The question is that Jiangsu Jiujiu, the subsidiary of the spin off listing, was borrowed by Shaanxi Bikang in 2015. Therefore, the spin off of Jiangsu Jiujiu may be a repeat listing.
At the same time, more than 5% of the shareholders of listed companies also issued the plan of reducing their holdings while Yanan Bikang issued the plan of separation. It has to be doubted that whether the left-hand split and the right-hand reduction are catering to the hot market, or even the deceptive split?
On March 26, Yanan Bikang opened low and left low. After the market opened in the afternoon, it was closed until the closing. In the morning of that day, the listed company announced that because the company was suspected of illegal information disclosure, the CSRC decided to put the company on file for investigation.
Question of repeated listing
On the evening of March 25, Yanan Bikang released the plan of Yanan Bikang Pharmaceutical Co., Ltd. on the listing of its subsidiary Jiangsu Jiujiu Technology Co., Ltd. on the growth enterprise market (hereinafter referred to as the plan). According to the plan, Yanan Bikang plans to spin off its holding subsidiary, Jiujiu technology, to the growth enterprise market of Shenzhen stock exchange for listing. Through this spin off, Jiujiu technology, as a platform of new energy, new materials and pharmaceutical intermediates business under the company, will realize independent listing.
As of the announcement date of this plan, Yanan Bikang directly holds 87.24% of the equity of Jiujiu technology, which is the controlling shareholder of Jiujiu technology. According to the unaudited data, by the end of September 2019, the total assets of Jiangsu jiujiujiu Technology Co., Ltd. were 2.363 billion, with a net asset of 1.421 billion. In the first nine months of last year, its revenue was 1.069 billion and its net profit was 117 million.
According to public information, Jiangsu Jiujiu was listed on the small and medium-sized board of Shenzhen Stock Exchange on May 25, 2010. Since 2013, its business performance has declined. In the same year, the net profit of jiujiujiu decreased by 56.35% year on year, and the non net profit decreased by 85.07%.
Since the opening of the market on September 29, 2014, trading was suspended for a long time, and the notice on suspension of planning for major asset restructuring was issued on November 3, 2014. Subsequently, the sixth (Interim) meeting of the third board of directors held on November 5, 2014 deliberated and passed the proposal on planning for major asset restructuring, and agreed to plan for major asset restructuring.
More than half a year after the suspension of trading, Jiu Jiu issued the plan of issuing shares to purchase assets and raise supporting funds and related transactions. In December 2015, Jiu Jiu disclosed the report of issuing shares to purchase assets and raise supporting funds and related transactions (hereinafter referred to as the report), and issued shares to Shaanxi Bikang Pharmaceutical Group Holding Co., Ltd. to purchase assets, which constituted the reorganization and listing.
So this time, as the subject matter of the spin off listing, Jiu Jiu used to be the shell borrowed by Shaanxi Bikang; the spin off listing again attracted the attention of the market: is it a repeat listing?
Obviously, regulators are also highly concerned about this. After the announcement of the plan, SZSE expressed concern and issued a letter of concern.
Please explain whether the subject of this spin off listing, Jiu Jiu, belongs to the same asset as the subject of initial listing in May 2010, and whether there is a situation of repeated listing.
In the past, those who borrowed should also talk about how to dispose of the original assets, because they are two different industries. Generally speaking, its the big shareholders who buy it back, but later they may not be able to do it because of the changes in the market. Partner analysis of a private fund in Shenzhen.
First finance and economics also noted that prior to the listing plan of the spin off, Yanan Bikang had considered selling Jiujiu.
On December 19, 2018, Yanan Bikang and Dongfang Rijiu new energy Co., Ltd. (hereinafter referred to as Dongfang Risheng) signed the equity transfer agreement on Jiangsu jiujiujiu Technology Co., Ltd. to transfer 12.76% of the equity of the wholly-owned subsidiary Jiangsu Jiujiu Technology Co., Ltd. to Dongfang Risheng. The final transaction price of 12.76% of the equity transferred is 350 million yuan, with a total valuation of 27.43% Billion.
