At the end of each year, when listed companies conduct performance inventory, some companies with delisting risks have reached a critical stage. According to the current operation dynamics of various ST companies, this year's "shell war" has quietly started.
Judging from the situation over the years, there are various "self-help" tricks for delisting risk companies: there are cheap asset sales, lightning mergers and acquisitions, the establishment of new companies to increase income by surprise, and the ...... of giving away assets free of chargeIt can be said that I have done everything I can. This year is no exception, during the important period of annual audit and financial statement preparation, some delisting risk companies have begun to operate assets again, trying to avoid delisting risks by optimizing their balance sheets.
On the precipice of delisting, some listed companies are struggling, which seems to be understandable, but if the company itself lacks the ability to continue to operate, showing off the "financial skills" style of "shell" behavior is tantamount to drinking water to quench thirst.
A number of analysts told the ** Times reporter that delisting risk companies can improve the company's financial situation through surprise transactions in a short period of time, but there is still great uncertainty in the performance in the medium and long term. In the context of the current crackdown on the evasion of delisting, the difficulty of "fancy shell" has increased, and only by truly reborn, absorbing high-quality profitable assets, and restoring hematopoietic capacity can we complete the transformation from "shell protection" to "shell optimization".
ST company offered a "shell big move".
Towards the end of the year, in the case of the shell crisis, another delisting risk company made a big move, which also attracted the attention of the regulator.
Recently, *ST Tongda officially announced that it had received the assets of the "Landsea series", which attracted the attention of the Shanghai Stock Exchange. According to the company's announcement, the company signed a "Gift Agreement" with Shanghai Chunming Investment, Shanghai Chongchuang Investment Partnership (Limited Partnership) and Shanghai Langlv Building Technology Co., Ltd., and accepted a total of 51 Shanghai Langlv Building Technology Co., Ltd. donated by Shanghai Chunming and Shanghai Chongchuang02% equity.
At the same time, in order to ensure the smooth progress of this gift, Cinda Investment, the controlling shareholder of the company, issued an unconditional and irrevocable commitment: if the audited accounts receivable and contract asset book balance of the target company as of December 31, 2023 cannot be recovered within 6 months after the expiration date of the contract, Cinda Investment will repay it on its behalf, and shall not recover from the listed company in the future.
ST Tongda was "wearing a hat with stars" due to the negative audited net profit attributable to the parent company in 2022 and the operating income of less than 100 million yuan, which is currently a critical period for the company to "protect the shell". If *ST Tongda's operating income in 2023 is less than 100 million yuan and the net profit is negative (the net profit after deducting non-recurring gains and losses, whichever is lower), or the 2023 financial and accounting report is issued with an audit report that cannot express an opinion or a negative opinion, the company** will be delisted after the disclosure of the 2023 annual report due to hitting the financial delisting indicators.
In response to this incident, the Shanghai Stock Exchange quickly issued an inquiry letter, requiring *ST Tongda to disclose relevant matters related to this incident, including whether it constitutes a package transaction, whether it constitutes a major negative situation in which the company cannot include Longgreen Technology in the scope of consolidated statements, whether it can implement control after the donation is completed, and the impact on the 2023 annual financial report.
Coincidentally, *ST Tianwo also recently announced that the company intends to pay 1 yuan to Shanghai Hengdian Industry *** referred to as Shanghai Hengdian Industrial *** referred to as Shanghai Hengdian ) *** held 80% of the equity of China Machinery National Power Engineering *** referred to as China Machine Power).
It is reported that Shanghai Hengdian is a wholly-owned subsidiary of Shanghai Electric Holding Group, the controlling shareholder of ST Tianwo. *ST Tianwo said that through the above transaction, the company will divest the energy engineering service entity Zhongji Power, which has suffered serious losses in the past year, and after the completion of the transaction, the energy engineering service related income of the listed company will decline significantly.
Due to the negative audited net assets in 2022, *ST Tianwo was put on delisting risk alert. For *ST Tianwo, which is free from the risk of delisting, whether it can successfully divest Zhongji Power before the end of the 2023 fiscal year is a key step for the company to "come back from the dead".
In addition, some delisting risk companies temporarily resolve their debt crises through bankruptcy reorganization procedures, thereby achieving "shell reorganization", but the company's continuing operations and profitability recovery after the completion of the judicial process are still uncertain.
The normalized delisting mechanism has gradually taken shape
With the implementation of the comprehensive registration system, the corresponding normalized delisting mechanism has gradually taken shape, and an orderly capital market ecology is accelerating.
According to wind data, so far this year, 45 A-share companies have been delisted, of which 44 are mandatory to be delisted, more than 41 in 2022.
