Luoshengmens new policy of borrowing the shell of gem

 Luoshengmens new policy of borrowing the shell of gem

According to the reporters survey, behind the favorable policies, there are only a few projects that can be implemented in such a large capital ecosystem.

On October 18, 2019, since the new restructuring rules were officially released, only 12 enterprises have disclosed major restructuring plans on the gem. However, in 2018 and 2019, there were 45 and 40 companies, respectively. After the policy was untied, the promotion effect on GEMs extended M & A was not obvious.

Before that, the backdoor of gem, which is expected by the market, was even worse. Four months later, the first order still hasnt appeared.

The 21st century economic news reporter has obtained the latest report on the impact of the new rules on M & A (hereinafter referred to as the impact report of the new rules on M & A) issued by the securities M & a business department of the Federal Reserve. The report points out that in the first few years when it was strictly prohibited to borrow from the gem, many assets borrowed from the gem in a disguised way through similar borrowing, which was controversial in the market. The most serious group of new regulations in history revised in 2016 also carried out strict supervision on this. Now, the backdoor of the gem likes to be loosened greatly, but the actual performance is quite different from the expectation.

The hype has stirred up the market from time to time.

After the backdoor signal was released in the middle of 2019, the growth enterprise market ushered in several rounds of general growth, especially small and medium-sized enterprises with a market value of less than 2 billion, venture capital concept, poor performance stocks, etc., which were the main force of this speculation.

The death squads hunting around risk stocks, like the monthly trading board of Stormwind group (300431. SZ), will be late, but will never be absent.

Good landing of unrequited love

As early as June 20, 2019, the CSRC publicly solicited opinions on the new version of the restructuring measures, allowing specific strategic emerging targets to be restructured and listed on the gem.

Subsequently, gem low market shares ushered in carnival, up to 61 shell stocks in a day.

Huizhong stock (300371. SZ), Baode stock (300023. SZ), Longyuan Technology (300105. SZ) and so on have been trading for several consecutive days.

To this day, these typical shell resource stocks are still occasionally active.

However, the sharp contrast with the secondary market is that although the policy has been released, the backdoor of GEM has not been implemented yet. The Jiyao holding, Shanding design, Dazhi technology, etc., which once participated in the backdoor first share competition of gem, have all fallen into silence.

According to the statistics of the 21st century economic report, the first case of Kyrgyz holdings purchase and amendment of the pharmaceutical industry was completed in 13 days.

According to the reporter, the tripod design, which has been ambiguous with Huatu education for a long time, is a more typical case, and it has not yet waited for the next step of the current major shareholders.

When disclosing the acquisition plan, Huatu investment, a subsidiary of Huatu education, once said that from the perspective of enhancing the sustainable operation ability and profitability of the listed company and improving the asset quality of the listed company, the information disclosure obligors do not exclude the possibility of proposing appropriate, reasonable and necessary adjustments to the main business of the listed company on the premise of complying with relevant laws and regulations..

In November 2019, Huatu investment formally obtained the control right of Shanding design through equity transfer and voting right transfer. In January 2020, the full name of Shanding design was changed to Huatu Shanding Design Co., Ltd..

But on February 27, a person from the Securities Department of sanding design replied to the reporter: our kind of change is not a backdoor, but a change of control right. If (future shareholders have) plans to inject assets, we will make an announcement in time.

Its not uncommon for A-share market to have a commitment like this but to wait and see.

According to the incomplete statistics of 21st century economic reporters, since the implementation of the policy in October 2019, nearly 20 listed companies have changed owners, but most of the major shareholders have no follow-up actions.

It is rare for hengpa power to fulfill its commitment to inject assets. It donated two of its new energy assets with serious losses and short business development time to Dazhi technology. However, Weima automobile, which was expected to be injected into the listed company system by the market, tried its best to clear the relationship with hengpa power.

According to the public information, the main executive partner of hengpa power is Lingpa new energy, which is an enterprise initiated by the founding shareholders of Weima automobile. Shen Hui, chairman of Lingpa new energy, is also the founder, chairman and CEO of Weima.

When the acquisition intention is disclosed, hengpa power promises to choose the right time to inject the new energy power battery assets controlled by the actual controller into the listed company in accordance with the prescribed procedures.

During the period, Vemma continuously stressed that and Lingpa new energy are two independent enterprises, which do not participate in and influence the daily operation and decision-making of Lingpa new energy, acquisition of Dazhi technology company is an independent corporate behavior of Lingpa new energy, and some executives of Vemma participate in the investment of Lingpa NEW energy belongs to the personal behavior of executives of the company.

After taking the control of Dazhi technology, hengpa powers move did not let the market see Hope.

In January 2020, Lingpa new energy donated two new energy vehicle parts and supporting production enterprises to Dazhi technology free of charge, but the establishment time was not long, and they were in a loss state, with a high asset liability ratio.

One Hunan xinminya was founded in March 2019, with a revenue of 0, a loss of 2.8051 million yuan and a debt to asset ratio of 91.74% from January to November 2019; the other Sichuan xinminya was founded in May 2018, with a revenue of 51.5051 million yuan and a net profit of - 27.6748 million yuan and - 5.3358 million yuan respectively from January to November 2019, with a debt to asset ratio of 89.58%.

Why is it difficult to land on the back door?

Lifting the restrictions does not mean that this kind of transaction will be stimulated. There are not many back door cases every year. On February 28, Wang Jiyue, a well-known investment banker, pointed out in an interview.

In the contrast between the expectation of the secondary market and the collective wait-and-see of the commitment makers, there are some logical changes behind the scarcity of cases.

