The Breakthrough Point Of The Introduction Of China National Ceramics Material Curve Into The A-Share Strategic Investment Mode?

After the "pause" button was pressed by the regulatory authorities, one of guoci materials' announcements on the introduction of strategic investors for its wholly-owned subsidiary and the signing of the framework agreement opened up "new ideas" for the market.

On the evening of September 15, guoci announced that its wholly-owned subsidiary, Shenzhen aierchuang Technology Co., Ltd (hereinafter referred to as "airtrong") plans to introduce two strategic investors, Hillard capital and Songbai investment, and sign the "investment framework agreement". The latter two will invest in Shenzhen airtrong technology in the form of no more than 500 million yuan of capital increase and no more than 200 million yuan of shares held by the company.

It is worth mentioning that on the night of the announcement of investment, guoci modified the refinancing plan previously issued to introduce Hillhouse capital into the war investment. Zhuhai Hillhouse Yicheng equity investment partnership (limited partnership) (hereinafter referred to as "Hillhouse Yicheng") under Hillhouse capital was excluded from the list of objects of guoci material's non-public offering. At the same time, both parties also The strategic cooperation agreement signed before was terminated.

As soon as the news came out, it immediately aroused the extensive attention of the market.

Prior to this, the 21st century economic reporter has repeatedly reported that the regulatory authorities strictly control the "war investment type fixed increase". Since the new regulations on refinancing were finalized in mid February, there is still no case of introducing strategic investors to participate in the price lock-in fixed increase and the sales restriction period is 18 months.

Many listed companies have tried to break the ice by adjusting the fixed value-added objects, changing the price lock-in price to "bidding" and extending the lock-in period. The move of guoci has effectively avoided the regulatory problems of fixed increase and war investment, and effectively met their own business needs and investors' demands. In the view of many industry insiders, this has made a good demonstration for the listed companies with multiple product lines or businesses how to introduce war investment.

"Curve" investment in national porcelain materials

According to the public information, aerchuang, a wholly-owned subsidiary of guoci materials, was established in 2003 and is a comprehensive dental service provider platform built by guoci materials. In 2015, guoci invested 25% of its equity and acquired the remaining 75% of its shares in 2017.

In the first half of 2020, aerchuang achieved an income of 269 million yuan and a net profit of 72.2622 million yuan, accounting for 25% and 27.97% of the revenue and net profit of the listed company in the same period, respectively. It is one of the main subsidiaries of guoci materials.

According to the arrangement, the Shenzhen Hillhouse Chunying Investment Consulting Center (limited partnership) under Hillhouse and Songbai investment (Hillhouse is the main shareholder of the investment platform managed by Songbai) have planned to increase the capital of aerchuang by no more than 500 million yuan and accept the equity of aerchuang held by the permitted listed company no more than 200 million yuan. Among them, Songbai investment, through its related parties and Hillhouse capital, will invest according to 50% of the capital increase and equity transfer funds respectively.

However, people from guoci materials securities department pointed out to the 21st century economic report reporter who called as an investor that "this capital increase is still in the initial stage of communication", "the specific investment amount, investment and payment method, shareholding ratio of each party, shareholders' rights and obligations, corporate governance and other terms, and finally subject to the formal investment agreement signed by all parties through further negotiation".

On the same day of announcing the investment plan, guoci modified the refinancing plan announced by the company three months ago.

On June 18, guoci materials once issued a refinancing announcement, saying that it plans to issue no more than 72.5689 million shares of the company to Zhang Xi, the company's actual controller and chairman, and to hillin Yicheng, with the issue price of 20.67 yuan per share and no more than 1.5 billion yuan of fund-raising. Among them, as a strategic investor, hilltop Yicheng plans to subscribe for 645 million yuan with a lock-in period of 18 months.

However, due to the close down of the strategic materials of Guojiao, a number of questions were raised by the investors on the same day.

