Refinancing New Regulations To Urge The Purchase Of "New Play" To Be Easy For The Main Listed Companies To Taste "Agreement Transfer + Lock Price Increase"

There has been a new approach to the transfer of control rights since 2018.

Recently, in twenty-first Century, the economic news reporter noted that after the issuance of the new regulation of refinancing, there has been a lot of operation that will be introduced into the transfer of controlling shares.

In the early morning of April 14th, he issued the notice on controlling shareholder's signing of the share transfer agreement, the voting agreement and the change of control rights, and the plan for the A share stock of the non-public Development Bank.

The content of the announcement shows that the controlling shareholder of Jiangsu electrical and Mechanical Research Institute Limited (hereinafter referred to as the "Electromechanical Research Institute") is planning the change of control rights, and intends to transfer the shares held by the agreement to the central day Ze Holdings Group Limited (hereinafter referred to as "China sky Ze group") by transferring the shares and voting rights irrevocable.

At the same time, the China Aviation intelligent equipment fund will be involved in the purchase of the publicly issued shares of the company, so as to further consolidate the actual control over the listed companies.

As soon as the news came out, the scheme of controlling shares transfer attracted a lot of attention in the market, and in April 14th, he stopped.

According to incomplete statistics from reporters, the refinancing new regulation has increased the terms of the lock price and significantly reduced the cost of "shell buying". Up to now, four listed companies have introduced the "easy to control" scheme.

"The general agreement transfer has a premium, and the additional purchase shares will be 20 percent off, which can balance the cost of acquisition and provide blood transfusion for listed companies." A broker from Southern China investment bank told reporters on twenty-first Century economic report.

Lock price increases "new play"

A detailed study of his transfer of shareholding rights is divided into three steps. The total cost of the shareholder is about 536 million yuan.

First of all, the Electromechanical Research Institute first transferred to the central sky Ze group the 52 million 46 thousand and 100 shares held by its group (accounting for 5% of the total capital stock), and the total transfer price was about RMB two hundred million yuan. Subsequently, the Electromechanical Research Institute commissioned the 163 million voting shares of the 163 million shares (accounting for 15.64% of the total share capital) of the group.

Through the above two steps, the Sino sky group will become the largest shareholder of a single voting share, that is, controlling 20.64% of the company. According to the two sides' agreement, the China sky Ze group has the right to reorganize the board of directors and nominate the majority of the board of directors after reorganization. The controlling shareholder of the company will be changed to the central sky Ze group, and the actual controller will be changed to Jin Shi Wei.

After taking the control of Hai Lun Zhe, the Sino sky group has subscribed to the public shareholding of the company through the affiliated Air China intelligent equipment fund.

The content of the announcement shows that he intends to make a non-public offering of not more than 115 million shares, and the total amount of raised funds does not exceed 336 million yuan (including issuance costs). After deducting the issuance cost, the net proceeds will be used to repay bank loans and supplement working capital, of which 300 million yuan will be used to repay bank loans and the remaining part will be used to supplement liquidity.

It is worth mentioning that, in February 14th, the new rules for refinancing were settled, pointing out that "controlling shareholders of listed companies, actual controllers or related persons controlling them" and "investors who acquired the actual control rights of listed companies through subscribing to the shares issued". On the first day, the share subscription is not transferable within eighteen months from the end of the issue. "

The pricing base date of the Air China intelligent equipment fund for the purchase of the shares is the resolution of the board of directors. The lock up period is 18 months, and the entry price is locked at 2.92 yuan / share, which is more than 30% of the closing price of the 4.44 yuan / share in April 14th evening.

He said: "after the issue is completed, the number of shares directly held and owned by the Sino sky group and the total number of shares held by the China Aviation intelligent equipment fund will account for 28.54% of the total share capital of the company (after issuance)." Jin Shi Wei will further consolidate and expand its control rights, which is conducive to ensuring the stability of the company's control rights.

