Gem, Shell, Luo Sheng Door Backdoor New Deal 100 Days Without A Single Landing, K Line Singing "Good Landing" Card.

In February 28th, the growth enterprise market plummeted, and the market participants seemed to have a taste in the early market.

According to the twenty-first Century economic report reporter tracking, new rules and new rules for refinancing constitute the key driver of the current growth enterprise market.

Is driving force real?

Reporter survey shows that behind the favorable policies, there are few projects that can really land in the huge capital ecosystem.

In October 18, 2019, since the formal announcement of the new regulation, only 12 enterprises have disclosed major reorganization plans on GEM. The data in 2018 and 2019 were 45 and 40 respectively, and the promotion effect of the policy was not obvious.

The backdoor market which has been placed high hopes by the market is even more bleak. Four months later, the first list has not yet surfaced.

In twenty-first Century, the economic report reporters were exclusively awarded the latest report on the impact of the new regulations on mergers and acquisitions by the Federal Securities Acquisition and Acquisition Department (hereinafter referred to as the "new regulatory impact report"). The report pointed out that "in the few years before the backdoor of gem was strictly prohibited, many assets borrowed backdoor from the gem in the form of backdoor borrowing, which was highly controversial in the market. In 2016, the" most serious group of new rules "in the history was also severely regulated, and now the GEM board is happy to meet big loose ties, but the actual performance is quite different from expectations.

Speculation has stirred the market.

After the release of the "backdoor" signal in mid 2019, the growth enterprise market welcomed several rounds of general inflation, especially the small and medium enterprises with market capitalization below 2 billion, the concept of venture capital and the poor performance share.

Hunting the "death squads" around risk stocks, like 300431.SZ's monthly trading limit, will be late, but it will never be absent.

Good landing "unrequited love"

As early as June 20, 2019, the securities and Futures Commission publicly solicited opinions on the new version of the reorganization measures to allow specific strategic emerging targets to be restructured on the gem.

Subsequently, the gem low market value stocks welcomed carnival, up to 61 shell stocks daily trading.

300371.SZ, 300023.SZ, 300105.SZ and so on have been trading for several consecutive days.

Today, these typical shell and resource stocks will still be active occasionally.

However, the sharp contrast with the two tier market is that despite the fact that the policy has been liberalized, the backdoor of the gem has not yet come to the ground.

According to the twenty-first Century economic report statistics, the first plan of the gilt holdings takeover of the revised pharmaceutical industry was completed in just 13 days.

Reporters learned that the design of mountain tripod, which is ambiguous with Hua Tu education, is a more typical case, and is still not waiting for the next major shareholder.

When disclosing the takeover plan, Hua Tu education subsidiary Hua Tu investment has said that "from the perspective of enhancing the sustainability and profitability of listed companies and improving the quality of assets of listed companies, the information disclosure obligor will not exclude the possibility of making proper, reasonable and necessary adjustments to the main business of listed companies on the premise of meeting relevant laws and regulations".

In November 2019, Hua Tu investment formally took control of the mountain Ding design through the way of transfering shares and voting rights. In January 2020, the name of the mountain Ding was changed to "Hua Tu Shan Ding Tsukito design Inc".

But in February 27th, Shan Ding design Securities Department responded to reporters: "we are not backdoor, now is the change of control, if the future shareholders have the intention of injecting assets, we will announce in time."

Those who promise to gain control but wait and see are not uncommon in the A share market.

According to incomplete statistics of twenty-first Century economic report reporters, since the October 2019 policy landing, nearly 20 listed companies in gem have changed hands, but most of the major shareholders have no follow-up actions.

It is rare that the hengpa power, which has fulfilled the promise of injecting assets, has donated the new energy assets that have suffered serious losses and not long enough to be extended to Dazhi technology. However, the vehema automobile, which was originally expected to be injected into the listed company system by the market, is trying to get rid of the power of hengpa power.

According to public information, the main partner of Heng PA power is Lingpa new energy, the latter is founded by the founder shareholder of real car, and Shen Hui, chairman of Lingpa new energy, is the founder, chairman and CEO of Wei ma.

When the purchase intention is disclosed, the company will choose the right time to inject new energy power battery assets controlled by the actual controller into the listed companies according to the prescribed procedures.

During the period, the company emphasized that "and Lingpa new energy are two independent businesses, and do not participate in and affect the daily operation and decision-making of Lingpa new energy". "Acquiring Dazhi technology company is an independent company behavior of Lingpa new energy, and some of its executives participate in the investment of Lingpa new energy belonging to the company executives' personal behavior".

After taking the right to control technology, the power of the company did not let the market see "Hope".

In January 2020, Lingpa new energy donated two new energy vehicle parts and supporting production enterprises to DHI technology, but it was not established for a long time, and all of them were in a state of loss.

One Hunan Xin Min Ya was founded in March 2019, from January 2019 to November, the revenue was 0, the loss was 2 million 805 thousand and 100 yuan, the asset liability ratio was as high as 91.74%, another Sichuan Xin Min Ya was established in May 2018, 2018 and 2019 1-11 months sales revenue were 0 and 51 million 505 thousand and 100 yuan respectively, net profit was -2767.48 yuan and -533.58 million respectively, and the asset liability ratio was as high as 89.58%.

Why is it difficult to get backdoor?

"Lifting the restrictions does not mean that it will stimulate such transactions. There are not many cases of backpacking." In February 28th, Wang Jiyue, a well-known investment bank, pointed out.

