The end of 2023 is approaching, and it is time for the critical stage of "shelling" of listed companies at risk of delisting.
Wind data shows that as of December 11, 45 A-share listed companies have been delisted in 2023.
In order to achieve the goal of "shell", many controlling shareholders have reached out to help, some actively borrow, exempt the debts of listed companies, some give away high-quality assets free of charge, and some are willing to take over loss-making assets
According to industry analysts, the "shell" behavior of some listed companies may bring some negative impacts, and some companies may achieve the "shell" goal through improper means, such as market manipulation and misrepresentation. These actions not only harm the interests of investors, but also undermine the fairness and transparency of the market.
Gifting, receiving.
The controlling shareholder became a shell "rescue team".
Selling assets, lightning mergers and acquisitions, surprise income increases, free gifts...Historically, delisting risk companies have used a variety of "self-rescue" tricks. Among them, the controlling shareholder of the boss company plays a prominent role as a "rescuer".
Taking *ST Joyvio as an example, due to the negative audited owner's equity attributable to shareholders of listed companies in 2022, *ST Joyvio** has been put on delisting risk warning.
Subsequently, Joyvio Group, the controlling shareholder of *ST Joyvio, went to the rescue. On October 26, *ST Joyvio announced that in view of the company's demand for daily working capital turnover, in order to further support the business development of the company and its subsidiaries, *ST Joyvio Group, the controlling shareholder of *ST Joyvio, has provided *ST Joyvio with no more than 3 billion yuan and no more than 1On the basis of $4.5 billion, no more than $5US$4.5 billion or equivalent of approximately RMB4 billion borrowing.
Not only that, on November 29, *ST Joyvio issued another announcement that the controlling shareholder Joyvio Group agreed to waive the company's debt principal of about 8$3.9 billion and related interest payable of approximately 24.2 billion yuan. At the same time, the subsidiaries of Joyvio Group decided to forgive the debts of the subsidiaries of *ST Joyvio for a total of US$99.93 million.
Based on the exchange rate on December 7, 99.93 million US dollars is equivalent to about 7 yuan1.5 billion yuan. According to this calculation, as the controlling shareholder, Joyvio Group, while actively providing loans to *ST Joyvio, the total debt principal and interest waived by Joyvio Group and its subsidiaries to *ST Joyvio this time is nearly 1.8 billion yuan.
It is still doubtful how effective the joint shell is, and whether it can help *ST Joyvio completely get rid of the delisting crisis.
Joyvio Group is not the only controlling shareholder in such a "bold" way.
On November 23rd, *ST Tongda signed a "Gift Agreement" with Shanghai Chunming Investment *** Shanghai Chunming"), Shanghai Chongchuang Investment Partnership (Limited Partnership) ("Shanghai Chongchuang", together with Shanghai Chunming as the "Donor"), and Shanghai Langlv Building Technology Co., Ltd. (*** Target Company), and the Donor will hold a total of 51 target companies0198% of the equity was donated to the listed company, and *ST Tongda agreed to accept such gift. After the completion of the gift, it is expected to have a certain impact on the financial statements of *ST Tongda.
The donor is not Cinda Investment, the controlling shareholder of *ST Tongda, but this donation is inseparable from the help of Cinda Investment. This is because, on November 23, Cinda Investment signed a "Strategic Cooperation Agreement" with Shanghai Chunming, taking into account the cooperation content involved in the agreement, so this gift was made to enhance the ability of *ST Tongda to continue to operate.
The relevant announcement also mentioned that in order to enable the listed company to establish the main business of sustainable development, prevent the risk of the target company's receivables, and protect the interests of all shareholders of the listed company, Cinda Investment 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.
In addition to the gift, there is also the controlling shareholder who plays the role of "receiver".
On November 21, *ST Tianwo announced that it intends to pay 1 yuan to Shanghai Hengdian (a wholly-owned subsidiary of *ST Tianwo's controlling shareholder) 80% of the equity of China Machine Power held by it. After the completion of this transaction, *ST Tianwo will divest China Machine Power, an energy engineering service entity with serious losses in the past year.
Behind the "shell" tricks.
Regulatory scrutiny. The "shell" tricks are continuous, which frequently arouses the attention of regulators.
ST Zuojiang** will be put on delisting risk alert from May 4, 2023. On June 28, *ST Zuojiang issued a voluntary information disclosure announcement on the signing of important contracts for daily operation by its holding subsidiaries, saying that the contract amount is 51 million yuan, which is expected to have a positive impact on the company's operating performance in 2023. On September 26, *ST Zuojiang issued an announcement on the foreign investment and launch of the server project of Zuojiang (Shaoguan) Technology, a holding subsidiary, saying that it is conducive to further improving and optimizing the company's existing industrial layout and business structure, and enhancing the company's comprehensive competitiveness and corporate brand influence.