In fact, this is not an example. As the price of fixed price can be locked in advance, more and more buyers are inclined to introduce fixed increase and consolidate control power.

As early as mid March, zoli pharmaceuticals first announced the announcement of the state-owned assets. The Zhejiang medical and health group (hereinafter referred to as Zhejiang medical health) was the first of 91 million 300 thousand shares held by Yu Youqiang, the first controlling shareholder of the drug company, which accounted for 15% of the total share capital. During the same period, Yu Youqiang gave up all the voting rights. Subsequently, Zhejiang medical health intends to further increase its shareholding ratio through participation in fixed growth.

Subsequently, the controlling shareholder of China's iron and Han ecosystem, China energy conservation and Environmental Protection Group Co., Ltd., *ST Roper intends to introduce the Suzhou Zhong Heng Investment Co., Ltd., and so on, are also adopting the way of "agreement + + participation".

"According to the contents of the new regulation of refinancing, the introduction of controlling shareholders will increase the lock in price and control the issue price. The cost of the buyer can be controlled without worrying about the impact of the rise of the stock price of the latter enterprises. The fixed increase can directly supplement the flow for the listed companies and relieve the pressure of the operation of the enterprises; in some cases of voting or directly giving up, the original majority shareholders retain a certain proportion of shares. It can enjoy dividends from the future development of listed companies. " In April 14th, a former brokerage firm's investment banking department was interviewed.

Reduce the "easy" cost

The introduction of fixed increase to buy shell has already been a case, but with the implementation of the new regulation of refinancing, the industry is expected to be used by more and more investors.

In 2019, the first operation in the market was introduced into the transfer of control rights. At that time, the Changsha water industry, which was hired by the securities and acquisition team of the Federal Reserve, took the lead in Whibop, and completed the first controlling takeover of the agreement transfer + voting rights + three years' fixed increase.

First, through the transfer of agreement and the right to vote, the Changsha water industry obtained the voting rights of 10.02% Hui Bopu and 10.8% of the shares, controlling the voting rights of Hui Bo Pu 20.82%. Subsequently, the Changsha water industry also intends to subscribe for no more than 214 million shares of the company's public offering in cash.

According to the calculation of the number of subscriptions, the Changsha water industry will directly hold 321 million shares of Whibop, accounting for 25.01% of the total share capital of the company after the completion of the non-public offering.

According to the "A share market M & a market report" released by the Federal Reserve securities in 2019, when the scheme was launched, the refinancing new deal had not yet been consulted. Under the refinancing policy at that time, in order to fully reduce the risk of water industry in Changsha, the scheme also introduced the gambling conditions. If Hui BOPP increased the price to the Changsha water industry by more than 6 yuan / share, Changsha water industry had the right to unilaterally abandon the subscription and no need to undertake. Assume any responsibility. At the same time, the original controlling shareholder of Hui Bo Pu also made a bet on the performance of Changsha water industry.

In the 3 years after the completion of the transfer of shares, the net profit of the annual consolidated report of the company is not less than 60 million yuan, and the net profit of three years is no less than 300 million yuan.

At the moment, with the refinancing of the new rules set down, the recovery price lock issue, the issue of the bottom price reduction of 20 percent off, the issuance scale of the upper limit of 30%, the lock up period to 18 months /6 months, the total number of holdings and reduction of the rhythm is no longer subject to the new rules and regulations, the validity period extended to 12 months and other major policies deregulation, the Fed's securities forecast, will stimulate more control transfer. The introduction of fixed increase in the transfer of control rights of listed companies is not only an effective way to consolidate control rights, but also a feasible way to solve difficulties and provide development funds for listed companies.

The preceding Shanghai investment bankers also pointed out: "before the management was unwilling to participate in the three year fixed growth, the main reason was that the price could not be locked, the arbitrage space was very small and the risk was very high. After the new regulation, the upper limit of issuing shares, the limited selling price and so on, have been relaxed. In the future, many buyers should adopt it.

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