Who Is The Strategic Investor Of A Share? More Than 40% Of The Stock Items Or Affected By The "No Bottom" Participants Collective Confusion.

A debate on "defining" refinancing strategic investors has made countless institutional investors five flavours.

28 days ago, the new financing of the refinancing was officially launched. The A share market is still another scene. The three big indexes are on the high side.

But half a month later, a piece of news about the new regulation of refinancing has caused confusion.

"Do you want to invest in your own stock, whether it is arbitrage or innovation", "financial investors who simply provide financial resources can do battle", "how to define strategic investors", "whether or not the" Employee Stock Ownership Plan "war throws violates the" guidance on the implementation of the employee stock ownership plan for listed companies "?

"We can only say that our current refinancing plan is in line with the regulations, and if there is any change in the future rules, we must take the formal notice as the criterion." Insiders of a listed company that has just released a refinancing plan in Beijing responded.

Despite this response, the policy trend is uncertain, which obviously brings great uncertainty to the capital operation of the enterprise.

Confused, not only enterprises. All participants were trapped.

We have learned from the newspaper that at present, some agencies including securities firms, funds and private equity companies have submitted relevant opinions on the definition of refinancing objects to regulators. Regulatory policy has been rumored that it officially landed in March 13th, but as of this newspaper deadline, there is no policy release.

Stock item pressure measurement

According to the twenty-first Century economic report reporter statistics, as of the end of March 12th, 286 listed companies have disclosed or revised the refinancing plan.

Among them, the lock price issue mode is the most popular for all investors in advance and for strategic investors.

According to the new regulation of refinancing, strategic investors can enjoy the twenty percent off lock price, and can choose the resolution day of the board of directors as the price fixing base date and the 18 month lockup period, and are not subject to the reduction of the new rules.

As of March 12th, according to the flush data, it was found that in the refinancing plan for new disclosures after February 14th, a total of 51 companies were listed in the 18 month lock up period (including some investors' lock up period of 36 months). The total amount of fund-raising was 56 billion 379 million yuan.

However, in the wake of increasing growth, the identity of some strategic investors has been controversial.

In twenty-first Century, the economic news reporter noted that at present, it was identified as the "strategic investor" issue in the fixed increase scheme, which includes insurance companies, securities companies, public offering / private equity funds, ESOP, and senior supervisors. As for whether these "roles" can be identified as war throws, there are many different voices in the market.

"The definition of strategic investors in the minds of regulators: first, you must have a strategic cooperation agreement; second, you have to participate in the management of the company. Otherwise, you only earn the difference between buying and selling stocks, that is, financial investors. A fund manager of a fund company in Beijing said.

This policy brings many traditional financial investors in the A share market to the industry, causing controversy in the industry. However, this controversy has not been amplified more widely.

Insiders explained that in the market game, financial investors and strategic investors are in fact a coincidence and integration relationship to some extent, rather than antagonistic relations, and conducive to the establishment of a healthy market mechanism.

Wang Jiyue, a former senior sponsor representative, said that the scope of war investment can be relatively wide. It can not be said that investors can not be regarded as strategic investment only if they are rich. Long-term investment plans can be regarded as strategic investments.

According to the opinions of the industry, strategic investors are limited to support in R & D, core technology, management and operation, upstream and downstream industries, procurement and sales, etc., and a large number of investors will be excluded.

According to the flush data, the 51 listed companies that have identified a lockup period of 18 months are involved in 338 issuing objects. If the ESOP and the approximate rate are excluded from the public investors, venture capital, securities firms and investment consulting companies, 79 of the listed companies will not meet the requirements, involving 11 billion 519 million funds, accounting for 20% of the total financing scale.

Specifically, the company included 4 employees' shareholding plans (involving 325 million yuan), 11 public offering funds (involving 1 billion 718 million yuan), 18 private equity investment funds (involving 2 billion 141 million yuan), 11 securities companies and insurance assets (involving 2 billion 450 million yuan), and 35 investment advisory companies (involving 4 billion 885 million yuan).

On the other hand, it is more difficult to distinguish the larger natural group.

In the information disclosed by listed companies, the vast majority of natural person investors' experience and industrial resources are not related to the business of listed companies. At present, 80 natural persons have participated in the above-mentioned strategic increase projects, involving a total amount of up to 6 billion 63 million yuan.

In the case of private equity funds, from the existing cases, only 1 billion 653 million of the private equity investment funds with strategic participation in the private equity investment fund are 19 yuan, and the amount involved is about $1 billion 653 million.

In addition, the total number of entities involved in the subscription is 15, involving 5 billion 116 million yuan, but the current subscription target, in addition to Chifeng gold, business wins the world and other enterprises imported entities and listed companies may belong to the upstream and downstream businesses, most of the entities and listed companies do not have obvious industrial synergy.

And this part of the natural person, private equity fund, entity business involved in the subscription amount up to 12 billion 832 million yuan (Zhan Zong financing amount of 22.76%), plus mentioned earlier may be identified as financial investors, venture capital, brokerages and other 11 billion 579 million funds, or more than 4 of the funds were excluded.

Can the logic of "shortage rather than abuse" be applied? Obviously not so simple.

Lock price increase = "profiteering"?

"The new regulation of refinancing has lifted the unnecessary restrictions on the refinancing of listed companies, and is conducive to making the listed companies bigger and stronger by making use of the capital market. A lot of listed companies are expected to launch a refinancing plan, but the market funds are limited. They can be sent out without the introduction of a preplan. The competition of the issuing side will be fierce. Investors should choose companies so as to divide the company under market pressure. Wang Jiyue said.

