A Dispute Over The Rules Of The Division Of A Hundred Days, Yanan Bi Kang Suspected Duplicate Listing To Explore Regulatory Red Line

In March 26th, the new rules for the separation and listing issued by the Securities Commission at the end of 2019 were just a hundred days old.

During these one hundred days, the market gradually cooled down, and the eligible listed companies began to actively prepare for it. As of March 26th, according to incomplete statistics of twenty-first Century economic report reporters, 11 enterprises have announced plans to spin off the stock market.

It is worth noting that in the evening of March 25th, the eleventh cases of listed companies' splitting up subsidiaries were controversial, which caused many concerns from the market and regulators. This is the case of Yanan's nine minute long split.

In the plan, the main body of Yanan's Bi Kang splits is the main body of the first public offering in May 2010.

This case is also considered by the market as a case in which the regulatory bottom line is broken down. Whether the case can be passed to a certain extent determines how many cases of splitting up will follow.

Be listed again after being backdoor?

Compared with the other 10 cases, the split of Yanan BHC appears somewhat complicated and tortuous.

Nine Jiu Jiu was officially listed on A shares in 2010, but by the end of 2015, Shaanxi bio Pharmaceutical Group Holdings Limited had made a price of 7 billion 20 million yuan and nine yuan for its listing.

In March 3, 2016, the nine Jiu Jiu announcement said that in view of the fact that the assets purchased from the company's major asset restructuring had been completed, Shaanxi bio Pharmaceutical Group Holdings Limited became a wholly owned subsidiary of the company. The name of the company was changed from "Jiangsu nine Jiu Jiu Polytron Technologies Inc" to "Jiangsu Bi Kang pharmaceutical Limited by Share Ltd".

Through this series of capital operation, the nine listed companies have become a wholly owned subsidiary of Yanan Bi Kang after the completion of the loan. That is to say, the nine or so long listed companies were listed in 2010.

Such a spin off drama also quickly aroused the concern of the market, and some market participants told reporters that "do not want to overtake the listing can still play like this".

At the same time, the SME Board of the Shenzhen Stock Exchange issued a letter of inquiry, pointing directly to the core issue of the listing of Yanan's Bi Kang spin off subsidiary. Is there any suspicion of repeated listing?

In the enquiry letter of the Shenzhen Stock Exchange, it was pointed out that nine Jiu Jiu was first launched in May 2010 and the total fund raised was 562 million yuan. Its main business is the research, production and sale of new energy, new materials and pharmaceutical intermediates. At the same time, the Shenzhen Stock Exchange's inquiry letter asked the company to explain whether the main body of the split listing nine Jiu Jiu is the same asset as the first listing entity in May 2010, and whether there is a repeat listing.

At the same time, the exchange also traced back the expression of Shaanxi's nine years ago, which is the unfavorable factors of the nine to 90 years since 2013, which faced the unfavourable market demand and the increasingly fierce competition in the industry, as well as the internal unfavorable factors such as the company's transformation and upgrading, and the significant increase in operating costs caused by the expansion of production capacity.

Against this background, there is the drama of the back of the pharmaceutical industry, and now it has been split and listed. Nine Jiu Jiu has become a high-quality asset that can grow independently.

In this regard, regulators said that the requirements of listed companies to integrate the above situation, indicating whether the relevant decisions are cautious, whether there is a situation that actively caters to the market hot spots, whether it involves flickering split listing.

There is also a doubt that Yanan's Bi Kang split and drama is being questioned by the market. That is, since 2018, there has been a plan to put 99 long listed companies out of the listed company level since 2018. In 2018, the company transferred the wholly owned subsidiary to the nine day long 12.76% equity interest, and the transaction price was 350 million yuan.

Then he wants to sell the remaining shares in 2019. On the occasion of the announcement of the breakup plan, Yanan's Bi Kang also terminated the transaction of nine Jiu Jiu 87.24% equity forward.

The assets that have been sold before are now being split up. At that time, when supervising the introduction of a listed company's spin off policy, it was hoped that some assets could be used to incubate and expand the platform of the listed companies. Subsequently, the spin off and listing would be further developed, while the superiors and subsidiaries and investors could benefit from it. However, it is difficult for Yanan to break the nine nine years ago. Spin off and regulatory arbitrage. " Ze Hao investment partner Cao Gang thinks.

Repeated listing disputes

Nine is Jiu Jiu really involved in repeated listing? This recognition will lead to the effect of precedent on many cases of listed companies splitting up in the future.

For the emergence of this case, some market participants showed different attitudes towards regulation. Wang Jiyue, a senior investment banker, said: "at present, there are rules to be followed in the separation of listed companies. Moreover, from the perspective of shareholders, two separate businesses listing independently are beneficial to shareholders' interests. It is rare that the original assets of a backdoor company will be listed on the market for the two time, because most of the original business of the original business is replaced. Such a spin off will receive more attention, but it is not an obstacle. "

"From the point of view of the release of the plan, there is no contradiction with the present rules, so the scheme itself is compliant, and whether the regulators agree is the value of this single spin off case. After all, it is not long before the split is released. Similar cases can be found in many special cases. It provides reference and reference for dismantling practical exercises.

However, whether to repeat the listing and whether the scheme can be approved by regulatory authorities, many market participants believe that even though the current plan itself has no problems, based on the original intention of supervision and promoting the separation and listing as well as the previous regulatory focus on the participation of listed companies, Yanan's Bi Kang's single spin off probability is not small.

"Since then, the exchange and the SFC have listed the listed companies' participation in the listing of listed companies. We can see that the focus of supervision is concentrated on the following aspects. If we can not involve the tunneling of listed companies, the process of independent demand and asset withdrawal can not be suspected of damaging the interests of listed companies. The process of personnel, business and equity transfer needs to be fair and reasonable. The problem of line is not to repeat the same asset. The participation of the company's audit inquiry is so concerned about this problem, then the split listing will be more stringent for repeated listing requirements. A partner of Zhong Lun law firm thinks.

In addition, according to the reporter's combing, although the plan can meet all the quantitative conditions of the rules of splitting, there is still a need for a listed company to fully disclose the purpose of splitting, including commercial rationality, necessity and feasibility. Although Yanan has already disclosed relevant information in the preplan, it is unclear whether the nine Jiu Jiu is re listing and the necessity of disclosure. Yanan has not yet mentioned the market, and the market is waiting to see whether the company can justify itself in reply to the exchange's inquiry letter.

However, on the evening of March 26th, the controversial controversial plan of Yanan's Bi Kang once again encountered other twists and turns. On the evening of the same day, Yanan announced that it had received notice from the CSRC on the same day when it announced the scheme of splitting up. According to the provisions of the detailed rules of separation, the investigation result of the investigation is much uncertain. During the investigation period, the company will suspend the application of the subsidiary company's listing.

That is to say, it is hard to see that the case further pushed forward the result of testing the bottom line in a short time, leaving a suspense for the market.

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