"500 Million Control A Listed Company!" Cooling Shell Market Dangerous Scissors

"We have a project restructuring failed, and we have another round of financing, to declare IPO." An investment bank M & a personage in South China sighed to the reporter of the 21st century economic report.

The logic becomes simple and clear: good companies will IPO themselves, and bad companies will not restructure.

The 21st century economic reporter learned that with the continuous promotion of the registration system, more and more companies choose to IPO under the registration system, mergers and acquisitions are cooling down, and the backdoor market is going cold all the way.

"Now about 500 million yuan can control a listed company, and the total valuation of shell company is now about 2-3 billion yuan." Yin Zhongyu, head of the securities investment banking business of the Federal Reserve, told the 21st century economic reporter.

This trend is forming a series of impacts on the capital market.

Cooling shell Market

Jikai shares is one of the latest backdoor listing cases.

The results did not surprise most market participants. On August 21, it was disclosed that the company intends to stop planning major asset replacement and issue shares to purchase assets, purchase 100% equity of Anyang Minshan Huanneng High Tech Co., Ltd. and raise matching funds.

This means another backdoor is dead.

According to the statistics of journalists of the 21st century economic report (according to the latest disclosure date), as of November 6, 2020, there were 16 mergers and acquisitions with the purpose of "shell listing".

Among them, only four cases have been completed. The backdoor of wanbond (002082. SZ) and tianxiaxiu (600556. SH) were first disclosed in 2018, and the backdoor of Tianshan aluminum (002532. SZ) and Luoxin Pharmaceutical (002793. SZ) were first disclosed in 2019. There were six failures, such as whether the magic acoustics borrowed the shell to reach the electroacoustic.

Compared with the success data of backdoor in 2019, this has been greatly reduced.

According to this caliber, only three backdoor projects were completed in 2018, respectively from 3600 (601360. SH), Dongfang Shenghong (000301. SZ) and lingyizhizao (002600. SZ).

In the second half of 2019, the China Securities Regulatory Commission announced that the gem officially lifted the backdoor restrictions and resumed the backdoor financing. The backdoor market seemed to usher in the spring.

In 2019, a total of 17 mergers and acquisitions aimed at "shell listing" were disclosed, of which 8 were completed, 8 failed and 1 was transferred.

Gem officially lifted the backdoor restrictions, so far there has not been a single landing.

The direct background is that the smooth IPO channel under the registration system accelerates the cooling of backdoor.

According to the reporter's understanding, under the registration system, the speed of IPO has been greatly accelerated, which makes the speed advantage of backdoor no longer available, and backdoor listing still needs to implement IPO standards. According to the provisions of the measures for the administration of material assets reorganization of listed companies revised by the CSRC in October 2019, the business entity corresponding to the assets purchased by the listed company shall be a joint stock limited company or a limited liability company, and shall meet other issuance conditions specified in the administrative measures for initial public offering and listing of shares.

With the promotion of the registration system reform and the smooth IPO channels, more and more companies that can meet the IPO standards choose IPO, which turns cold all the way.

It is in this context that more and more new capital stories are happening.

Hidden risk of speculation

Nevertheless, the stock price of a typical shell company tracked by the 21st century economic report has hit new highs in recent years: if it rises by more than 50% compared with the beginning of 2020, its market value will approach 3 billion yuan.

Investors talk about rumors of backdoor listing of related assets on social platforms, but some investors pour cold water on them, "why don't shareholders IPO assets independently?"

The sentiment of the secondary market and the coolness of the primary market form a "scissors gap" effect, which is obviously not a good thing for investors in the secondary market.

"For those queuing up in the past two or three years, the IPO threshold has been greatly reduced, the IPO process cycle has been greatly shortened, and the cost of IPO has also been greatly reduced. Backdoor buying has become worthless." Dong Dengxin, director of the Institute of Finance and securities of Wuhan University of science and technology, told reporters of the 21st century economic report.

Lao Zhiming, managing director of Huatai Securities, pointed out in an article that if an enterprise wants to succeed in backdoor, it must be slashed five times: the first is the rigid threshold conditions for IPO; the second is to give up IPO and accept diluted cost; the third is that the enterprise must have sufficient scale; the fourth is the balance of trading interests; the fifth is regulatory approval.

An investment bank mergers and acquisitions personage also pointed out to reporters that today, with the rapid development of IPO under the registration system, backdoor has less advantages and more disadvantages, and the market's willingness to backdoor is also decreasing. "First of all, we have to spend money to sell the shell. Secondly, there is the issue of equity dilution. In addition, compared with IPO, backdoor has three years of performance commitment."

But similar to the above-mentioned enterprises in general, shell companies are still common.

"Some retail investors are still frying these shell concepts, small cap stocks, and people in the secondary market are not fully aware of the risks." The investment bank said.

Dong Dengxin believes that the secondary market has realized the change.

"For junk stocks, shareholders are already voting with their feet. We can see that the number of enterprises that have withdrawn from the market for one yuan has increased significantly. The time cycle of backdoor listing is relatively long, for example, it takes half a year or more. However, it will be delisted 20 trading days after the triggering of the one yuan delisting standard, and it can not be re listed under the registration system. Now the difficulty and risk cost of backdoor listing are very high. Before the delisting of junk stocks, most investors are voting with their feet, except that shareholders may speculate and speculate to pull up the share price He thinks.

In the dangerous hype, there are also some benign signs.

Industrial Synergy trend

The tide of state-owned assets relief since 2018 is the main force to promote the transfer of control rights. Compared with the previous state-owned assets in different regions tend to bail out local enterprises, this round of rescue action has gradually shown a new direction: more aid to private enterprises in other places.

"State owned assets acquisition pays more attention to industrial synergy." According to Yin Zhongyu.

This kind of wind direction also drives the whole capital market to appear the new trend.

According to the reporter of the 21st century economic report, deepening the reform of state-owned enterprises in many places has obviously accelerated, and the target of state-owned capital securitization rate set before is 2020.

For example, the capital ratio of the listed companies in Shandong Province will reach 38%, and the capital ratio of the listed companies will be over 50%.

From the perspective of improving the securitization rate and promoting the reform of state-owned enterprises, it is obvious that state-owned assets at all levels have more motivation and strength to intervene in the strategic layout of listed companies. But in the cold shell Market, capital has more choices, industrial synergy has become an important factor to consider.

"We have done a case of acquisition of state-owned assets in different places, which is to consider industrial synergy. Now the registration system is listed so fast and the delisting rate is so high that the empty shell without industry has basically been ignored. " The aforementioned merger and acquisition personage told reporters.

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