Scrutinize the source of strategic investors' disputes, most market participants worry that investors will borrow the strategic investors' channel "arbitrage" to disrupt the market order.

There is a market concept that "lock price" and "18 months lock regularly" or bring arbitrage space, "the main characteristics of strategic investors should be long-term investors", "at present 18 months too short."

According to the twenty-first Century economic report, it is known that the previous regulators have different opinions on the first and second market funds, and the market perception is quite different under different market backgrounds.

"From the preliminary plan to the approval of the SFC, and then to the issuance of at least half a year. Taking the board resolution day as the benchmark price, and then hitting the cost price of twenty percent off, many people in the market think that investors have taken advantage of the price. However, they are mainly focused on the price rise of a certain part of the project after the announcement of the plan, and the stock price is stimulated by various factors in the short run. In fact, we have been cautious about increasing our investment in 18 months. Southern China a private placement agency pointed out.

According to the data from our reporter, the statistics of 1833 enterprises that completed the refinancing issue in -2017 in 2012 showed that the three year increase rate of return of investors was mostly related to the market environment at that time.

In 2012, 2013 and 2014, the overall fixed rate of return (median) reached 119%, 119.7% and 100.4% respectively, while in 2015, 2016 and 2017, the above data were only 13.7%, -14.6% and -19.1% respectively. If the data in the five years of 2012 -2017 were synthesized, the median of the overall yield was only 14.3%.

It is not the "huge profits" that the market imagined such a "lock price" on the basis of the board's notice day.

On the determination of the price of the non-public offering shares (three years) of the SFC, the issuing price shall not be lower than the announcement date of the board of directors / Notice of the general meeting of shareholders / 10 percent off of the average price of the first twenty days of the first day of issue (the rules before refinancing). In fact, in the 2012-2017 year period, 1832 of the 1832 additional stocks are fixed, and 1799 of the stocks are fixed. Price benchmark.

On the whole (2012-2017 years), the median discount rate of the board's notice day is 85.5% (the discount rate is divided by the closing price of the stock on the same day) and the median discount rate is 67.9%.

"From the structural point of view, the discount rate of the benchmark day is still lower, but the fact is that the rise and fall of stocks during the period from the announcement day of the board of directors to the date of issue is determined by the market. On the basis of the results, the discount rate for the benchmark day is relatively low, which is related to the increase of Listed Companies in the 2014-2015 year intensive issuance, when the stock market rose sharply overall. Another private agency researcher pointed out.

In the previous fixed projects, the "drawer Protocol" has become a key factor to maintain the fixed market growth.

According to the information reported by the economic news reporters in twenty-first Century, there are many cases of investment and financing to the court in the case of fixed increase in losses, and most of the drawer agreements that have covered the proceeds of real shares are supported by the court.

However, according to the new regulation of refinancing, the investment behavior of "Ming stocks and real debts" has been banned, which has brought widespread attention to the "discount price".

Giving decisions to the market

On the other side of the market, the demand for liquidity of listed companies has become increasingly urgent, especially in the critical period of the new crown pneumonia epidemic.

Flush data show that there are currently 109 refinancing schemes to introduce strategic investors, of which 58 listed companies include supplementary liquidity or repayment of bank loans.

Up to the three quarter of 2019, A share listed companies had more than 451 of their assets and liabilities ratio of 70%. At present, the number of listed companies holding more than 70% of the total number of major shareholders has reached 677.

"The new regulation of refinancing has restored the lock price discount issue, reduced the selling period, and has not been restricted by the new rules. It can make full or partial recharge, providing better liquidity and security cushion for the investors involved. This year's economic challenge is great. If real estate is not released, it is expected that funds will enter the refinancing one and a half of the market on a large scale, which is a rare opportunity and time window for listed companies. A senior executive of a listed company in Shenzhen was interviewed.

Tight, suppress market vitality, loose, and easy to accumulate risks.

The previous A share market refinancing outbreak year has seen many problems such as real debt, inefficient use of capital, excessive financing and sequelae caused by the random purchase of fund-raising funds.

Taking excessive financing as an example, some listed companies themselves are relatively small in their main business. In order to pursue the concept of market value and subject matter, a large amount of financing is made through private placement, and the mode of "+PE of listed companies" is used to merge the hot industries and fields at that time, resulting in the fact that capital is not real and the financing effect is not obvious.

These worries are not unreasonable. Then how should we solve them?

In twenty-first Century, an economic report reporter learned that at present, the market generally believes that regulators should focus on making the listed companies explain in advance at the letter level, spontaneously demonstrate the authenticity of the strategic investors, and then return the right to seize the power to the market.

"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.

In the view of market participants, in the process, the work of regulators mainly focuses on arbitrage, time mismatch, irregularities plus leverage, insider trading, interest transfer, substitution, transfer and other irregularities and strict investigation and strict elimination. We can standardize the fixed market by setting up a negative list and increasing the intensity of illegal punishment. For those participants who have explicitly prohibited acts, they may even consider canceling the 18 months' qualification.

In fact, the securities and Futures Commission has also stressed that it will continuously improve the daily supervision system of listed companies, strictly reissue the conditions for listed companies to refinance, strengthen the information disclosure requirements of listed companies, strengthen the on-site inspection of refinancing and raise funds, and strengthen the supervision of illegal acts such as "Ming stocks and real debts".

However, as the market continues to fluctuate, a new phenomenon starts to emerge.

Recently, the A share market has dropped sharply due to the outbreak of the new coronavirus and the impact of global stock market. Will those strategic investors of listed companies who are likely to fall below the price limit be deterred?

The story is coming again.

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