Reporter Xie Lan and Cao Weixin.
In 2023, as the capital market reform enters the "deep water area", as the cornerstone of the capital market, the overall performance of A-share listed companies at the capital level is active, and it also presents a trend of "two heavens".
On the one hand, the enthusiasm for buybacks of listed companies continues to rise, and the "progress bar" of increasing holdings is constantly refreshed, showing the market the confidence of management and shareholders in the future development potential and value of the company, and sending a signal that the company's value is underestimatedOn the other hand, there are still many companies that are deeply involved in the "equity dispute", which not only adversely affects their own production and operation, but also damages the interests of investors.
Looking forward to 2024, how to improve corporate governance, optimize operational efficiency, convey confidence to the market, and achieve valuation reshaping will remain key issues for A-share listed companies.
Large-scale buybacks and holdingsBoost market confidence
On December 15, the China Securities Regulatory Commission revised and issued the "Rules for Share Repurchase of Listed Companies", focusing on improving the convenience of share repurchase, further improving the repurchase restraint mechanism, promoting listed companies to attach importance to repurchase, implement repurchase, standardize repurchase, and actively safeguard the company's value and shareholders' rights and interests.
This also adds a strong touch to the repurchase and increase of holdings in the A** field in 2023. According to Flush iFinD data, as of 12 o'clock on December 27, 2023, a total of 698 companies have issued repurchase plans during the year, with a total upper limit of 1318 funds to be repurchased3.8 billion yuan. Among them, more than 100 companies have completed the buyback, and nearly seventy percent of the companies have started to implement the buyback plan.
While the scale of repurchase is growing steadily, under the leadership of industry leaders such as Midea Group, BOE A, and Urban Construction Development, cancellation repurchase has become a new trend in the repurchase of listed companies. According to the incomplete statistics of the ** reporter, from the beginning of December to December 27, there were more than 150 cancelled repurchase companies, and in September and October, the number of cancelled repurchases was 87 and 75 respectively, showing a significant increase trend.
Large-scale buybacks of listed companies can enhance investor confidence, especially market value management buybacks and write-offs. Theoretically, write-off buybacks can reduce the company's outstanding shares and increase EPS (earnings per share). From the perspective of stock price performance, companies that have issued market value management repurchase plans have obvious excess returns within a quarter. Deng Yulin, co-chief analyst of the strategy of the League of Nations, told the reporter.
The "progress bar" of the increase in holdings of important shareholders of listed companies is also constantly being refreshed. According to Flush ifind data, as of 12 o'clock on December 27, 2023, 1,284 companies have been increased by important shareholders, with a total of 129 additional shares5.8 billion shares.
It is worth noting that a large number of listed companies, such as Poly Development, YTO Express, Aimeike and Hengtong Shares, have adopted a "two-pronged" approach of repurchase and shareholder holdings.
'Buyback + Increase' is based on the recognition of the company's long-term investment value, as well as confidence in the future product matrix, brand value and the company's development prospects. The relevant person in charge of Aimeike told the ** reporter.
According to public information, Aimeike has completed the repurchase plan on December 8, repurchasing a total of about 1.17 million shares, accounting for about 054%, costing nearly 400 million yuan. In addition, in October this year, Jian Jun, the actual controller and chairman of Aimeike, announced that he planned to continue to increase his holdings of the company's shares within 6 months with his own funds, with an increase of not less than 50 million yuan and no more than 100 million yuan.
The relevant person in charge of the above-mentioned Aimeike said: "We want to convey positive emotions to investors, effectively safeguard the interests of small and medium-sized shareholders, and demonstrate the company's confidence in economic recovery." ”
The controlling shareholder and actual controller of a listed companyVoluntary termination** of the plan
In 2023, the shareholders of A**field will usher in the strictest "tightening spell" in history.
On August 27, the China Securities Regulatory Commission issued a notice on "Further Regulating the Behavior of Shares", clarifying that if a listed company has a broken issue or broken net, or has not paid cash dividends in the past three years, and the cumulative cash dividend amount is less than 30% of the average annual net profit in the past three years, the controlling shareholder and actual controller shall not pass the secondary market ** the company's shares. On September 26, the Shanghai and Shenzhen Stock Exchanges officially issued the "Notice on Further Regulating the Behavior of Shares", which strictly, realistically and carefully regulated the behavior of shareholders, and at the same time blocked the possible loopholes such as "disguised" and "curve".
*After the implementation of the new regulations, the controlling shareholders and actual controllers of listed companies have successively taken the initiative to terminate the ** plan according to the requirements of the new regulations. There are also shareholders of the company who take the initiative to terminate the ** plan out of the intention of stabilizing market expectations. In addition, some shareholders of the company voluntarily promised not to ** the company's shares within a certain period of time.
*Under the power of the new regulations, the scale of important shareholders of listed companies (including controlling shareholders, actual controllers, major shareholders, directors, supervisors and senior executives) has decreased significantly. Flush ifind data shows that from August 28 to December 27, the amount of important shareholders of listed companies decreased by 66 year-on-year83%。
Wang Jincheng, a strategic analyst at Guosheng, said in an interview with the reporter: "The new regulations focus on restricting major shareholders, reflecting the protection of the legitimate rights and interests of small and medium-sized shareholders. ”
From the perspective of policy effectiveness, after the implementation of the new regulations, the scale of industrial capital has shrunk significantly, and some companies have also taken the initiative to publicly announce the suspension of the plan. This not only alleviates the actual pressure of capital supply and demand in the capital market, but also provides some support for enhancing market investment confidence. Wang Jincheng said that in the long run, the development of China's capital market will pay more attention to the functional trade-off between financing support and shareholder returns, not only to strongly support the financing and economic construction of the real economy, but also to smooth the exit and replacement of industrial capital, and promote the benign interaction between the capital market and the real economy.
