Prior to that, the 18 months + 20% discount fixed price war investment was questioned by the market on the determination of war investment, the fairness and rationality of the mechanism. On July 23, interface news reporters learned from a number of investment banks that in the new regulations on refinancing just implemented on February 14 this year, the 18 months + 20% discount price lock-in fixed increase to support strategic investors was stopped by the window guidance.
An investment bank official of a head securities firm in East China clearly stated that the window guidance was true. At present, the (War investment and fixed increase) projects are gradually adjusting plans, and the projects reported 18 months (lock-in period) are required to be locked for 36 months (instead), otherwise they are not released.
Adjustment or termination of multiple war investment fixed increase items
Since then, Jiuqiang bio (300406. SZ) and Zhongcheng shares (000151. SZ) which adopted the 18 months + 20% discount fixed price increase announced in May to extend the lock-in period to 36 months, and the fixed increase was approved soon. However, industrial medical (300677. SZ) has not received the approval of the CSRC since it announced the extension of lock up period in early June.
Since July, many listed companies have adjusted or terminated the fixed increase plan.
On the evening of July 14, Yaoshi Technology (300725. SZ) announced that it had terminated the previous non-public offering of shares, and issued a new fixed increase plan. In the initial fixed increase plan, Yaoshi technology adopted the mode of lock price issuance. The price of non-public shares was 61.04 yuan / share, and the total amount of fund-raising was no more than 650 million yuan, which was fully subscribed by Xingquan fund. In the new plan of Yaoshi technology, it is planned to raise no more than 935 million yuan from no more than 35 specific investors, and the lock-in period has changed from 18 months to 6 months.
On the evening of July 22, ofight (002456. SZ) also revised the fixed value-added scheme, changing no more than 35 specific investments including China Construction Investment Group and Hefei Heping to no more than 35 specific investors.
What attracted the markets attention was that on the evening of July 22, Carlyle (002821. SZ) revised the fixed increase plan. In addition, the target of fixed increase was changed from Hillhouse capital to 35 specific investors. In addition, the issuance price was no longer locked, and the sales restriction period was changed from 18 months to 6 months, and the use of funds was changed from fully replenishing the companys working capital It is more used for the expansion of one-stop service platform of innovative medicine. In February this year, Carlyle had announced that it plans to raise 2.3 billion yuan in non-public offering, which will be fully subscribed by Hillard capital.
But this does not mean that Hillhouse cant participate in the subscription. If the approval document can be obtained successfully, the inquiry issue will see who has the higher price, and the price will be sent first. In terms of Hillhouse, we think it may participate. We have raised 2.3 billion yuan and the issue price may be higher. If the market environment does not change too much, we may issue fewer shares.
Another market person told the interface news reporter: this time, the increase of kaleidin has changed, and the policy reasons may be more.
According to the original increase plan in February, Hillard capital will participate in the fixed increase at the price of 123.56 yuan per share, with a total investment of 2.3 billion yuan. As a strategic investor, it will become the only subscriber of carlings fixed increase. However, the market has recovered since then. The closing price of carreyin on July 22 was 233.2 yuan / share, which is 88.73% higher than the fixed increase price. Hillard capital has locked in more than 20% in advance 100 million yuan floating surplus.
In fact, in order to match the new regulations and the status of strategic investor, Hillhouse capital has promised to establish a cooperative relationship between the invested enterprises and Klein, and promote the pharmaceutical companies to establish cooperative relations with Carlin through the resource network in the industry. During the period of strategic cooperation, the accumulated orders for Carlin will not be less than 800 million yuan. If it is a strategic investor during the period of strategic cooperation, it will bring about a total of orders of no less than 800 million yuan If the order is less than 800 million yuan, the shares will not be transferred.
But even so, the non-public offering of carling has been adjusted for policy reasons.
18 months + 20% discount is controversial
In February this year, the new version of the refinancing rules issued by the CSRC stipulates that optimize the non-public institutional arrangements and support listed companies to introduce strategic investors. If the board of directors of a listed company determines in advance all the issuing objects and are strategic investors, the pricing benchmark date may be the announcement date of the resolution of the board of directors, the resolution announcement date of the general meeting of shareholders or the first day of the issuance period. The pricing and locking mechanism of the non-public offering shares shall be adjusted so that the issuing price shall not be lower than the companys shares 20 trading days before the pricing benchmark date We will change the average price of 10% to 20%; shorten the lock-in period from 36 months and 12 months to 18 months and 6 months respectively, and do not apply the relevant restrictions of the reduction rules; we will adjust the number of non-public offering objects of the main board (SME board) and gem from no more than 10 and 5 to no more than 35. .