The improvement of the delisting system has played a very positive role in promoting the improvement of the quality of listed companies. If some companies with poor performance and poor financial status cannot meet the standards of the capital market, their continued existence will pose a greater risk to the development of the entire market. Companies that have been forcibly delisted can also pay more attention to their own operations and management, and strive to re-list by improving the overall quality of the company. Liu Yan, chairman of Anjue Assets, told the ** Times reporter.
In his view, the delisting system has actually played a good role in alerting and spurring all listed companies. In particular, it is necessary to resolutely crack down on those black sheep who have fraudulent issuance, information disclosure and falsification, and never be soft, not only to forcibly terminate the listing qualifications of such companies, but also to make them face the legal claims of investors, and let the relevant responsible personnel bear the economic and legal consequences, which is very important for maintaining the fairness and justice of the market and laying the cornerstone role of the capital market.
With the in-depth implementation of the new delisting regulations, in recent years, the regulator has continuously increased its efforts to clear out, closely focused on the year-end surprise trading behavior of listed companies, and carried out on-site inspections through "digging into the roots" type of inquiry, so that the "fancy shell" behavior has nowhere to hide.
The delisting system in the current market pays more attention to the sustainable operation ability of listed companies, weakens the once single net profit index, and at the same time increases the normative delisting index and strictens the delisting procedure. This series of adjustments has reduced the feasibility of listed companies to implement shell protection through special means near delisting. Yang Ruyi, general manager of Kuwang Investment, said to the ** Times reporter that after the implementation of the new regulations, the cost of shelling listed companies has risen sharply and is irreversible. At present, the significance of shell protection is gradually declining, and investors also need to be cautious about the behavior of listed companies to protect shells and participate cautiously.
Taking a step back, even if the listed company is lucky enough to successfully protect the shell through surprise transactions and other means, although it solves the "urgent need" of the company's delisting, it leaves more hidden dangers in the market. Liu Yan believes that except for those companies that can be reborn through real mergers and acquisitions, the vast majority of companies with poor quality, even if they have taken some short-term measures, such as surprise transactions, to improve the company's financial situation, but there is still great uncertainty in the performance in the medium and long term, in this case, the shell behavior may only be to prolong the company's survival time, and do not really enhance any actual value of the company.
Liu Yan further pointed out that the shell behavior actually has a very adverse impact on the resource allocation of the A** field, and they have existed for a long time and make waves from time to time, which seriously interferes with the optimal allocation of resources in the market. These shell enterprises occupy a large amount of market resources, and the value of truly excellent enterprises is often difficult to fully reflect.
Restoring hematopoietic capacity is key
A number of historical cases have shown that the "fancy shell" behavior will eventually be in vain, and only through rebirth reform and innovation or transformation and upgrading can we return to the road of sustainable development.
Chen Xingwen, chief investment officer of Blacksaki Capital, pointed out in an interview with a reporter from the ** Times that from a fundamental logic, shell protection is only a "life-sustaining pill" for listed companies to avoid the punishment of delisting, and it is not a long-term solution. In the final analysis, listed companies need to essentially change and optimize the structure of their main business, build a nest to attract high-quality profitable assets and businesses, continue to expand the market scalability and profitability of the optimized main business to improve financial performance, and continue to attract strategic investors with primary and secondary linkage to form a capital alliance through a series of mergers and acquisitions, so as to completely complete the transformation from "shell survival" to "shell optimization".
He believes that the shell behavior may be due to the company's current business problems, but the real solution is to make a profound adjustment to the business model and strategy. Companies need to look at their core business, identify weaknesses and look for new areas of growth. This may include changes in product innovation, market expansion, or service upgrades. Through mergers and acquisitions, new resources and capabilities can be obtained for the company, but the key is to ensure that the assets introduced are in line with the company's core competitiveness and strategic direction.
"Shell" is only a temporary move, but the company's long-term goal should be to pursue business optimization and healthy development. Chen Xingwen said that this requires long-term efforts and investment to ensure that the company can continue to create value in the market.
Compared with the previous delisting mechanism, the registration system makes delisting more rapid and efficient. For companies with weak performance and financial concerns, they can exit the market more quickly and reduce market risk. This puts forward higher requirements for the continuous operation of listed companies, that is, the company should always pay attention to changes in the market environment, and constantly adjust and optimize the company's business strategy to adapt to changes in the market environment.
Chen Xingwen said that a more market-oriented delisting mechanism is expected to stimulate listed companies to be more proactive in improving their business levels, maintaining good operating conditions, and promoting market vitality while responding to changes in the market environment.
Editor-in-charge: Zhu Yumeng.
Proofreading: Wang Wei.
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