The way of changing ownership of 59 listed companies: the good and bad of transferee 4 becoming the national capital standard

 The way of changing ownership of 59 listed companies: the good and bad of transferee 4 becoming the national capital standard

The transfer of energy control right of Haiyue is not an example. Under the bad news that some listed companies frequently exposed the tight capital chain, high pledge rate and debt ceiling, the transfer of control rights became increasingly fierce. According to the statistics of Dongfang wealth choice, as of June 18, 59 A-share listed companies have announced that the actual controller intends to change, far exceeding the level of the same period in previous years.

After some former masters of capital operation have been in trouble, state-owned capital, large-scale private enterprise groups, small and medium-sized private industrial groups and other multi-channel capital have made frequent moves, which are expected to bring timely rain to listed companies while planning to acquire the control right of listed companies through equity transfer.

Proposed change of controlling right of released shares

Prior to the share transfer, Tongchuan Haiyue development and its concerted action, human sea aviation cloud Business Investment Co., Ltd. held 19.06% and 13.5% shares of Haiyue energy respectively, while Tongchuan energy did not.

Another announcement disclosed by Haiyue energy on the night of June 18 shows that the company recently received a notice from Haiyue technology, the controlling shareholder, that it has completed the industrial and commercial registration procedures for changing the companys name and domicile in Tongchuan New Area Market Supervision Administration Bureau. The companys name has been changed from Zhejiang Haiyue Technology Co., Ltd. to Tongchuan Haiyue Development Co., Ltd..

Haiyue Energy said that the share transfer has been approved by Tongchuan SASAC. At present, part of the Haiyue energy shares to be transferred by Tongchuan Haiyue Development Co., Ltd. are in pledge status, and both parties of the transaction will handle the procedures of stock pledge cancellation according to the agreement. If the Pledged Shares involved fail to be released as agreed in the agreement, or both parties fail to perform relevant obligations in strict accordance with the agreement, there is still uncertainty whether the transaction can be finally completed.

Transferee 4 becomes state-owned assets

Since this year, in the equity transfer of listed companies, state-owned assets or large private enterprise groups have repeatedly received offers or even obtained the control right of listed companies.

Agreement transfer is the most important way to change the control right of A-share company. In practice, the typical practice of equity transfer is that the fund side directly purchases equity at a premium.

According to the agreement, all parties agree that the purchase unit price of this transaction is 7.5 yuan / share, which is 42.86% higher than the closing price of 5.25 yuan on June 17, and the total purchase price is 1.275 billion yuan. Before the deal, Vosges holdings directly held 23.68% of the companys equity.

The new era Securities believes that after the new controller of the listed company obtains the actual control of the company, he will often use the platform of the listed company to speed up the capital operation, including injection of high-quality assets or acquisition of other assets to improve the profitability and valuation level of the listed company.

Taking Guozhen environmental protection (300388. SZ) as an example, at the end of April, a series of agreements, such as the equity transfer agreement signed by Guozhen group, a holding company of the company, and cecep, a state-owned enterprise, have been approved by the anti-monopoly of the State Administration of market supervision and the general meeting of shareholders of Guozhen group. This means that with the approval of SASAC of the State Council, cecep will officially take charge of Guozhen environmental protection. The holding of the company will be changed to cecep, and the actual controller will be changed to SASAC of the State Council.

Guozhen environmental protection pointed out in the previous relevant announcement that under the premise of complying with laws, regulations, relevant regulations of CSRC and Shenzhen Stock Exchange, and in line with the interests of listed companies, cecep will gradually inject high-quality water assets into Guozhen environmental protection after the delivery date, improve the operation regulations and efficiency of listed companies, and realize the complementary business advantages of listed companies and cecep.

In addition to state-owned assets, many large-scale private enterprise groups are also laying out a number of listed company platforms. For example, 600655.SH, a listed company of the Fosun Group, intends to become a new controlling shareholder by 30% of the 1 billion 800 million yuan transferee Jin Wei Liquor (603919.SH), and the Guangdong Uniteds HVAC Equipment Co., Ltd., a subsidiary of the US group, completed its acquisition of 18.73% stake in Kangxin energy (300048.SZ) in April 29th. As a result, Midea Group became the indirect controlling shareholder of the company, and he henjian became the actual controller of the company.

