The three types of shareholders who have been plaguing the IPO of the new three-board enterprises have been breaking the ice. On March 13, Wencan shares (832,154), which carried the three types of shareholders, met successfully and became the first share of the three types of shareholders. In fact, in order to solve the three types of shareholders' problems, the regulatory authorities have also previously clarified some of the regulatory policies. However, the first shackle of Besda, which was held with three types of shareholders, made the issue unclear. In the opinion of the industry, the success of Wencan's shares will have a strong demonstration effect, which means that the new three-board enterprises are expected to alleviate their concerns about the impact of IPOs on three types of shareholders.
The first meeting of the three types of shareholders
In the history of IPO, the first company that had three types of shareholders successfully met was born. On March 13, the official website of the China Securities Regulatory Commission showed that the company Wencan, which was listed on the New Third Board, was approved by the Securities and Futures Commission's Issuance Review Committee at 44 meetings in 2018, and became the first company to have three types of shareholders.
It is understood that the three types of shareholders refer to trust plans, contract funds and asset management plans. Wencan Co., Ltd. is mainly engaged in the research, development, production and sales of automotive aluminum alloy precision die castings. According to historical announcements, Wencan shares listed on the New Third Board on March 8, 2015. After the listing, a fixed increase was made in May 2015, and 22 shareholders were introduced, 9 of which were third-class shareholders. The latest prospectus shows that Wencan shares the number of shareholders of 27, of which 10 are three types of shareholders, a total of 6 million shares, holding 3.63%, of which Jiutai Fund's asset management products total There are 3 million shares, with a shareholding ratio of 1.82%. Jiutai Fund-Xinsanban No. 4 is also the seventh largest shareholder of Wencan, holding 1.07 million shares.
In fact, at the beginning of the meeting, due to the inclusion of three types of shareholders, the results of the Wenchan shares were highly regarded by the market. It is understood that Wencan shares is the first company to have three types of shareholders to attend the meeting after the first company to carry three types of shareholders, Besida. Shen Wanhongyuan once published a research report, stating that “the three types of shareholders of Wencan Shares are scattered, the shareholding ratio is low, and the operation is standardized. They are all filed in the fund industry association, plus the traditional manufacturing industry, the performance is stable, and the results will be expected.†. For the three types of shareholders, the CSRC paid attention to this at the meeting of the Audit Committee. The company is required to explain whether the relevant shareholders meet the relevant provisions of asset management and whether their information disclosure complies with relevant regulations.
Referring to Wencan's successful meeting, Xu Xiaoheng, founder of China's New Third Board Investment Alliance, pointed out that the three types of shareholders are the thorny issues that need to be dealt with in the IPO process of the new three board enterprises, but they are not substantive obstacles. According to the substantive and formal review spirit, the issuer's own financial data and industry competitiveness are the key.
The data shows that Wencan shares have a relatively bright business performance. According to the prospectus, the operating income of Wencan Co., Ltd. in 2014-2016 was approximately 976 million yuan, 1.167 billion yuan and 1.217 billion yuan respectively. The net profit attributable to the corresponding period was approximately 78.842 million yuan, 151 million yuan and 155 million yuan respectively. . The latest 2017 data released by Wencan in the national share transfer system shows that in 2017, Wencan's operating income was approximately 1.557 billion yuan, an increase of 27.98%, and the corresponding net profit attributable to listed company shareholders was approximately 155 million. Yuan, a slight increase of 0.39%.
IPO companies were once trapped in three types of shareholders
It is worth mentioning that at the time of the expansion of the IPO reserve army of the new three-board enterprises, the three types of shareholder problems are a major hidden danger for many enterprises, and many of them have caused IPOs to be blocked due to such problems.
Earlier, there were rumors that companies with three types of shareholders needed to be cleaned up before the meeting, and some IPOs of listed companies were stagnant. Taking Hairong Cold Chain as an example, on November 4, 2015, Hairong Cold Chain submitted an IPO declaration draft, which was queued for more than two years. At present, Hairong Cold Chain is in a state of pre-disclosure and renewal. It is reported that the three types of shareholders are affected, so the Hailong cold chain IPO process has been stagnant.
