Refinancing Battle For "Bewildered Behavior": 11 Companies Invited Their Own People To Fight For The Battle Of Ying Bao, "Employee Stock Ownership Plan Lock For 18 Months".

After the new regulation of refinancing, the enthusiasm of the company has increased significantly.

According to the statistics of wind, new regulations for refinancing from the evening of February 14th were officially launched. Over 125 days, more than 207 billion 700 million listed companies announced a refinancing plan. After excluding two public offering cases, the remaining listed companies will increase their goals, including project financing, asset injection, supplementary liquidity, matching financing, group companies' overall listing, financing and acquisition of other assets.

Among them, the largest number of project financing and supplementary liquidity enterprises were 76, 38, and two accounted for more than 90%.

In twenty-first Century, the economic news reporter noted that after excluding the financing items of the acquisition of assets, the total number of listed companies used for project financing, supplementary flow and matching financing was 118, of which 57 were issued by competitive bidding, and the other 61 adopted the way of issuing price. They all disclosed the target of increasing the fixed amount in detail, and many enterprises opened the way of introducing strategic investors.

Under the new regulation of refinancing, strategic investors can not only enjoy the influence of twenty percent off lock price, 18 month lock up period, no reduction of new rules, etc., but also have the freedom to choose the base price date, that is, the date of resolution announcement of the board of directors, the date of announcement of the general meeting of shareholders, or the first day of issue period as the base date for pricing.

However, combing reporters found that in the current refinancing plan, many enterprises have vague definitions of strategic investors. Some enterprises did not specify whether the issue objects met the requirements of "strategic investors" in the fixed increase plan. However, the rules of issuing pricing and locking period all refer to the introduction of strategic investors; some of the listed companies are related parties and Dong Jiangao. Employees and ESOP have entered the market as strategic investors, triggering market disputes.

11 companies are looking for "their own" battle.

In twenty-first Century, the economic report reporters found that in the 61 listed companies with price fixing, the pricing basis was the day of the resolution of the board of directors, the discount rate of 58 was 20 percent off, and the discount rate of 2 was 10 percent off. The targets include institutional investors, domestic natural persons, major shareholders and related parties, company employees and so on.

Within this scope, the total number of listed companies that are subscribed by the majority shareholders and major shareholders are 14, with institutional investors participating in up to 35 subscriptions. Institutional investors' participation in the increase is basically a strategic investor status. The total number of listed companies participating in the subscription of natural persons is 30. According to incomplete statistics from journalists, there are at least 11 listed companies in the natural group of China, including listed companies, directors and supervisors or employees.

However, it is rather surprising that in most of the 30 companies that introduce natural persons as the target of increasing issuance, the majority of them adopt strategic investors' subscription, but some of them do not disclose whether the target investors meet the requirements of strategic investors.

"Regulatory authorities will require companies to make supplementary disclosures, and we must discuss strategic relations, that is, why these subscriptions will be taken as strategic investors and need to be explained." In March 10th, Wang Jiyue, a former senior sponsor representative, pointed out that

More typical is polychan optoelectronics. The company announced a fixed increase plan in February 17th. The total amount of raised funds raised by the non-public offering is not more than 603 million yuan. The company has identified 9 objects, including 7 domestic natural persons and two legal persons.

The notice shows that the lock up period of the subscribed shares is 18 months, and the base price date is the date of announcement of the twenty-sixth meeting of the second board of directors of the company. However, it is rather puzzling that in the bulletin of polychan, there is no explanation for the introduction of 9 target investors as strategic investors.

In March 10th, in twenty-first Century, the economic report reporter called the poly photoelectric Ministry of securities as an investor. The connection officer said, "the plan is based on the new regulation of the SFC, which I understand is that the investors are all strategic investors. This group of investors mainly replaces liquidity."

In fact, the statement of Ju can photoelectric staff represents the voice of some A share listed companies. Because the CSRC does not give a more detailed definition to strategic investors, many listed companies are vague about the strategic investors introduced by the company.

