A Shares Refinancing Wave Again: Lock Period Extended Approval Faster? Subscription Object "Voluntary" Lock Three Years Cited Controversy

In the middle of March, after the "war investment" policy was patched, A shares refinancing began to rise again.

Recently, in twenty-first Century, the economic news reporter noted that the top nine biotech companies and Sino shares have issued a notice, announcing that the non-public offering subscribers are committed to extending the lock up period to 36 months. The two companies will introduce strategic investors.

According to the new regulation of refinancing, the decision of the board of directors of a listed company to determine all the target investors and strategic investors ahead of time will be at least 18 months. However, strategic investors must meet the requirements of "strong strategic resources with the same industry or related industries", "willing to hold a larger share of Listed Companies in a longer term" and "appoint directors to participate in corporate governance".

From the perspective of the public programme, the strategic investors to be introduced into the top nine biological and Sino equity companies have certain financial strength and resources, and have signed a strategic cooperation agreement with the listed companies.

In twenty-first Century, business reporter learned from someone close to the listed company that the change of lock period is the result of communication with regulatory authorities.

Multi company lockout period extension

Public information shows that since the new regulation of refinancing came into operation in February 14th, as of now, a refinancing plan has been issued, and the total number of listed companies using pricing and non-public offering has been 215. However, only 9 enterprises have been approved by the board or approved by the SFC, of which 6 have introduced large shareholders or related parties, 1 have acquired assets and raised matching funds. Enter institutional investors.

Specifically, GREE electric and Changsha forerunner high core investment partnership (limited partnership), which was introduced by San an photoelectric, voluntarily renewed commitments as early as April 28th. "After the end of the non-public share issue, the shares issued by the company / partnership will not be transferred within 36 months from the date of the end of the issue."

In May 5th, the SAM photoelectric refinancing scheme was approved by the SFC. In twenty-first Century, the economic report reporters and the San an photoelectric confirmed that the commitment was made for the subscriber's voluntary locking.

In May 12th, China's pharmaceutical investment Co., Ltd. (hereinafter referred to as the "national drug investment") also made a voluntary additional commitment. The company's subscription to the non-public offering shares is not transferable within 36 months from the date of the end of the nine non-public offering.

In May 29th, the top nine biological non-public offering A share applications were also approved by the SFC audit committee.

Prior to that, the top nine have signed a strategic cooperation agreement with the national drug investment and its control group, indicating that they should strengthen cooperation in the field of investment in the field of external diagnostics, and carry out all-round strategic cooperation in such areas as capital, projects, resource integration and supporting services. From the perspective of the industry position, the actual control of national drug investment and national drug group is the SASAC, which has strong industrial resources and capital advantages in large health fields, and is consistent with the SFC's strategic investors' recognition.

Last week, on the evening of May 26th, the group also announced that the proposed strategic investor Gansu construction investment, corps construction and Datang West City voluntarily extended the commitment period of the holding period. "To strengthen our strategic cooperation with the company, provide long-term support for the future development of the company, seek long-term common strategic interests", and extend the lockup period to 36 months.

It is worth mentioning that the strategic investors to be introduced into the Sino - US joint venture also have the advantages of industry and capital, and have signed a strategic cooperation agreement with the shares.

According to the refinancing plan previously issued by the Gansu group, the construction investment and construction of the corps and Datang West City are no more than 59 million 196 thousand shares, and the amount of raising funds is not more than 350 million yuan. After deducting the relevant fees, all the loans will be used to repay bank loans and refinance company liquidity.

Among them, Gansu construction investment is China's top 500 enterprises, the world's largest 250 international contractors, and the largest infrastructure investment operator in Gansu. The corps construction workers can carry out strategic cooperation with the listed companies in overseas civil construction, Luqiao and municipal engineering, etc. On the basis of mutually beneficial cooperation with listed companies.

"The signal sent by these cases is that voluntary locking of 36 months (refinancing scheme) is more conducive to examination and approval." In June 2nd, a medium-sized brokerage firm of investment banking in Southern China said. In its view, "lock 3 years on shareholders' capital requirements, risk tolerance requirements are higher, such voluntary lock for three years, the strength of shareholders and the corresponding qualification of listed companies is also better."

Voluntary commitment disputes

As early as March 20th, the SFC has made a patch on the refinancing "war investment" rules. It is clear that the strategic investors identified by the board of directors of the listed companies must meet the strategic resources with strong strategic importance in the same industry or related industries, and seek long-term and common strategic interests with the listed companies in seeking mutual coordination and complementarity, and are willing to hold a larger share of the listed companies for a long time, willing and able to recognize them. We must fulfill the corresponding duties and appoint the directors to participate in corporate governance.

At the same time, we should satisfy the following two aspects, including bringing the core technology resources of the international and domestic leading companies to the listed companies, significantly enhancing the core competitiveness and innovation ability of the listed companies, promoting the upgrading of the industrial technology of the listed companies, significantly improving the profitability of the listed companies, or bringing the leading international market, channel, brand and other strategies to the listed companies. Sexual resources will greatly promote the market expansion of listed companies and promote the substantial improvement of the sales performance of listed companies.

At that time, some market participants told reporters in twenty-first Century economic report, the requirements are stricter. Wang Jiyue, a former senior investment banker, pointed out that "this standard is too high, and it has not been a good patch to hold the window guidance for holding a larger share ratio, but it can see the regulatory attitude."

With the extension of lock up period for some listed companies, the controversy began to appear.

"If the extension period is a regulatory requirement, it will definitely affect the enthusiasm of lock price financing. If the market fails to anticipate, it will not be able to achieve a more adequate internal game, but to play a game with regulatory policies. " Wang Jiyue said.

In Wang Jiyue's view, 18 months before the rule was confirmed, even for strategic investors, it was a little too short. The lock up period was arranged in 36 months, allowing 20 percent off to play. It may be more reasonable. But once the rules are out, we must respect the rules of rules implementation.

In fact, many market participants agree with the implementation of strategic investors' lock up for 36 months.

Yin Zhongyu, the head of the securities investment bank of the Federal Reserve, said: "we are very much in favor of extending the lockup period of 36 months. If the time is too short, it will not be strategic enough to allow short-term arbitrage funds to take part in the market, which is not conducive to market stability. The length of time is the touchstone to test the best color of strategic investors. I even want to suggest that regulators can encourage traders to further increase their lock up period voluntarily on the basis of 36 months. The longer the lock up period is, the priority can be granted.

"Identifying strategic investors is not the advantage of regulators. The main responsibility of the regulators is to supervise the fairness of investment and financing, rather than finding "relatives" for listed companies. We suggest that the standard of strategic investors can be relaxed appropriately, such as industry, time is the most important test standard for strategic investors, and this is conducive to venture capital and public participation in refinancing. Yin Zhongyu added further.