Zheng Zhigang, a professor at the School of Finance and Economics of Chinese University, also told the reporter that the new rules are good news for investors, which means that major shareholders will show a long-term attitude in their share holdings, which is conducive to the stability of listed companies' stock prices.
Publicly traded companiesThe spin-off craze continues to heat up
While actively improving the valuation level of listed companies through buybacks, shareholder increases and terminations, spin-offs and listings have also become an important means for many listed companies, especially state-owned enterprises, to reshape the valuation of listed parent companies and subsidiaries to be listed, broaden financing channels and improve operating efficiency.
In 2023, the willingness of listed companies to spin off and list will continue to be high, and A-share companies and Hong Kong-listed companies will compete to spin off. The latest spin-off listing case is the successful "H split" of Hong Kong stock Jinma Energy on December 20, and the subsidiary Henan Jinyuan Hydrochemical Co., Ltd. officially landed on the Hong Kong Stock Exchange, which is also the first case of the country's coal company spin-off hydrogen energy subsidiary listing.
According to the statistics of Oriental Wealth Choice, as of 12 o'clock on December 27, 2023, a total of nearly 100 listed companies issued spin-off and listing-related announcements during the year, of which 54 companies threw out their spin-off and listing plans for the first time.
Up to now, a total of 8 A-share listed companies have completed the A-share listing plan of their subsidiaries through "A split A". Among them, two subsidiaries of Yonyou Network were successfully spun off and listed. The spin-off listing destination has also been expanded from the main board, the science and technology innovation board, and the growth enterprise market to the Beijing Stock Exchange. Specifically, Jin Jiang Shipping is listed on the main board of the Shanghai Stock Exchange;Yonyou Automobile, Youche Technology, Tianma Intelligent Control, and Xi'an High Court were listed on the Science and Technology Innovation Board of the Shanghai Stock ExchangeMeixin Yishen, Tianli Composite, Dingzhi Technology and Hongyu Packaging Materials were listed on the Beijing Stock Exchange.
Spin-off and listing is an inevitable choice for large companies after they reach a certain stage of development. Zheng Zhigang said that on the one hand, the spin-off and listing can make the parent company's functional positioning clearer;On the other hand, it makes the subsidiary an independent business entity, which can directly obtain financing from the external market, and is conducive to improving internal governance and making flexible adjustments to changes in the external environment.
Chen Li, chief economist and director of the research institute of Sichuan Cai**, is also optimistic about the role of spin-off and listing in reshaping the valuation system of enterprises. "The spin-off listing will revalue the equity of the spin-off part of the listed company to achieve the effect of 1+1>2. If the spin-off company has a complete industrial chain foundation or important industrial support, the value of these subsidiaries that were originally incubated within the listed company will be demonstrated again. Chen Li said.
Equity battlesYou sing and I'll appear
In 2023, there are still some listed companies that are mired in "infighting". A number of listed companies, including Zhongju High-tech, Electric Power Research Institute, Palin Biotechnology, Hengli Industry, Nanjing Iron and Steel Co., Ltd., *ST Yuebo, etc., have successively ignited equity disputes, reflecting the disorder of corporate governance structure and low level of governance.
The "Treasure Fire Dispute" is the most typical case. Around the control of soy sauce giant Zhongju High-tech, the contradiction between Torch Group, the largest shareholder of Zhongju High-tech, and Zhongshan Runtian, the second largest shareholder of Baoneng, was directly exposed on the "table", and even staged a physical conflict for a time. In response to the long-standing disputes between the two sides, the outside world also conducted in-depth discussions on the corporate governance issues of Zhongju High-tech, whether to maintain stable operation, whether interests have been infringed, whether the value has been improved, and whether the behavior of both parties in the internal struggle is legal and compliant. In the end, with the convening of the extraordinary general meeting of shareholders of Zhongju High-tech, the directors of Baoneng were removed and lost actual control of the listed company, and the "Baohuo dispute" also came to an end.
In addition to Zhongju High-tech, under the focus of supervision and shareholder games, the equity battles of listed companies such as Palin Biotechnology and Nanjing Iron and Steel Co., Ltd. have also been "extinguished", but there are also individual companies that are still infighting.
Taking *ST Yuebo as an example, the battle for control of the new and old controllers, which has lasted for nearly a year, is still fermenting. An anonymous source familiar with the matter recently told reporters that Li Zhanjiang, one of the parties involved, temporarily regained the position of chairman through a lawsuit and tried to organize the resumption of work and production of employees who had left the company. The new actual controller, He Jing, quickly counterattacked, and its holding company, Rundan Technology, quickly proposed to the listed company to increase the temporary proposal of the fourth extraordinary general meeting of shareholders in 2023, and once again proposed to remove Li Zhanjiang as a director. On the evening of December 26, the resolution of the general meeting of shareholders disclosed by *ST Yuebo showed that the "Proposal on the Removal of Li Zhanjiang as a Director" was deliberated and passed by the general meeting of shareholders. The board of directors held immediately elected He Jing as the chairman.
Wang Zhibin, a lawyer at Shanghai Minglun Law Firm, said that the dispute over shareholders' rights and interests is mainly a matter of control, which will also give rise to many other disputes, such as the right to know, the right to dividends, and the right to income. Shareholder infighting will inevitably lead to the company's failure to operate steadily, and most of the results will be a lose-lose situation.
As long as the idea of life and death is abandoned, the two sides remain rational, and through democratic consultation, most of the equity disputes can be resolved. Zheng Zhigang called on relevant listed companies to take active actions, and the sooner the equity dispute is resolved, the more beneficial it will be to the company, investors and both sides of the dispute.
* |Station cool Hailuo production |Zhang Wenling