□ Our reporter Xu Jianmin
Since 2004 TCL Group Taking the lead in implementing holistic listing, especially since the split share structure reform, holistic listing has become a long-term hot spot in China's capital market. From TCL Group Wuhan Iron & Steel 、 Baosteel reach Bailian Shares 、 Angang Steel , then Inbound header 、 SAIC Motor The overall listing has become a unique landscape of the capital market. Overall listing has brought significant changes to the fundamental aspects of listed companies. It can be said that overall listing has transformed the listed companies: it has not only improved the asset quality of listed companies, but also improved their profitability; More importantly, a number of listed companies have become big blue chips, which has fundamentally changed the structure of the capital market and greatly promoted the steady and healthy development of the capital market.
Management push
August 23, 2005, China negotiable securities In the Guiding Opinions on the Share trading Reform of Listed Companies jointly issued by the Supervision and Administration Commission, the State owned Assets Supervision and Administration Commission of the State Council, the Ministry of Finance, the People's Bank of China and the Ministry of Commerce, it is clearly stated that "after solving the share trading problem, we should support large enterprises with outstanding performance to achieve overall listing through directional issuance of shares by the listed companies they hold; We will support listed companies to adopt diversified payment methods, such as shares, and carry out mergers and acquisitions through mergers and acquisitions and share exchange acquisitions, so as to promote listed companies to become better and stronger. " At the beginning of November, the CSRC issued the Opinions on Improving the Quality of Listed Companies, which fully affirmed the overall listing and expressed "support for qualified high-quality large enterprises to achieve overall listing". Then the State Council issued the Notice of the State Council on Approving and Transmitting the Opinions of the CSRC on Improving the Quality of Listed Companies (GF [2005] No. 34). In order to comprehensively and thoroughly implement the Notice of the State Council on Approving and Transmitting the Opinions of the CSRC on Improving the Quality of Listed Companies, all parts of the country have put forward their own implementation opinions, One of the important ones is to "support them to achieve the overall listing of the group in the domestic capital market by means of mergers and acquisitions, private placements and other means, and thoroughly solve the problems of improper related transactions and horizontal competition with listed companies." Since the policy supports the overall listing, under the banner of improving the quality of listed companies and making them bigger and stronger, Overall listing has become a strong trend in the capital market.
Curb persistent diseases and significantly improve profitability
Due to historical reasons, more than 70% of China's capital market is state-owned enterprises listed, and the main purpose of state-owned enterprises listed at that time was to shed the burden. Therefore, in the capital market, where the state-owned shares account for about 70%, most of the assets of listed companies are not high-quality assets of state-owned group companies, which are major shareholders. Many listed companies listed in A-share only operate part of the group's assets, which leads to the existence of a large number of related transactions and is not conducive to the establishment of modern corporate governance structure. Listed companies are vividly called "cash machines" of major shareholders, and many problems in the capital market such as capital occupation, illegal guarantees, related party transactions and so on are related to this. Listed companies are fat and thin, thin and worn down, and worn to death.
"Overall listing can be seen as an important way to solve the problem of illegal capital occupation by major shareholders." Bosera fund analysts believe that after full circulation, major shareholders can significantly improve the fundamentals of listed companies and improve the profitability and growth ability of listed companies by injecting high-quality assets, listing the group as a whole and other ways.
At present, overall listing is mainly carried out in the following four ways. First, share exchange IPO: that is, the group company and the public shareholders of its listed companies exchange shares in a certain proportion, absorb and merge their listed companies, and issue new shares at the same time. For example, TCL Group Shanggang Group 。 The second is share exchange M&A: that is, the listed companies of the same actual controller are merged through share exchange to complete the overall listing of the company. For example, Bailian Shares. Third, targeted additional issuance and acquisition: the listed company affiliated to the Group acquires the assets of major shareholders through targeted additional issuance to achieve overall listing. At present, this mode is widely used. For example, Ansteel Group, SAIC Group TISCO stainless steel 、 Benxi steel plate 。 Fourth, refinancing anti takeover: that is, acquiring the assets of the parent company through refinancing (additional issuance, allotment or convertible bonds) is a more traditional overall listing approach. The advantage is that the scheme is simple, but refinancing is often unpopular in the market, especially when the profitability of newly acquired assets is weak, leading to dilution of earnings per share. as China Unicom 、 Yangtze Power 。
Regardless of which way to achieve overall listing, the size, asset quality and profitability of listed companies have been greatly enhanced. Among the two paths of overall listing, private placement is particularly popular. According to statistics, up to now, there are 216 listed companies that plan to refinance through private placement, 204 of which adopt private placement. In 2006, the number of listed companies that plan to refinance through private placement has exceeded 200. Statistics show that a total of 29 companies completed private placement at the end of last year, and some companies have thus achieved overall listing. According to the third quarter report of 2006, 29 companies created a net profit of 9.646 billion yuan in the first three quarters, up 185.22% from 3.382 billion yuan in the same period last year. Among them, Angang Steel, which was listed as a whole at the beginning of the year, made a net profit of 5.152 billion yuan in the first three quarters, up 200% year on year.
Overall listing speeds up
In fact, the maximization of profitability is the main driving force for overall listing at this stage. The changes in the long-term interest pattern of listed companies brought about by overall listing, as well as the resulting effect of the new blue chip era in the capital market, have been reflected. Therefore, whether from the policy support or the actual operation process, the overall listing will accelerate.
Not long ago, Li Rongrong, the director of SASAC, made it clear for the first time that seven industries are under the absolute control of the state-owned economy - military industry, power grid, petroleum and petrochemical, telecommunications, coal, civil aviation and shipping. The overall listing of these seven industries should accelerate. How to find investment opportunities in the market that may be listed as a whole? Relevant experts pointed out that the following four aspects should be taken into consideration: first, companies with strong major shareholders and actual controllers and a large number of unlisted high-quality assets, especially those listed companies that are separated from powerful groups and have more related transactions; Second, listed companies and companies with large shareholders' future financing needs; Third, industries and companies with good prospects for industry development and large growth space in the future; Fourth, companies whose major shareholders currently hold a low proportion of shares and may increase the proportion in the future.
The overall listing not only makes the listed companies completely transformed, but also makes the capital market structure improve and develop healthily, and also enables investors to gain profit opportunities. Therefore, it can be said that the overall listing has truly achieved a win-win situation and created a harmonious market.
Sina statement: The content of this article is purely the author's personal view, only for investors' reference, and does not constitute investment advice. Investors operate accordingly at their own risk.