According to the new regulations, qualified strategic investors can participate in the non-public offering of listed companies by means of 20% off the stock price on the benchmark date + 18 months of lock up period.
As a matter of fact, the new regulation provides a broader choice for the pricing benchmark date for war investment to participate in fixed increase, which can be the announcement date of the board of directors resolution, the announcement date of the resolution of the general meeting of shareholders or the first day of the issuance period. Considering that the whole implementation cycle of the fixed increase is relatively long (usually more than half a year), when the market situation is good, the market price of the stock may be earlier The fixed price increase has been greatly increased, which makes the participants of fixed increase obtain safety cushion in advance.
However, there is no specific regulation on the scale of safety cushion.
Wang Jiyue, a former senior Bao Dai, pointed out that although the so-called floating profit is only a virtual calculation in a bull market atmosphere, it is unknown whether to make or lose money after 18 months of lock-in period, but it is obvious that some people are worried about the rationality and fairness of this mechanism.
Wang Jiyue said, before that, the new refinancing regulation changed the issue of lock price of war investment into a 20% discount on the benchmark date of the board of directors for 18 months, which was quite unexpected in the market. Objectively speaking, it is more reasonable for the board of directors to offer a 20% discount for 36 months on the benchmark date of the issue of war investment lock price.
Wang Jiyue believes that it is more reliable to determine the identity of strategic investors by long-term shareholding than to determine the nature of funds or whether there is actual industrial support. And A-share history lock price three years, the case of the final set is everywhere.
As for carling, Wang Jiyue believes that not only is the financing issue that was settled on hold suddenly appears the possibility of issuing failure, even if Hillhead continues to subscribe, the original 18 months strategic support may disappear after 6 months.
Interface news reporters have noticed that while many listed companies have made adjustments to the fixed increase plan under the news of window guidance, some listed companies are trying to break through the barrier.
On the evening of July 22, poten environment (603603603. SH) announced that it planned to raise no more than 802 million yuan of non-public shares to be subscribed by China foreign exchange group. The non-public offering price was 6.44 yuan / share, which was no less than 80% of the average trading price of the companys shares in the 20 trading days before the pricing benchmark date, and the sales restriction period was 18 months.
According to poten environment, Zhonghui groups water treatment business focuses on water supply and municipal sewage, with strong investment and operation capability. Poten environmental business focuses on industrial and park water treatment, with strong engineering design and construction ability, and cultivates business capacity of membrane equipment, soil and groundwater remediation. Both sides have business synergy, and can form a comprehensive system from design, construction to operation management Industrial chain.
On July 23, the stock price of poten environment was 9.5 yuan / share, which was 47.52% higher than the issuance price. It was faced with similar problems with Carlin, and the single strategic investor and stock price significantly exceeded the fixed increase price.
According to Ifind data, 135 listed companies have tried 18 months + 20% discount lock price issuance since this year. Only Dakang agriculture (002505. SZ) has successfully implemented fixed price increase without adjusting the lock period in May this year. 10 companies have suspended the implementation, 123 are in progress, and 1 has not passed the approval of the general meeting of shareholders. Interestingly, the fixed increase initiated by zhongfutong (300560. SZ) in December 2018 was originally approved by the CSRC in September 2019. After the introduction of the new regulations on fixed increase in February this year, zhongfutong immediately revised the fixed increase plan and tried to issue the fixed price with 18 months + 20% discount. As a result, no further information has been received in the examination and approval of the result card. Ifind data also shows that the projects with 18 months + 20% discount participated by Hillhouse capital are jiankangyuan (600380. SZ), guoci materials (300285. SZ) and kailitai (300326. SZ), which have not been approved at present. Source: interface news editor: Yang Bin_ NF4368
Interestingly, the fixed increase initiated by zhongfutong (300560. SZ) in December 2018 was originally approved by the CSRC in September 2019. After the introduction of the new regulations on fixed increase in February this year, zhongfutong immediately revised the fixed increase plan and tried to issue the fixed price with 18 months + 20% discount. As a result, no further information has been received in the examination and approval of the result card.
Ifind data also shows that the projects with 18 months + 20% discount participated by Hillhouse capital are jiankangyuan (600380. SZ), guoci materials (300285. SZ) and kailitai (300326. SZ), which have not been approved at present.