Strict Supervision Of Capital Market Reflects Standardization Of Market Operation.

"Strict supervision" constantly strengthens the operation of garment enterprises facing "new normal".

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The public is invited to solicit opinions on Amending the management measures of major assets reorganization of listed companies.

This is another modification after November 2014.

The revision aims to cool the "shell" and promote the rational restoration of the market valuation system, and continue to support the upgrading of the quality of listed companies through mergers and acquisitions, and guide more funds to invest in the real economy.

Supervision storm of clothing enterprises

Mergers and acquisitions new deal, to combat the market "shell"

In June 17th, a spokesman for the securities and Futures Commission, Deng Ge, said that the securities and Futures Commission had recently made public comments to the public on Amending the management measures for major asset restructuring of listed companies.

This is another modification after November 2014.

Deng Ge said that this revision is aimed at cooling the "shell" and promoting the rational restoration of the market valuation system, and continues to support it.

Improve the quality of listed companies and guide more funds to invest in the real economy.

This amendment involves 5 clauses, including three aspects: first, improving the standard of reorganization and listing.

Refine the criteria for determining the "control change" of listed companies, improve the criteria for purchasing asset scale, and define the time limit for the first cumulative principle.

The standard of determining the change of control is determined from the original three dimensions of the proportion of shareholding, voting rights and management control. The index for purchasing assets is expanded from the original purchase asset index to five indicators, including total assets, operating income, net profit, net assets and new issuance of new shares.

Two is to improve the supporting regulatory measures to curb speculation "shell".

Abolish the supporting financing for restructuring and listing, improve the strength requirements of the reorganizing party, curb short-term speculation and conceptual speculation. The shares of the original controlling shareholder and the new controlling shareholder of a listed company require locking for 36 months, and the locking period of other new shareholders is extended from the current 12 months to 24 months. The listed companies or their controlling shareholders and actual controllers are not allowed to sell the shell in the past three years or have been publicly condemned by the exchange within a year.

The three is to strengthen the responsibility of intermediary companies such as securities companies, accounting firms and asset appraisal agencies in the process of restructuring and listing, and increase accountability according to the "diligent and conscientious" statutory requirements.

The director of relevant departments of the SFC introduced that the background of the revision of the reorganization measures includes last year.

Experienced abnormal fluctuations, some companies that do not meet the standard conditions try to avoid the recognition standard of restructuring and listing, and some red chip enterprises are seeking to retreat overseas to return to A shares, causing shell speculation to heat up.

Deng Ge also said that after the reorganization measures were perfected, the profit margin of selling fake shells and garbage shells would be greatly reduced, which would help the listed companies improve their quality through normal mergers and acquisitions, and promote industry integration and industrial upgrading.

IPO strictly scrutiny, focusing on "disease reporting"

In June 17th, the SFC announced the first 5 months of 2016, when the issuer voluntarily withdrew the first application, and the 17 Listed Companies of the SFC terminated the review.

This is the first time that the SFC has specifically announced the termination of the review of the first companies.

The SFC said it will set up a long-term mechanism for terminating the review of enterprise information disclosure on the basis of the 17 centralized review companies that have been terminated since 2016.

The Commission's spokesman, Deng Ge, said that most of the 17 enterprises that had terminated the review were voluntarily applied for withdrawal because of the existence of specific matters affecting the issuance conditions. The 17 major companies that were terminated by the review were 5 aspects: the first part was unclear sources of shareholders' pferable funds; two, income profits were inconsistent with changes in the industry, and the reasons for disclosure were inadequate; three, profits fell sharply during the reporting period; four was incomplete disclosure of financial pactions; five was data errors.

Deng Ge stressed that the SFC will perform the regulatory responsibilities entrusted by the law in the process of issuing the audit. It will focus on whether there is a problem of "reporting sickness" in the trial enterprises, strictly abide by the conditions prescribed by the law, intensify the work of checking the nuclear issue, strictly examine and strictly guard the situation, and firmly reject the enterprises that do not meet the issuing conditions to stay outside the IPO gate.

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The new policy of mergers and acquisitions, the introduction of new IPO audit requirements, these new strict management measures, is the consistent embodiment of the strict supervision of capital market since this year, which implies at least three meanings.

First, regulators want to strengthen the basic system construction of the capital market. As a new market, the basic system of issuing, delisting and trading in China's stock market is "defective" and "loophole" and needs to be further improved.

Recently, the failure of A shares into MSCI can be regarded as an external third party example.

The two is that the A share investors are based on the "Chinese characteristics" of individual investors. The tendency of capital operation of stock market companies to follow the trend of speculation and chase the concept is obvious, which leads to the reversal of capital operation and the formation of bad money to drive out good money. In fact, this phenomenon is a real problem. The strict supervision system is to raise the cost of capital operation which is inefficient to the real economy, such as canceling the supporting financing of the reorganization and listing, improving the strength requirements of the reorganizing party, and letting the truly powerful enterprises enter the capital market through "good shell".

Another meaning is information disclosure.

Mature capital market must be a clear and clear market for information disclosure system. Behind this is governance. This is true for listed companies, as well as for regulators.

In short, we should improve the quality of capital market regulation and governance, and improve the governance level of listed companies.

Under this situation, strict supervision is related to the continuous refinement of the regulatory system and the continuous improvement of the regulatory framework. For listed companies, the capital operation process needs to make more detailed and clear information disclosure, so as to avoid the randomness and fuzziness of capital operation.

These conditions are part of the "new normal" of capital operation of clothing listed companies.