On December 22 last year, the CSRC gave feedback on the three types of shareholders of Hairong Cold Chain in the feedback on the application documents for the initial public offering of Hairong Cold Chain. For example, Hairong Cold Chain disclosed in the prospectus that the institutional investor Boxin Capital and Shanghai Baizhi Fangde were introduced in 2011. The CSRC requested the company to directly invest in the partnership structure of Boxin Capital and Shanghai Baizhi Fangde, and the above-mentioned institutional investors. Whether the indirect shareholders and the indirect holding of the issuer's shares on behalf of others in the form of entrusted shares or trust holdings are explained. At the same time, the CSRC also requested the Hairong Cold Chain to explain whether there are private equity investment funds among the shareholders. Whether the fund is in accordance with the Interim Measures for the Supervision and Administration of Private Equity Funds and the Private Investment Fund Manager Registration and Fund Filing Procedures (Trial) and other relevant laws. Explain the rules and regulations for registration and filing procedures.
When talking about the reasons for the CSRC's focus on the three types of shareholders' issues, well-known scholar Bu Naxin said that the three types of shareholders are actually historical issues, and later gradually evolved into a relatively interesting issue for the New Third Board. The three types of shareholders do not have legal person status, there is no business entity, there is difficulty in determining the right, and there are time limits, which will lead to instability of the equity structure of the proposed IPO enterprise. The three types of shareholders may lead to related relationships, shareholding, fund pool, and multiple products. Layers are nested, PE corruption and other issues. Xu Xiaoheng said that the queuing time for applying for IPOs in the past few years is generally long. During this period, if the three types of shareholders appear to be due to pay, share or transfer of income rights, etc., the equity structure of the invested company will be unstable.
In fact, before the regulatory authorities did not have a clear calibre, some companies spared no effort to clean up the three types of shareholders in order to go public. Vogel Optoelectronics made its initial application on February 6 this year, after the company also had problems with three types of shareholders. In a research report released on February 8, Lianxun Securities pointed out that Vogel Optoelectronics had carried three types of shareholders during the queuing period. The total shareholding ratio of the three asset management plans reached 0.9%. The company has been new on August 31, 2017. The three boards were delisted and the three types of shareholders were cleared at the same time. Lianxun Securities said that the successful meeting of Vogel Optoelectronics once again proved that cleaning up the three types of shareholders is the only effective operation mode for the new three board queuing IPO enterprises. Coincidentally, the Austrian data was also successfully transferred after the transfer of the shares of the contractual fund shareholders.
Demonstration effect clearly releases positive signals
For the success of Wencan shares, Everbright Securities released a research report that, contrary to the situation in which the three categories of shareholders of Corshun Waterproof, Fuda Alloy and Aofei Data were cleaned up, Wencan shares as the first belt. Companies with public funds as the three types of shareholders have a stronger demonstration effect. This means that the IPO process of the new three-board enterprises that have been plagued by three types of shareholders will accelerate.
Referring to Wencan shares, Xu Xiaoheng said that the emergence of the first company will largely ease the long-term investment sentiment of the three types of shareholder institutions, which will help asset management institutions continue to participate in the investment in the new three-board market. . Xu Xiaoheng further pointed out that the audit committee no longer negated the issue of Wencan's three types of shareholders. The release of the supervisory layer will not be a one-size-fits-all signal to the IPO of the three types of shareholders. The three types of shareholders are not insurmountable by IPO companies. A threshold.
In fact, for the three types of shareholders, on January 12 this year, the CSRC made a clear statement on the IPO of the three types of shareholders through the press conference. Including the company's controlling shareholder, actual controller, and the largest shareholder shall not be classified as three types of shareholders. In addition, to ensure that the three types of shareholders are legally established and standardized, they have been incorporated into the effective supervision of the financial regulatory authorities and the investment entities that are highly leveraged structured products and nested. The issuer needs to propose a rectification plan that meets the regulatory requirements and Shareholders make penetrating disclosures.
"If the enterprise contains three types of shareholders, it still needs to be treated with caution. If it can be cleaned up in advance, try to clean it up and try to meet the auditing standards given by the CSRC. The current CSRC has not stated its position, and the penetrating verification rules are not specifically issued before the three categories. Shareholders will still affect the progress of the review."
Xu Xiaoheng suggested that "the further resolution of the three types of shareholders will require specific policy implementation rules and further clarification. Only in this way can the three types of shareholders no longer wear through. The improvement of future liquidity will have a real boost. The role is definitely a major positive for the IPO of the new three-board enterprise."
Beijing Business Daily reporter Cui Qibin Gao Ping Liu Fengru / Wen Songyuan Yuan / watchmaking
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