In addition, in October 2019, Yanan Bikang signed an equity transfer intention agreement with Shenzhen Qianhai Hongtai, intending to transfer 97.24% of its equity to it.
With the development of the spin off plan, on March 25, 2020, Yanan Bikang also disclosed the termination agreement with Qianhai Hongtai equity transfer intention agreement.
However, with this paper announcement of Yanan Bikang, the spin off listing is a new variable.
Split listing press pause key
At the same time, when Yanan Bikang issued the split plan, more than 5% of the major shareholders of the listed company also said they would reduce their shares. The behavior of one hand splitting and one hand reducing has also attracted regulatory attention.
As of March 24, 2020, sungrow Ronghui holds 100997419 shares of Yanan Bikang, accounting for 6.59% of the total share capital of the company, and is a shareholder holding more than 5% of the shares of listed companies. On March 25, Yanan Bikang received the notice of reduction of shares held by sunshine financing, saying that due to the needs of business development, it plans to reduce some of its shares, about 30.646 million shares.
According to the report, Jiujiu has been faced with unfavorable factors since 2013, such as the weak market demand of the industry and the increasingly fierce competition in the industry, as well as internal adverse factors such as the significant increase in operating costs caused by the transformation and upgrading and capacity expansion, and the companys operating performance has slipped.
Based on this, Shenzhen stock exchange requires listed companies to explain relevant situations: explain whether the above external adverse factors still exist up to now in combination with Jiujius industry environment and policies, market supply and demand relations, competition conditions, etc.; at the same time, explain whether the above internal adverse factors exist up to now after the completion of the restructuring in combination with Jiujius product situation, market position, main financial data, etc It still exists, and discusses in detail whether Jiujiu has sustainable profitability.
Based on the above situation, it indicates whether the relevant decisions are prudent, whether there is a situation of actively catering to the market hot spots, and whether there is a fraudulent spin off. Shenzhen Stock Exchange.
At the same time, in the morning of March 26, Yanan Bikang also announced that it had received the notice of investigation from the CSRC, because the company was suspected of illegal information disclosure.
Earlier, on March 11, Yanan Bikang received the decision on Issuing the warning letter to Yanan Bikang Pharmaceutical Co., Ltd. issued by Shaanxi securities regulatory bureau. The information disclosure was incomplete and inaccurate, which violated the information disclosure management law of listed companies.
In the evening of March 26, Yanan Bikang said that according to the provisions on the conditions for the spin off listing of Listed Companies in the pilot provisions on domestic listing of the subsidiaries of the spin off of listed companies, in principle, the spin off of listed companies should meet the following requirements: the listed companies and their controlling shareholders and actual controllers have not been subject to the administrative punishment of the CSRC in the latest 36 months; the listed companies and their controlling shareholders The actual controller has not been publicly condemned by the stock exchange in the past 12 months.
Due to the large uncertainty of the investigation results, the company will suspend the application for listing of the spin off subsidiaries during the investigation period. Yanan must be named Kang.
Spin off trend of listed companies
On December 13, 2019, China Securities Regulatory Commission (CSRC) issued several provisions on pilot domestic listing of listed companies spin off subsidiaries (hereinafter referred to as the provisions). In terms of finance, internal control and information disclosure, the regulations pointed out seven hard indicators of A-share listed companies domestic spin off listing, which filled in the system gap.
After the issuance of the regulations, the A-share market also set off a wave of splitting.
On December 15, 2019, Ge Lishi (603808. SH) announced that it agreed the founding shareholders and their concerted actors to subscribe for the new registered capital of baiqiu network with 162800 yuan and introduce Sequoia Capital. Analysts said one of the purposes of the deal, especially the introduction of Sequoia, is to speed up the pace of the spin off and listing of baiqiu network.
Lingnan stock (002717. SZ) is also an example of actively promoting the process of subsidiary spin off and listing. In January 2020, the subsidiary Hengrun technology introduced five strategic shareholders, including Hefei Innovation Technology Venture Capital Co., Ltd., and changed into a joint stock limited company as a whole. The share reform of Hengrun technology was completed, laying the foundation for the spin off.