According to the new restructuring rules, we will promote the restructuring and listing reform of the gem, and allow high-tech industries and strategic emerging industry related assets that conform to national strategies to be restructured and listed on the gem..

The assets that can meet this standard can basically go to the science and technology innovation board, even the small and medium-sized board and the growth enterprise board. In the past, the biggest advantage of backdoor is that there is no queue, but now the listing channel is very smooth, and there is no need to queue. On February 27, a senior head of investment banking in China was interviewed.

From July 22nd, 2019 to February 28th, 2020, there are 91 listed companies in science and technology innovation board. According to the statistics of reporters, the average queuing time of science and Technology Innovation Board companies from pre disclosure to formal listing is only 192 days, and the shortest queuing time of Chinas communication number is only 97 days from April 16th, 2019 to July 22nd, 2019.

The core reason is that there are too few high-quality resources, and there are not many enterprises emerging from strategic emerging industries in a year. They have been pulled to IPO by investment banks for a long time, and there is no listing resources. Said the head of the investment banking department.

In fact, even if we put the gem aside and look at the whole A-share market, the backdoor situation is not optimistic.

According to the impact report of the new restructuring regulations, the backdoor market has been in a downward trend since 2016. In 2019, only 10 backdoors were newly disclosed by A-share listed companies, and the backdoor success rate reached a new low of 5 years, with a success rate of only 30% (63.64% in 2018).

In addition, the impact report of the new restructuring regulations further examined the core financial and operational indicators of backdoor assets in 2015-2019, and found that the number of backdoor assets corresponding to operating revenue exceeding 1 billion yuan, net profit exceeding 500 million yuan, total assets exceeding 5 billion yuan and net assets exceeding 2 billion yuan has continued to decline since 2016, and the number of high-quality backdoor assets in the past three years has been in a low-lying area. In the case of quality decline, backdoor assets also show a noteworthy feature: the debt ratio is high, for example, in 2019, 7 of the 9 backdoor assets (in which hero entertains each other twice as the same asset) have a debt ratio of more than 50%, accounting for 77.78%. From 2017 to 2019, the debt ratio of backdoor assets remained high, and the proportion of assets with debt ratio exceeding 50% was much higher than that in 2015 and 2016.

For the backdoor market in 2020, some investment bankers predict that even if the backdoor policy is loosened, the backdoor market will remain weak in 2020.

According to the analysis of fed securities, there are three main reasons: first, the high-quality listing resources are drying up, the leading companies in traditional industries have been basically listed, the number of companies growing up in emerging industries is not only very limited, but also has been occupied by IPO investment banks; second, the time advantage of backdoor approval is no longer available; third, the return dividend of medium-sized stocks has ended.

In recent years, high-quality listing resources are drying up, science and technology innovation board and gem registration system are vigorously promoted and other factors are important reasons for the decline in the quality of backdoor assets, and the decline trend is still in the future. According to the impact report of the new restructuring rules.

Risk of speculation

Logic has quietly changed, but the market has not yet fully recovered. Backdoor can not land, but gem fry small, fry shell phenomenon has not stopped.

From October 18, 2019 to February 28, 2020, the shell resource index increased by 7.27% in the same period, the growth rate of the gem composite index corresponding to the loose backdoor gem increased by 20.63%, the growth rate of the small cap growth index increased by 13.72%, while the growth rate of the Shanghai index was - 1.97%.

The day after the issuance of the restructuring measures, the risk stocks with market value less than 1 billion yuan, such as storm group, Tianxiang environment and Tianlong optoelectronics, have been trading up and down in succession. From October 18, 2019 to now, storm group has a total of 8 trading days with no sign of trading up and down.

There are two reasons for this phenomenon. The first one is the problem of market signaling. Many shareholders have not realized that backdoor has not been successful until now. The second one is that backdoor restructuring has become a deeply rooted theme, which has made many people rich for more than 20 years, with too much inertia. Said the senior investment banker.

Wang Jiyue also added that in addition to the scarcity of high-quality assets and the diversion of scientific and technological innovation board, this wave of growth enterprise board has increased a lot and is not conducive to (backdoor) transactions..

In fact, the rise of speculation has violated the original intention of the regulatory deregulation and restructuring policy.

The original intention of the regulators to deregulate and reorganize the listed companies is to speed up the metabolism of listed companies. However, from the current backdoor trading market, the original intention of this policy has not been realized, but it has brought some disturbing negative effects, which is actually what the regulators do not want to see. According to the impact report of the new restructuring rules.

If the secondary market investors do not find out the original intention of the regulatory policy-making, it does not exclude the possibility of the regulatory authorities to tighten the backdoor listing standards again, he said

The lucky data is that, although the phenomenon of speculation still exists, compared with more than ten limit boards and dozens of times of growth in previous years, the current earnings is much lower than before, and the overall trend of most low market value and high-risk individual stocks since 2020 is still falling.

Among them, the most typical venture stock, Stormwind group, is mainly the retail investors and hot money who are fighting each other.

Among the three lists released by the company from October to November 2019, several business departments, such as Guotai Junan Shanghai Jiangsu Road Securities Business Department, Guotai Junan Shunde Daliang securities business department, have appeared in buyer and seller on different trading days. Since 2020, Stormwinds share price has fallen by 20.82%.

(the market generally believes that backdoor is also a merger and reorganization, but backdoor is actually a variation of IPO. Although the quantity is limited, it has a great influence on the market speculation, which is not conducive to the pricing mechanism of the capital market. Said the senior investment banker.

Source: responsible editor of 21st century economic report: Zhong Qiming