Behind the contrast between the "expectation" of the two tier market and the "wait-and-see" of the commitment group, there are some logical changes behind the case scarcity.

According to the new rules of reorganization, "promote the restructuring and listing reform of the gem, and allow the related assets of high-tech industries and strategic emerging industries to meet the national strategy to be restructured on the gem."

"Assets that meet this standard can basically go up to science and create boards, or even small and medium sized boards and gem. The biggest advantage of backdoor borrowing is not queuing up, but now the market access is very smooth, and there is no need to line up. In February 27th, the head of China's senior investment banking department was interviewed.

Starting from July 22, 2019, as of February 28, 2020, the number of listed companies of the science and technology innovation board has reached 91. According to the statistics of the reporters, the average queuing time of the company from the pre disclosure to the formal listing is only 192 days, and the shortest Chinese queue number, from April 16, 2019 to July 22, 2019, is only 97 days.

"The core reason is that the quality resources are too few, and the strategic emerging industries can not afford many enterprises a year. They have been pulled to IPO by the investment bank, and there is no listing resources." The head of the investment banking department said with emotion.

In fact, even if we put aside the gem and look at the whole A share market, the backdoor situation is not optimistic.

The restructured new regulation impact report shows that the backdoor market has been in a downward trend since 2016. In 2019, the new disclosure of A share listed companies was only 10, and the success rate of backdoor also hit a new low of 5 years. The success rate was only 30% (the success rate was 63.64% in 2018).

In addition, the restructured new regulation impact report further inspected the core financial and operational indicators of the backdoor assets in 2015-2019 years, and found that the operating income exceeded 1 billion yuan, the net profit exceeded 500 million yuan, the total assets exceeded 5 billion yuan, and the number of backdoor assets corresponding to the net assets exceeding 2 billion yuan continued to decline since 2016. In the case of declining quality, backdoor assets also show a warning feature: the debt ratio is relatively high, for example, in 2019, 9 of the backdoor assets (of which the hero used two times to borrow the shell as the same asset) accounted for 7 of the debt ratio of more than 50%, accounting for 77.78%. In 2017 -2019, the assets and liabilities ratio of the borrower continued to remain high. The proportion of assets with a debt ratio exceeding 50% was much higher than that in 2015 and 2016.

For the backdoor market in 2020, there are investment bankers who are supposed to borrow policies, even if they are relaxed. In 2020, the backdoor market will remain weak.

According to the analysis of the Fed's securities, there are three main reasons: first, the high quality listed resources are drying up, and the leading companies in the traditional industries have basically been listed. The companies growing up in the new industries are not only very limited, but have long been "occupied" by IPO investment banks; second, the time advantages of backdoor approval are no longer; third, the return of dividends is over.

"In recent years, the quality of listed resources is drying up, and the factors such as the vigorous development of the science and technology innovation board and the gem registration system are important reasons for the decline of the quality of backdoor assets, and the downward trend in the future is still there." "The new regulatory impact report" points out.

Risk of frying shells

Logic has quietly changed, but the market has not completely recovered. Backdoor can not land, but the gem "small speculation", "shell" phenomenon has not stopped.

From October 18, 2019, the restructuring measures were released in February 28, 2020, and the shell index increased by 7.27% over the same period. The growth of the GEM board corresponding to the deregulation of backdoor was up to 20.63%, and the growth index of small plates rose by 13.72%, while the Shanghai Composite Index rose by -1.97%.

The "reorganization measures" issued the following day, storm group, Tianxiang environment, Tianlong photoelectric and other market capitalization of less than 1 billion yuan of "risk stocks" have been trading, since October 18, 2019, the storm group has 8 trading day stock price without signs of trading.

"There are two reasons for this phenomenon. The first is the signal transmission from the market. Many shareholders have not realized that the backdoor has not been successful (this phenomenon). The second reason is that the subject of backdoor reorganization has been deeply rooted, and that for many years, many people have made money, and the inertia is too great for more than 20 years." The senior investment bankers said.

Wang Jiyue also added that in addition to the scarcity of quality assets and the diversion of science and technology boards, "this gem has gone up a lot and is not conducive to (backdoor) transactions".

In fact, the phenomenon of "stir up" is a violation of the original intention of deregulation and reorganization.

"The original intention of the regulators to deregulate and restructure the listing is to accelerate the pace of the metabolism of the listed companies. However, from the current backdoor market, the original intention of the policy has not yet been realized, but it brings some disturbing negative effects, which is what the regulators do not want to see." "The new regulatory impact report" points out.

It believes that "if the two level market investors do not find the original intention of the regulatory policy formulation, they will not exclude the possibility that the regulatory authorities will tighten the standard of the backdoor listing."

A lucky data is that although the phenomenon of shell speculation still exists, compared with the tens of thousands of trading boards and dozens of times in the past few years, the current "earnings" have not been as good as before. Most of the low value and high risk stocks have declined since 2020.

Among the most typical risk stocks, behind the storm, the traders are mostly retail investors and hot money.

In October 2019, the company issued three billboards in -11, including Guotai Junan Shanghai Jiangsu Road Securities Business Department, Guotai Junan Shunde Daliang securities business department and many other business departments, which have appeared on many different trading days "buyers" and "sellers". Since 2020, the share price of the group has fallen by 20.82%.

"The market generally thinks that backdoor is also a merger and acquisition, but the backdoor is actually a variant of IPO. Although the quantity is limited, it has a great impact on the market speculation and is not conducive to the pricing mechanism of the capital market. The senior investment bankers said.

?