On the evening of March 10, Lianmei Holdings (600167. SH) released the plan for the listing of its subsidiary zhaoxun Media Advertising Co., Ltd. on the growth enterprise market, and planned to split its holding subsidiary zhaoxun media to the growth enterprise market of Shenzhen Stock Exchange.
Pang Wenliang, an analyst at Ping An Securities, analyzed that Lianmei holding is mainly engaged in clean heating business, and the profit contribution of relevant businesses accounts for about 90%. The market mainly valued it as a public utility. At present, the company PE (TTM) is 18 times, and the high-speed rail media business is obviously underestimated.
Based on the 40 times valuation and the non attributable net profit of 189 million yuan committed by zhaoxun media in 2019, the valuation of zhaoxun media after the spin off is expected to reach 7.5 billion yuan, with a significant increase in value. In addition, after the spin off and listing, the listed companies will focus on the large-scale utilization of clean energy, expand and strengthen the main business of clean heating. Pang said.
(spin off) is conducive to the reasonable valuation of the companys different businesses in the capital market, so that the value of the companys high-quality assets can be fully reflected in the capital market, so as to improve the overall market value of the company. Another listed company, radio and television Express (002152. SZ), also said.
First finance also noted that in its 2018 annual report, Yanan Bikang once said that it would seek diversified development through capital operation.
According to the analysis of the insiders, after the spin off and listing, the independent equity of the subsidiary from the original listed company not only provides a more comfortable exit path for new investors, attracts PE / VC to provide necessary strategic investment for innovative business in the form of MBO, but also facilitates the implementation of independent employee equity incentive policies by the subsidiary, and promotes the long-term development of the business. In addition, from another point of view, the spin off listing also eliminates the financial burden of the listed company on the assets (business) to be spun off.
It is conducive to the companys further integration of resources, optimization of asset structure, concentration of funds to develop the companys main business, and enhancement of the companys ability of sustainable operation and healthy development. When explaining why it is necessary to transfer its equity to Dongfang Risheng, Yanan Bikang is also known as Yanan Bikang.
On the evening of March 25, radio and television express announced that it planned to split its holding subsidiary, Zhongke Jiangnan, into the gem of Shenzhen stock exchange for listing. After the completion of the split, the equity structure of radio and television express will not change, and it will still maintain the control over the south of China. Through this spin off, Zhongke Jiangnan will be listed independently as the platform of the companys financial information integrated system solution business. On February 8, 2018, the third (Interim) meeting of the Fifth Board of directors of the listed company deliberated and approved the acquisition of 46% equity of Zhongke Jiangnan with its own capital of RMB 312.8 million. Through the mode of Acquisition - cultivation - spin off, I think it is still feasible, which is conducive to the promotion of valuation and the increase of direct financing proportion. It is common for mature capital markets to be split, consolidated, re split and re consolidated, with the purpose of financing and improving valuation. Said Shenzhen private fund partners. Source: First Financial Editor: Guo Chenqi, nbj9931
On the evening of March 25, radio and television express announced that it planned to split its holding subsidiary, Zhongke Jiangnan, into the gem of Shenzhen stock exchange for listing. After the completion of the split, the equity structure of radio and television express will not change, and it will still maintain the control over the south of China. Through this spin off, Zhongke Jiangnan will be listed independently as the platform of the companys financial information integrated system solution business.
On February 8, 2018, the third (Interim) meeting of the Fifth Board of directors of the listed company deliberated and approved the acquisition of 46% equity of Zhongke Jiangnan with its own capital of RMB 312.8 million.
Through the mode of Acquisition - cultivation - spin off, I think it is still feasible, which is conducive to the promotion of valuation and the increase of direct financing proportion. It is common for mature capital markets to be split, consolidated, re split and re consolidated, with the purpose of financing and improving valuation. Said Shenzhen private fund partners.