In fact, over the past few years, apparel listed companies have received more and more inquiries from regulators and asked for further explanations and explanations on the operation of mergers and acquisitions and financing.

For example, in June 21st, Masheng culture replied to the Shenzhen Stock Exchange's letter, which involved the company's pfer of 120 million yuan to the controlling shareholder Maison Holding Group Co., Ltd. in December last year, and a 70% stake in Shanghai pure film investment limited.

Maison's reply to the Shenzhen Stock Exchange shows that in September 30, 2015, as an assessment benchmark date, the value of all shareholders' equity in the age of innocence was 132 million yuan based on the asset based approach, and the net assets were 103 million yuan. The net assets share of Maison's 70% stake was 72 million 706 thousand and 200 yuan, while the 70% equity pfer to the controlling shareholder Maison holding price was 120 million yuan.

The paction price is based on the assumption that the profit commitments in the next two years will be fully fulfilled in the age of innocence.

Mason Culture said that assuming the age of innocence could achieve the performance of 70 million yuan in the next two years, its net assets at the end of 2017 would be about 173 million yuan, and the company's 70% share holders had a net asset share of 121 million yuan.

The age of innocence also assumes the corresponding performance commitments from 2014 to 2017.

According to the annual report of Maison culture, net profit in the 2014 and 2015 years of the pure age were 306 thousand and 500 yuan and -282.91 million yuan, not only far from the promised performance, but also deep in the loss.

The Shenzhen stock exchange sent a letter inquiring about the reasonableness of the paction consideration, which reflected the loss of the performance of the listed company's M & a target.

For example, in May 26th, Busen shares received the inquiry letter of the Shenzhen Stock Exchange's annual report, which required the company to explain the company's continued profitability, the contents of the partnership agreement and the closure of the stores.

The Shenzhen Stock Exchange paid special attention to the "bottom line" of controlling shareholders. In March 30, 2015, Busen group's original controlling shareholder Busen group and Rui Wei assets signed the "share pfer agreement". After the pfer was completed, Rui Fei assets became the controlling shareholder of the company, holding 29.86% of the company's shares.

The Shenzhen Stock Exchange invited Busen shares to disclose the main contents of the asset partnership agreement, including, but not limited to, the names of the participants, the proportion of investment, the mode of decision-making, the time limit for the agreement, the distribution of interests, and the specific sources of funds for the acquisition of the assets.

As a reorganization of "specialized households", the Shenzhen Stock Exchange paid special attention to the "life experience" of Busen's current controlling shareholders. Behind it, there was a sense of failure that Busen shares once again fell into the previous reorganization of the paction object Hong Wah agriculture "sick" led to the failure of restructuring.

In addition, the Kaiser stock of the pformation game industry was received in June 2nd by the Shenzhen Stock Exchange's annual inquiry letter.

Several problems were raised for company performance change and pformation.

Among them, the company's 2015 annual report revealed that the company's operating income increased by 16.81% over the same period, while net profit increased by 1132.71% over the same period. The Shenzhen Stock Exchange specifically requested the company to explain the reason and rationality of the change.

In view of the company's merger and acquisition of cool cow interaction and illusory technology in 2015, the Shenzhen Stock Exchange also conducted further inquiries, asking the company to elaborate on its business models and profit models.

In addition, the Shenzhen Stock Exchange issued a letter to Hinur on the 7 day of January to announce the plan to reorganize the Internet venture capital platform Xinghe interconnection. It asked whether the fund-raising source of the reorganization would constitute a backdoor listing, whether the restructuring of the assets side was a venture capital, or the valuation rationality, hoping that Hinur could give a perfect reply. Hinur and April 13th announced that they had replied, saying that the restructuring work was carried out normally.

But 10 days later, in April 23rd, he announced the termination of the restructuring and announced the failure of the reorganization.

In fact, under the influence of regulatory environment changes, many clothing listed companies have terminated or changed the capital operation plan.

Jiaxin silk announced in the evening of June 14th that the volatility of the capital market was relatively large. Considering the external environment and business needs and other factors, it decided to terminate the issue of non-public offering of A shares.

Haining Leather City announced in June 21st that, in view of the recent major changes in the domestic capital market, in order to ensure the smooth progress of the company's non-public offering of shares, the company intends to adjust the scheme of the non-public offering shares, and the company has submitted an application to the SFC to suspend the examination of the application documents for the issuance of the non-public offering shares.

And the companies that are doing capital operations, such as the group, Pathfinder, etc., have also adjusted their restructuring or financing programs.

Wah sang observation: "strict supervision" behind the capital market "dividends"

China's capital market is a new and constantly improving market. Whether it is the primary market, the two tier market, whether it is the main board, small and medium board, gem, or the new three boards to the four board market, the system construction is constantly improving and "trial and error", looking for the best governance and supervision scheme that is in line with China's national conditions. The experience and lessons learned during the period will not be paid much more.

It can be predicted that the improvement of capital market system is continuous and can not be achieved overnight. It will still face repeated and twists and turns.

But it is also certain that under the strict supervision of the "storm", the capital market development direction of capital market basic system construction will continuously improve, the quality of capital operation will continue to increase, the quality of information disclosure will further improve, and the level of market and corporate governance will further improve.

To achieve high quality pformation and upgrading, the Chinese economy must match a capital market with high quality and steadfast support for the pformation and upgrading of China's real economy. This is irreversible trend of the times, otherwise it is a problem for one of them.

Capital operation is facing "

Behind it, the "bonus" that apparel listed enterprises, as representatives of the high quality enterprises in the industry, can get, is also a good opportunity for many high-quality clothing enterprises to help themselves pform and upgrade through the capital market.