Author丨Zhao Yunfan.
Editor丨Wu Yanling.
Figure source丨Figure worm.
Since the IPO reform and phased tightening in August this year, the review conditions of the IPO industry in Shanghai and Shenzhen have become stricter, the number of accepted cases has decreased sharply, and the peak of IPO enthusiastical declaration has been tested since September, and the direct financing market has entered a cold winter.
On the other hand, at the moment when the door of IPO is slightly hidden, the ancient operation mode of the capital market of "shell speculation" has recently had a "resurgence".
"Recently, there have been many aspects of the search for shell resources," he saidA senior investment banker confirmed to the 21st Century Business Herald reporter that there has indeed been an active backdoor buyer in recent days, and told the reporter that most of these buyers are private enterprises.
The so-called "shell buying" refers to obtaining the status of the controlling shareholder of the listed company through equity transfer, participating in asset restructuring and other means, and then promoting the company's further asset injection into the listed company or business reorganization, so as to avoid listing through IPO.
Although the market is very enthusiastic about purchasing, according to the reporter's understanding, it is not easy to go public through the backdoor and backdoor approach.
Detour listing or "shell frying"?
Choice data shows that since September 28, Ganzhou Water and Hete Energy were accepted by the main board of Shenzhen and the main board of the Shanghai Stock Exchange, and the three companies of Nabaichuan, Haojida and Sanqing Internet were accepted by the ** gem, as of December 13, there have been no cases of IPO acceptance in Shanghai and Shenzhen.
At the same time, since October, a total of 15 companies have been accepted for IPOs on the Beijing Stock Exchange, while the number of IPOs accepted by the Shanghai and Shenzhen Stock Exchanges in the same period was zero.
While the Beijing Stock Exchange can still provide a venue for corporate capitalization, most companies still want to be listed on the Shanghai and Shenzhen stock exchanges, where they can enjoy full liquidity and full refinancing potential.
As a result, "shell resources" have become a reserved means for many enterprises to capitalize on the "curve to save the country".
The reporter noted that a number of small-capitalization listed companies have recently announced changes in control. Among them is Tianqi Mould (002510.)SZ), Zhongtian hardcover (002989SZ), electrical alloys (300697SZ), *ST Garden City (600766SH), Sanxiang Impression (000863SZ) and so on.
Among them, except for *ST Garden City, most of the cases in which the transferee has been disclosed, are still acquisitions led by local state-owned assets. However, the situation of the negotiator of *ST Garden City borrowing money to buy shells at high interest rates has attracted more attention from the market.
On the evening of November 20, *ST Garden City disclosed the company's controlling shareholder transfer plan for the first time, and Xu Chengdong, the actual controller of the company, planned to transfer 466930,000 shares, accounting for 11% of the company's total share capital, with a total transfer price of 35.4 billion yuan.
However, the establishment of the transferee target has been questioned by all parties. According to industrial and commercial information, the company was established on November 13, 2023, a week before the disclosure of the change of control plan. Tianjin Woshang Tongchuang, the controlling shareholder of Tianji Tongsheng, was established on November 9, 2023. Due to the extremely short establishment time of the transferee, the limited registered capital, and the doubtful funds transferred**, the transfer plan immediately received an inquiry letter from the Shanghai Stock Exchange.
Thereafter, on December 4, *ST Yuancheng submitted a reply letter, saying that the transferee's funds were funded by Tianji Tongsheng with 100 million yuan, and the remaining part was borrowed from Tianjin Woshang Tongchuang600 million yuan, the loan term is 36 months, and the borrowing interest rate is 10% higher than the bank's benchmark interest rate. In addition, Tianjin Woshang Tongchuang's paid-in funds** also borrowed from the upper shareholders of its controlling shareholder, Shanghai Wogui, and the interest rate was 10% higher than the bank's benchmark interest rate.
The establishment of new entities, nested layers, heavy loans, and the change of control of *ST Garden City have triggered the market's vigilance against "shell speculation".
Although there are many buyers who negotiate for shell resources, in fact, a large number of these companies are still far from the conditions of the IPO. The above-mentioned investment banker told reporters.
In addition, he also revealed that although the ** index is not very sluggish, the current "shell price" is actually not low because the shell speculation is very hot.
Another investment banker told reportersAs the value of the shell is currently being speculated again, except for some buyers who do want to restructure by buying shells, it is not excluded that they hope to earn the difference by buying and selling.
The success rate of backdoor is not high
Backdoor listing is actually a little unfamiliar to investors who have only come into contact with the capital market in recent years.
At the beginning of 2013, due to the suspension of IPOs in the two cities, backdoor listings were not uncommon. From 2013 to 2015, about 30 companies successfully implemented backdoor listings every year.
However, since 2018, with the advancement of the registration-based system, backdoor listings have gradually decreased, and due to the convergence of backdoor financial qualification review and IPO enterprises, there are few backdoor listings through restructuring review.
In fact, in 2018, the China Securities Regulatory Commission (CSRC) had a series of policy arrangements for companies that were rejected by IPOs to be merged into listed companies through restructuring. For example, if the IPO is rejected, the company can only plan to go public through restructuring at least three years later. However, the policy was later relaxed in the middle of the year, and the three-year waiting period was also relaxed to six months.
At the same time, in order to avoid direct rejection during the application process, IPO application acceptance enterprises will also adopt a similar voluntary withdrawal method, retaining the possibility of corporate restructuring and listing, including the review pressure brought by the rejection - and even obstacles.
However, the relaxation of conditions has not substantially lowered the threshold for backdoor listing.
According to the reporter's statistics, since the beginning of this year, only Luchang Technology (002813SZ), Ribo Fashion (603196SH), Dalian Thermal Power (600719SZ), China Avionics Survey (300114SH) launched a backdoor listing plan. Among them, Jinyuansheng's backdoor daily broadcast fashion plan has been aborted in November this year, and AVIC and Luchang Technology have been grafted with state-owned enterprise assets Chengfei Group and Zoomlion Gaofei respectively, and Dalian Thermal Power backdoor has also been grafted by the 100 billion private giant Hengli Petrochemical (600346SH) spin-off and listing Kanghui New Materials dominated.
For example, Fuda Alloy (603045., which is planning to borrow backdoor in 2021SH) recently announced the termination of Sanmenxia Aluminum's backdoor plan for the company after the collapse of its restructuring plan.
In other words, if it is not for the strength of the company, the backdoor listing may not be a smooth road for enterprises to achieve capitalization.
As for the probability of backdoor success, the above-mentioned investment bankers told reporters that in today's market conditions, "at most one or two orders" a year.
"There are very few successful cases of backdoor listings, only a few cases a year. If it is to buy a backdoor listing through a backdoor listing, we will really try to dissuade it as much as possible. The above-mentioned investment banker said.
sfc
Editor of this issue: Liu Xueying, Xi, Song Jiayao.
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