The release of the above two announcements is believed by the outside world to be actively saving itself, but whether it is signing a large contract or actively laying out new business, the final effect is what the outside world is most concerned about.
On November 4, the Shenzhen Stock Exchange issued an inquiry letter to *ST Zuojiang, which mentioned the above two announcements and required the company to explain whether there has been substantial progress in the above-mentioned matters one by one, and fully remind them of the possible uncertainties and risks in combination with the above-mentioned matters. Until December 10, *ST Zuojiang had not replied to the above letter of inquiry, and had applied for an extension five times during this period. On December 1, *ST Zuojiang received a notice of filing a case issued by the China Securities Regulatory Commission, and the China Securities Regulatory Commission decided to file a case against *ST Zuojiang in accordance with relevant laws and regulations due to suspected violations of information disclosure laws and regulations.
The above-mentioned *ST Jiawo, *ST Tongda and *ST Tianwo have also received letters of concern or inquiry from the regulators.
The Shenzhen Stock Exchange requires *ST Joyvio to explain whether there are other agreements or potential arrangements that should be disclosed and undisclosed by the parties to this debt waiver, and whether it constitutes a package transaction with this debt waiver agreement. The Shenzhen Stock Exchange requires *ST Tianwo to disclose the accounting treatment and profit and loss impact of the 80% equity of the transferred target assets, and further explain the necessity of the transaction and the fairness of the transaction.
The SSE requires *ST Tongda to provide additional information on whether the follow-up arrangements agreed in the strategic cooperation agreement are mutually premised on the gift, whether there are other benefit arrangements, whether it constitutes a package transaction, and whether it constitutes a material negative situation that the company cannot include Longgreen Technology in the scope of the consolidated statements; Combined with the main provisions of the articles of association, the composition of the board of directors, the specific arrangements for business decision-making and the voting arrangements for major events, etc., it is explained whether the listed company can exercise control over the above targets after the donation is completed.
Bai Wenxi, Chief Economist of IPG China, said: "The 'shell' behavior of listed companies will have a certain impact on the resource allocation of A** field. Some companies may use unfair means to achieve the goal of "shelling", which will allow these companies to continue to survive in the market, while some high-quality companies may face the risk of delisting due to changes in market conditions or other reasons. In addition, the 'shell' behavior may also cause the stock price of some companies to fluctuate significantly, which can make it difficult for investors to make the right investment decisions. Therefore, the regulatory authorities need to strengthen the supervision and crackdown on the 'shell' behavior of listed companies, promote the fairness and transparency of the market, and enable the better allocation of market resources. ”
During the year, 45 companies were delisted.
The value of shell resources changes.
Wind data shows that as of December 8, 45 A-share listed companies have been delisted in 2023.
The implementation of the registration-based system means that ST shares face a higher risk of delisting. If there is a problem with the company's financial position or information disclosure, the delisting mechanism may be triggered.
On April 10, at the listing ceremony of the first batch of enterprises under the registration-based system on the main board of the Shanghai and Shenzhen Stock Exchanges, Yi Huiman, chairman of the China Securities Regulatory Commission, said that the changes brought about by the registration-based reform are all-round and fundamental, and the issuance and listing system with information disclosure as the core has withstood the test of the market, and the key system innovations such as trading and delisting have achieved remarkable results.
Yi Huiman pointed out that compared with the approval system, the implementation of the registration system not only involves changes in the subject of review, but also more important changes are reflected in four aspects: changes in concepts, changes in gatekeeping methods, changes in transparency and changes in regulatory law enforcement. Practice shows that the reform of the registration system is a reform that touches the underlying logic of supervision, a change that is inward-looking, and a change that affects the overall situation of the capital market, and has a far-reaching impact.
Bai Wenxi, chief economist of IPG China, believes that with the implementation of the registration system, the value of "shell resources" has changed greatly. Under the registration system, the listing procedures of listed companies are simpler and more standardized, and the supervision has become stricter, which makes it difficult for some companies to meet the standards for listing, and the value of "shell resources" has also decreased significantly, while the information disclosure and disclosure of listed companies have become more transparent and standardized, which allows investors to better assess the value and risk of the company.
According to his observation, with the development of science and technology and changes in the market environment, the "shell resources" of some traditional industries are no longer as attractive as before. On the contrary, the "shell resources" of some emerging industries are more concerned and sought after by investors.
Beijing News Shell Financial News Reporter Yan Xia Editor Chen Li Proofreader Li Lijun.