In the newly revised plan, hillin Yicheng has dropped out of the list of issuing objects of guoci materials. It is estimated that the total amount of funds raised by guoci materials will also drop to no more than 855 million yuan, and the amount used to supplement working capital will drop from no more than 902 million yuan to 257 million yuan.

As the amount of capital that Hillhouse plans to invest in guoci materials is roughly the same as that of aerchuang in the later stage, this is also regarded as a "curve" strategic way of equity investment by many people in the industry.

However, the above-mentioned people from the securities department pointed out that "the two investments are totally different investments" and denied that the two investment projects may overlap.

It is worth mentioning that as early as June 17, guoci announced a tripartite strategic cooperation with hillock Yicheng and Songbai investment, intending to cooperate closely in the field of dental restoration.

At that time, as a part of the overall strategic cooperation agreement of the three parties, Songbai investment or its related parties planned to invest in aerchuang, a subsidiary of guoci materials, with an investment amount of no less than 200 million yuan. Songbai investment said that it would make full use of its global business network and industrial chain synergy ability, give full play to its brand influence and team strength, and help it improve medical innovation and open up international cooperation Network, the establishment of international dental brand, promote the development of aer to a comprehensive platform in the field of dental restoration.

The breakthrough of introducing war investment and cash?

With the adjustment of the investment plan of guoci materials, some people in the industry pointed out that the strategic investment of Hillhead, Songbai investment and aerchuang may bring a new breakthrough for the current fixed increase of A-share investment.

"First, we will solve the capital problem for the enterprise by increasing the capital of the subsidiary company. When the company develops well in the future, we will issue shares to purchase assets and install them back in one year or two years, which is equivalent to two steps of lock price issuance and directional additional issuance. The market has a strong demand for lock price issuance." The head of Investment Banking Department of a securities firm in South China pointed out in an interview.

The person in charge of the said investment bank further said: "the issuing department is responsible for the issuance of fixed value-added shares, and the listing department is used to purchase assets by issuing shares, which involves the reorganization of listed companies. The reason for the suspension of price lock-in issuance is that the regulatory authorities are afraid of the existence of profit transmission and enterprises' disorderly encirclement of money. The purchase of assets by issuing shares, especially the acquisition of minority shares of companies, is a merger and reorganization encouraged by the regulatory authorities, which can promote industrial optimization. "

According to the statistics of 21st century economic report, as of September 16, since the new regulation of refinancing, 775 listed companies in the A-share market have issued private placement plans. At present, 712 fixed increase plans are still in the process of normal promotion, including 287 enterprises adopting lock price fixed increase and 425 fixed increase through bidding.

However, it is worth noting that there is no one with a lock-in period of 18 months and an issue price of 20% discount. Previously, the "18 + 8 war investment" policy encountered regulatory "brake", and a large number of listed companies intensively revised their plans.

For example, Jiuqiang biological and Zhongcheng shares extended the lock-in period of strategic investors in the refinancing plan to 36 months, and then passed the meeting smoothly. The companies such as Carlin and ofight directly gave up the price lock-in and fixed increase and modified it to inquiry and fixed increase. The issuing objects were also changed from specific strategic investors to no more than 35 specific objects; Kangchen pharmaceutical and Yaoshi technology withdrew their non-public offerings apply.

It is also a new choice for some institutions to become strategic investors to invest in the subsidiaries of listed companies, and then choose an opportunity to exit through transfer, acquisition or independent listing. However, in the view of the industry, this approach also depends on the specific investment needs, and is not a universal choice.

On September 16, Zehao investor partner Cao Gang pointed out to reporters: "first of all, from the perspective of convenience, investment subsidiaries are only consolidated statements, but can not be circulated. However, most of the listed companies' subsidiaries need time cycle to be listed, and the uncertainty is strong. In the early stage, the two sides were optimistic about the cooperation between the two sides, especially in the early stage of cooperation, which was based on the subjective choice of the two sides. "

In Cao Gang's opinion, this way of becoming a shareholder in a subsidiary of a listed company is not acceptable to most of the investment. Withdrawal is the biggest problem, followed by the uncertainty about the quality of the subsidiary itself.