In the evening of March 9th, it was announced that people from the Eastern Pearl ecological securities department, including real controller, Dong Jiangao, core executives and former executives as strategic investors, would like to point out: "(corporate refinancing scheme) now strategic investors are determined according to the rules, allowing the company's real controller and core personnel to be strategic investors, and a strategic investor is the former secretaries of the company. They all conform to the limits. Even after "patch up", the company may not have much impact, so we are quite the first ones to make refinancing schemes based on requirements.

It is worth mentioning that there is still some controversy about whether the company's directors and supervisors are strategic investors.

Insiders believe that strategic investors should have the advantages of capital and technology, which can not only accompany the company's long-term growth, but also bring certain resources, and employees do not meet this standard.

But in the actual cases, there are many listed companies such as Snowman shares, Chifeng gold, Ke Shun shares, Fuzhou electronics, Beijing lier and so on.

Among them, Chen Cunzhong, a member of the Securities Department of the snowman, pointed out to reporters that at present, the employee, who is to be introduced as a strategic investor, has been the third largest shareholder before the company's listing. He has participated in the company's fixed increase. "Chen Cunzhong is mainly a shareholder of the company."

Beijing lier securities department pointed out: "at present, the definition of strategic investors has not come out. We believe that the introduction of employees is a strategic investor, the current refinancing scheme is in normal progress, and (if there are rules change in the future), we should take the formal (notification) as the criterion."

"The regulatory authorities have no definite conditions. The issuer must have a reasonable explanation for themselves, and how investors constitute strategic investors. I think this is a problem of information disclosure, with reasonable explanations, which can be recognized by a large number of small and medium-sized investors and regulatory authorities. It is very difficult to have a specific standard." Wang Jiyue said.

Ying Po receives attention letter

Combing reporters found that many of the plans to introduce institutional investors to fight for investment have emphasized the complementarity of investors' strategy with the company, such as the introduction of high leverage capital by Kai Lai Ying, and the introduction of executives or core staff to do battle, emphasizing the company's ownership structure and the stability of corporate governance.

Not long ago, a listed company triggered a regulatory concern because of the introduction of ESOP, that is, the introduction of employee stock ownership plan into the plan for the strategic increase.

In the plan for the increase of the British pound, its planned issuance does not exceed 6 million shares and does not exceed 159 million 720 thousand yuan, including the first phase of the employee stock ownership plan. The number of subscribed shares is no less than 2 million shares and does not exceed 4 million shares. The lock up period is 18 months, and the price fixing base date is the resolution announcement date of the non-public offering board. The issuing price is 26.62 yuan / share, which is 80% of the average trading price of the company's stock transaction on the twenty trading days before the price fixing benchmark.

This issuance standard corresponds to the introduction of strategic investors in the new regulation of refinancing, but the body of the announcement does not mention the introduction of staff as a strategic investor.

In the evening of March 9th, Ying Bao received the letter of concern from the Shenzhen Stock Exchange. The letter of concern asked Ying Bao to verify that the company's first phase of the employee stock ownership plan to subscribe for non-public offering was restricted for 18 months, and whether it was in line with the guiding opinions on the implementation of the employee stock ownership plan of the listed company. Sixth, the term of holding the stock ownership plan in the form of non-public offering is not low. In 36 months ".

"At present, the company is starting to reply to the letter of concern from the Shenzhen Stock Exchange. In the future, it is necessary to communicate again with regard to the arrangement of the lockup period. The company has been pushing ahead with the refinancing scheme. In March 10th, people from the Department of securities of Ying Po pointed out that

However, Ying Po is only a case of A share market. In twenty-first Century, the economic news reporter noted that since February 14th, most of the listed companies that have incorporated employee stock ownership plans into non-public offering targets have been more cautious. For example, the lock up period of employee stock holding plans in all listed companies such as hang bang, snowman, Ying Kang, Lei Zhi group and other listed companies is 36 months.

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