The good and the bad are mixed

According to the new era securities, generally speaking, the change of controller has different meanings for both parties of transfer, and different demands lead to the change. From the transferors point of view, there are several possibilities. First, the listed companys performance downturn causes the original actual controller to withdraw. Second, the listed companies introduce strategic investors for the companys capital needs and long-term development, which makes the original major shareholders actively give way to their talents. Third, the owners of some private enterprises are relatively good in the market and the companys value is overvalued.

The reporter of Economic Observer noted that most of the 59 A-share listed companies have many problems, including 7 of which have been dressed in hats. In addition, according to wind data, the pledge rate of the controlling shareholders of 21 listed companies is more than 90%, including the pledge rate of the controlling shareholders of 13 listed companies is more than 99%.

In terms of performance, wind data shows that among the 59 A-share listed companies mentioned above, 23 companies lost their net profit attributable to their parent in 2019, with 4 companies losing more than 1 billion yuan; 29 companies lost their net profit attributable to their parent in 2019, with 15 companies falling more than twice as fast.

In the second half of last year and March of this year, Haiyue energy provided guarantees for controlling shareholders and their related parties in violation of regulations. As of May 19 of this year, the balance of guarantee provided by Haiyue energy to the controlling shareholders and their related parties totaled 607 million yuan, and the guarantee method was pledge financing.

In order to eliminate the impact of illegal guarantee on the company as soon as possible, Haiyue energy, the controlling shareholder Haiyue technology and its related parties have made efforts to remove the above illegal guarantee from May 25 to 26. At present, the balance of guarantee provided by Haiyue energy to the controlling shareholders and their related parties is 0 yuan in total.

Xinlun Technology (002341. SZ) has attracted the attention of the market. In the companys supplier list, there are many international famous technology enterprises such as apple and Google, and the service customers include Xiaomi, oppo, vivo and other domestic first-line mobile phone manufacturers. But Xinlun technology, which holds a good brand, is facing financial difficulties. At the end of May, the company received the decision on administrative penalty issued by the CSRC.

With the ticket landing, Xinlun technology, which has difficulty in funding, plans to welcome Yinchuans state-owned capital. On the evening of May 17, the company announced that Hou Yi, the controlling shareholder of the company, entrusted all the voting rights of the companys 258 million shares to Yinchuan financial holding. At the same time, Yinchuan Financial Holding Co., Ltd. obtains the control right of the company by means of including but not limited to voting right entrustment and / or share transfer, participation in fixed increase, secondary market increase, etc., and provides financial support to the company and Hou Yi.

The controlling shareholder of Yinchuan financial holding is the state owned assets supervision and Administration Commission of Yinchuan city. After Yinchuan financial holding becomes the actual controller of Xinlun technology, it needs to provide financial support for Xinlun technology. According to the announcement, after the agreement comes into force, in order to ensure the normal production and operation of new fiber technology, Yinchuan financial holding will be responsible for coordinating the companys financing, assisting new fiber technology to obtain new loans from financial institutions or other entities, with the new capital no less than 300 million yuan.

After this equity change, the number of shares held by Hou Yi remains unchanged, but the proportion of voting rights of the shares held by Hou Yi is reduced from 22.35% to 0%. After this voting power entrustment agreement comes into effect, Hou Yi is still the largest shareholder of the company, but no longer the actual controller of the company.

Yinchuan financial holding, which intends to enter new fiber technology, has no further capital operation for the time being. Xinlun technology said that Yinchuan financial holding did not have a clear plan for the sale, merger, joint venture or cooperation with others of the assets and businesses of the listed company and its subsidiaries in the next 12 months, and did not have a restructuring plan for the assets to be purchased or replaced by the listed company.

Whether Yinchuan financial holding can lead Xinlun technology out of the mire remains to be tested by the market.