly reduces the disposable free cash flow of REITs, and the newly purchased assets of REITs mainly rely on external financing, in which raising is one of the important financing methods. Therefore, although the main topic of the guidelines published by Shanghai and Shenzhen stock exchange is newly purchased infrastructure projects, due to the correlation between newly purchased projects and raising, it is also referred to as REITs raising rules." Zhang Zheng, a professor at Guanghua School of management at Peking University, said. It is reported that the guidelines released by the Shanghai and Shenzhen Stock Exchange are the basic rules for the exchange to regulate and guide the newly purchased infrastructure projects and related raising, information disclosure and other matters during the existence of infrastructure funds, and stipulate the important nodes in the whole business process of newly purchased projects, the sale of raised shares and other key matters. The guidelines mainly clarify the conditions for newly purchased infrastructure projects, the procedural arrangements for the purchase of infrastructure projects, the management of information disclosure and the requirements for suspension and resumption of trading, as well as the sale and pricing arrangements of raised assets. It is noteworthy that in terms of raising and selling, infrastructure funds can be sold not only to non-specific objects, but also to specific objects (hereinafter referred to as directional raising). Among them, offering to unspecified objects includes placing shares to the original infrastructure fund holders (hereinafter referred to as placing to the original holders) and raising shares to unspecified objects (hereinafter referred to as public raising). Specifically, the guidelines stipulates that if the infrastructure fund implements directional raising, the offering objects shall meet the conditions specified in the resolution of the general meeting of fund unitholders, and there shall be no more than 35 offering objects each time. The offering price of targeted raising shall not be lower than 90% of the average transaction price of infrastructure funds 20 trading days before the pricing benchmark date. For the placement to the original holders, the guidelines stipulate that the fund units to be placed shall not exceed 50% of the total fund units before this placement; The fund manager shall disclose the commitment documents of the largest infrastructure fund holder holding no less than 20% of the shares, the original equity holder of the newly purchased infrastructure project or its related parties under the same control to subscribe for the number of fund shares in the prospectus submitting the application for change of registration. For the implementation of public offering, the guidelines stipulates that the offering price of public offering can be reasonably determined by the fund manager and financial consultant (if any) according to the secondary market transaction price of infrastructure fund and the market value of newly purchased infrastructure projects, but the offering price shall not be lower than the average secondary market price of infrastructure fund 20 trading days or 1 trading day before the announcement of prospectus in the offering stage. Referring to the refinancing experience of listed companies, Huaxia Fund believes that the difficulty of raising infrastructure REITs compared with the initial offering is mainly in pricing. The pricing of the raising of infrastructure REITs needs to weigh the interests of the original holder of infrastructure REITs, the interests of new investors and the interests of the original equity holders, and also needs to consider factors such as the secondary market price of infrastructure REITs. Reasonable pricing is difficult for fund managers. Promote a virtuous circle of investment and financing On April 12, Huaxia Fund announced that the first public offering REITs of this year, Huaxia China Communications Construction REIT, had raised 152.4 billion yuan before the proportional placement, and the proportion of public offering was 0.84%, setting a new low in the history of public fund placement. On the one hand, it shows that the market is full of confidence in publicly raised REITs products. On the other hand, it also reflects that such products are small in overall scale and relatively scarce in product supply. Yuan Hao, chief analyst of Shenwan Hongyuan real estate industry, said that the raising mechanism is an important feature of REITs products and an indispensable part of market construction. At present, the public offering REITs products are scarce and in short supply. At the same time, the current market is facing the situation of loose liquidity and shortage of assets. The raising of REITs is conducive to meeting the steady investment needs of investors. Huaxia Fund believes that the introduction of the raising mechanism marks the further improvement of China's REITs market supporting system. Referring to overseas experience, raising plays an important role in promoting the healthy growth of REITs market and the scale growth of REITs. Take the United States as an example. In recent years, the annual raising scale of REITs in the United States has reached US $30 billion to US $50 billion, accounting for about 2% to 4% of the total market value of that year. Raising is the main way to increase the scale of REITs. As a pilot institution of public offering REITs, Huaxia Fund said that it has established an independent infrastructure REITs sale system, which