The Seventh Phase Of Shenzhen Supervision Is "Strategic Investors" Not "Underground Lovers"? Why Should They Be Secretive And Vague?

In February 14th, the SFC amended the refinancing system, such as a spring thunder, which aroused the enthusiasm of the market for a long time.

Since the implementation of the new regulation, domestic listed companies have responded.

According to the twenty-first Century economic report, Shenzhen has disclosed 72 plans for non-public offering for the first time, plans to raise funds totaling 106 billion 300 million yuan, and revised 75 plans for non-public offering, involving 118 billion 700 million yuan in total.

Reporters noted that the new regulation of refinancing has given the market greater pricing and distribution convenience. Among them, the strategic investors with the lowest twenty percent off subscription price, the three day pricing basis date, the 18 month lock up period and the new rules not restricted by the new regulations have become the well deserved subscription of "net red".

According to another data, more than 30 listed companies in Shenzhen stock market meet the lock price issuance conditions, and more than 30 have introduced strategic investors. Among them, 15 companies, such as Li Si Chen (300010), are all strategic investors, and Hagi intelligent (000584) and nine strong biological (300406) companies will also introduce investors to be recognized as strategic investors in the revised plan.

Throughout the strategy, strategic investors include listed companies such as Dong Jiangao and ESOP. There are also professional investors including public offering funds, private equity funds, investment consulting companies or insurance companies. There are also individual programs to include industrial enterprises or natural persons.

So who is the real "strategic investor"?

According to the insiders, although the new regulation of refinancing does not give the definition criteria of strategic investors, but from the mature experience of overseas markets, strategic investors mainly include large enterprises or affiliated enterprises, public funds, insurance and other professional investment institutions that have strategic cooperative relations with the issuer in their business operations or long-term cooperation vision. The research capability of the industry has a relatively accurate judgement of the issuer's valuation, and it can form an effective price game with the listed companies in the refinancing pricing.

However, at present, most of the listed companies that are to introduce strategic investors do not fully demonstrate whether the relevant parties meet the requirements of strategic investors in the plan, and are also secretive and vague when disclosing, which naturally attracts the attention of the front-line regulators. According to incomplete statistics, the Shenzhen Stock Exchange issued 13 letters of inquiry on the principles and disclosures of strategic investors that may exist in the non-public offering of listed companies.

In twenty-first Century, the economic news reporter studied the contents of the inquiry by the Shenzhen Stock Exchange. The regulators focused on three aspects.

I. insiders are strategic investors?

Nearly half of the disclosed refinancing schemes identified Dong Guan Gao or ESOP as strategic investors. For example, Beijing lier (002392) is a specific target of non-public offering. Niu jungao and Wang Zhengfeng are directors of the company. Yan Hao is the company's director and vice president. He Feng is the company's director, vice president and Secretary of the board of directors. Li Luo is chairman of the board of supervisors of the company. The strategic investor to be introduced by is also included in the company's ESOP.

Is insider really a strategic investor of the company? The exchange asked whether Dong Jiangao, a listed company, had signed a strategic cooperation agreement with the company or had any relevant arrangements. Has the company fully discussed the appropriateness of Dong Jiangao as a strategic investor? For listed companies, he identified the employee stock ownership plan as a strategic investor, and also asked the company to explain that the lock up period was 18 months. Whether or not to break through the guiding opinions on the implementation of the employee stock ownership plan for listed companies, the sixth article stipulates that the period of holding shares in a non-public offering way shall not be less than 36 months.

Two. Is a professional institution a war or arbitrage?

According to the twenty-first Century economic news reporter statistics, some companies identified sponsor related institutions, public offering funds, private equity investment funds, investment consulting companies and other professional investment institutions as strategic investors, and their subscription amount accounted for nearly 30% of the refinancing raised funds.

If Heng Bang shares (002237) intends to introduce 18 subscribers to raise nearly 3 billion 200 million yuan, of which 14 subscribers have been identified as strategic investors, all belong to various equity investment funds and investment groups, the subscription amount of more than 60%. Pharmaceutical Science and Technology (300725) 650 million yuan to be raised by non public offering is fully subscribed by the strategic investors' public offering fund Xingquan fund.

Whether these types of investors are the upstream and downstream links of the industrial chain of listed companies, whether they have the core technology that can be used for the company, and the management experience of the production enterprises are not yet known.

Generally speaking, the pricing power of professional investment institutions is the key to establish a long-term mechanism of price increase and balance the interests of all parties. As a strategic investor, professional investment institutions should attach more importance to the intrinsic value and long-term value of listed companies. However, some companies identify the institutions with strong financial investment attributes as strategic investors. There are also a group of unrelated third party, natural persons and even assault companies that are among the strategic investors. The letter of concern of the exchange requires that listed companies should specify the basis for identifying the professional investment institution as a strategic investor and fully demonstrate the requirements, and request the sponsor to verify it.

Three, can natural persons be included in the list?

According to incomplete statistics, as of now, there are 80 natural persons as strategic investors to participate in the non-public offering of listed companies, involving a total amount of 6 billion 63 million yuan. However, from 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, and even some natural person strategic investors have less than one million subscriptions. For example, Hongda high tech (002144) intends to raise 200 million yuan by way of non-public offering. Shen Guofu, the controlling shareholder and chairman of the first largest subscriber company, subscribed for 180 million yuan, the proportion was nearly 9, and the remaining subscribers were generally low. Among them, Sun Yunhao only subscribed 760 thousand yuan.

At present, the new regulation of refinancing does not set the minimum shareholding requirement for strategic investors, and the shareholding ratio of some strategic investors after subscription is very low. Its value as a strategic investor will undoubtedly be greatly reduced. In March 17th, the Shenzhen stock exchange sent a letter of concern to HTC, asking the listed companies to analyze and demonstrate from the perspective of the relevant equity control relationship, the signing of the strategic agreement, the holding of shares, the participation in the management of the company and the definition of the strategic investors, and to explain in detail whether the relevant issuing objects belong to the seventh rules and second rules for the implementation rules of the listed companies' non-public development stocks. Related circumstances.

The revision of the refinancing rules to reduce the financing threshold is intended to enhance the ability of the capital market to serve the real economy and help the listed companies grow bigger and stronger. Listed companies should focus on their main business and core long-term value points to make good use of the real capital market tools. Investors, especially institutional investors, should pay more attention to following the concept of value investment, so as to prevent such chaos as leaving the main business, hype concept, excessive financing, arbitrage reduction and so on. After all, the real decision on the quality of the development of listed companies and the return on investment is not the loosing of the system, but the intrinsic value of listed companies and the professional values and values that are based on intrinsic value.

Who is the strategic investor?

?