is specially used for the inquiry and sale of infrastructure REITs. It will actively communicate with the original equity holders and regulators on the raising of public offering REITs, and hopes to have the opportunity to participate in the first batch of raising in the future. Guotai Junan asset management REITs team said that for REITs itself, the raising mechanism helps REITs optimize its investment portfolio and diversify the risk of investing in a single infrastructure project; The re provides a relatively active pricing mechanism for the bulk trading market and provides a "secondary anchor" for its. At the same time, the block trading market has brought high-quality assets to the capital market; For the promoters of infrastructure REITs, the raising mechanism makes REITs break through the scope of narrow financing tools, truly become a listing platform for sustainable injection of high-quality assets, and promote the promoters to revitalize their assets through REITs. Shanghai Stock Exchange pointed out that the raising mechanism is an important feature of REITs products and an indispensable link in market construction. The launch of REITs raising mechanism is conducive to the listed high-quality operators to acquire assets by issuing additional shares based on the market mechanism, optimize the investment portfolio, promote M & A activities, and truly realize the long-term strategic value and sustainable development ability of REITs as an "asset listing platform". Shenzhen Stock Exchange also believes that the formulation of the guidelines has further improved the supporting rules of infrastructure REITs, which is conducive to the listed infrastructure REITs to acquire assets by issuing additional shares based on the market-oriented mechanism, optimize the asset portfolio and improve the operation quality of infrastructure REITs. The supporting mechanism still needs to be improved At present, there are 12 public offering REITs products listed in the whole market, with a cumulative raising scale of about 45.8 billion yuan. The market operates smoothly, and the liquidity and price discovery mechanism are generally good. However, compared with the mature REITs market abroad, there are still many problems to be explored in China's public offering REITs market. There is a long way to go for the long-term healthy development of the market, and we still need to maintain the courage of reform and innovation and take the initiative. Lu Dabiao, deputy general manager of Shanghai Stock Exchange, said at the "2022 Tsinghua Wudaokou global financial forum" that in the future, the supporting mechanism of REITs will be continuously improved under the guidance of system construction. At the same time, we will continue to improve the governance mechanism, optimize information disclosure and improve the operation efficiency of REITs. In addition, relevant parties will be promoted to carry out special legislation on REITs in due course. Xiao Gang, member of the National Committee of the Chinese people's Political Consultative Conference, suggested that local governments and enterprises should be encouraged to come up with more high-quality assets to participate in the pilot, expand the scale of REITs, further find out the bottom number of projects, and establish a classified project database to do everything they need. We should further strengthen the coordination between departments and local governments, improve the transaction efficiency of state-owned assets, implement the project application conditions, reduce the project application cycle, speed up the project review progress, carry out classified counseling services, do a good job in demonstration and guidance, and form a virtuous cycle of large-scale stock assets revitalization and new investment. "At the same time, we should further promote the formation of a market-oriented evaluation and pricing system. For a long time, China's infrastructure construction mainly depends on debt financing. After the launch of public REITs, it is objectively necessary to find an" anchor "for equity pricing. Generally speaking, the main factors affecting the evaluation and pricing of infrastructure projects include the nature of assets and operating capacity. The evaluation and pricing methods include income method, net asset value method and other measurement methods, which need to be improved After repeated games, the original equity holders and investors have gradually formed a market-oriented evaluation and pricing mechanism in line with China's reality, so that the original equity holders are willing to issue and investors are willing to invest. " Xiao Gang added. In addition, infrastructure REITs is still a new thing. How to make investors better understand public REITs products is also of great significance for the stable and healthy development of China's REITs market. "Ordinary public funds mainly invest in stocks and bonds in the secondary market, and take dividends, interest and capital gains brought by investment portfolio as the main source of income, while public REITs mainly come from the operating income and asset appreciation of underlying assets, which are closed-end funds and cannot be purchased and redeemed at any time." Xiao Gang therefore suggested that we should further expand publicity, earnestly strengthen investor education, implement investor suitability management, cultivate the concept of rational investment, long-term investment and value investment, and promote the steady and healthy development of REITs market. (Xinhua News Agency)