Zoomlion Abandons "War Investment" And Takes Advantage Of Hong Kong Stock Market Behind The Scenes: Lock Price And Increase "New Breakthrough" Or "Helpless Move"?

Since the "war investment fixed increase" was suspended by the regulatory authorities, more and more listed companies have adjusted the fixed increase plan.

Zoomlion's "a + H" model may open up new ideas for listed companies suffering from price lock pricing.

Recently, the 21st century economic report reporter noticed that Zoomlion, which had previously planned to introduce strategic investors, changed its original plan of raising 6.6 billion yuan in fixed price increase and four strategic investors into the "a + H" scheme, which raised 5.6 billion yuan of fixed increase through inquiry of a shares and 1 billion yuan of additional issuance of H shares.

Among them, the subscriber of Zoomlion's H-share fixed price increase is Zoomlion management team platform company Changsha Hesheng Technology Investment Co., Ltd. (hereinafter referred to as "Changsha Hesheng").

Prior to that, according to the refinancing patch rules issued by the CSRC, the executive stock holding platform did not meet the definition of "strategic investor".

The adjustment of Zoomlion's capital market is mainly due to changes in the overall market environment and other factors.

This adjustment plan has aroused wide attention of the market and the consideration of refinancing rules.

On October 9, Wang Jiyue, a former senior investment banker, was interviewed by the 21st century economic news reporter: "this is a helpless choice. The CSRC will not allow the issuance of A-shares at a price lock. There is a great uncertainty about the management's participation in the shares. In order to meet the management's demand for equity and financing, this flexible scheme can only be adopted. The issuance of H shares does not require the approval of the issuance department of the CSRC Nuclear. "

Dismantling the fixed increase mode of "a + H" shares

The breakthrough of Zoomlion's fixed increase model lies in its inherent advantage of listing ah shares on both sides.

In February this year, the refinancing was officially relaxed. Five months later, Zoomlion launched a price lock and fixed increase scheme.

According to the original additional issuance plan announced on July 6, Zoomlion plans to raise no more than 6.6 billion yuan.

It is proposed to introduce four strategic investors, including Ma'anshan Huaijin cornerstone equity investment partnership (limited partnership) (hereinafter referred to as Huaijin cornerstone), Taiping Life Insurance, Hainan chengyisheng enterprise management partnership (limited partnership) (hereinafter referred to as Hainan chengyisheng) and Ningbo Shituo Enterprise Management Co., Ltd. (hereinafter referred to as "Ningbo Situo"), with the issuance price of 5.28 yuan / share (8% of the benchmark price) The locking period was 18 months.

Among them, Huaijin cornerstone is the investment subject indirectly controlled by cornerstone assets; Taiping Life Insurance is one of the large-scale central life insurance enterprises in China; Ningbo Shituo is subordinate to China Minmetals; Hainan chengyisheng is a limited partnership jointly established by some core management personnel of Zoomlion to participate in this issuance.

In order to ensure the smooth implementation of price lock-in and fixed price increase, the four subscribers also signed a strategic cooperation agreement with the listed company. However, two months later, the promotion of this scheme is not smooth.

At the same time, more than eight months after the implementation of the new refinancing rules, the "18 + 8" strategic investment fixed increase has not yet broken the ice in the A-share market.

According to our reporter's follow-up data, during this period, a large number of listed companies have successfully promoted the financing path of enterprises by adjusting the fixed value-added objects, changing the "lock price" to "bidding" and extending the lock-in period.

Zoomlion is also a representative case in adjusting the "army".

According to public information, Zoomlion's plan adjustment mainly includes three parts: the adjustment of issuance mode, the adjustment of pricing and the change of the number of shares issued.

Compared with the four strategic investors specified in the plan in July, Zoomlion's non-public offering of A-shares is adjusted to no more than 35 specific investors, and the raised funds are reduced from RMB 6.5 billion to RMB 5.6 billion. The issuance method is changed from lock price to inquiry, with the price no less than 80% of the average transaction price of a shares of the company 20 trading days before the first day of the issuance period, and the lock period of the shares subscribed by the investors is 6 Months.

The proposed investment projects are as follows: 2.4 billion yuan for intelligent manufacturing of mining machinery (total investment: 3.083.13 billion yuan); 350 million yuan for intelligent manufacturing upgrading project of mixer products (total investment: 829.77 billion yuan); 1.3 billion yuan for intelligent manufacturing of key parts (total investment: 1.667.5 billion yuan); and 1.55 billion yuan for supplementary working capital.

Zoomlion plans to allocate about 194 million H shares to Changsha Hesheng at HK $5.863 per share, raising HK $1.136 billion. The net proceeds from the subscription transaction are used for working capital and other general enterprise purposes, such as overseas market development, overseas base construction and core parts import and procurement.

Specifically, Zhan Chunxin, executive director of the company, holds 29.99% of the shares of Changsha Hesheng, 5.40% of the shares of Zhang Jianguo, a former employee of the group, and the remaining 64.61% of the shares held by other 23 former and current employees of the group (each holding less than 5.00% equity).

"From the perspective of market rules and cases, there is no periodic lock-in requirement for H-shares subscribed by investors, while the lock-in period of this offering is proposed to be 6 months, which is consistent with the lock-in period of A-share issuance, but the management team will consider holding for a longer period of time," Zoomlion said

Made by Xu Hui

Advantages and disadvantages of "borrowing" from Hong Kong stock market

After the adjustment, Zoomlion's H shares (1157. HK) have risen by more than 10.92% in recent days, while Zoomlion's a shares (000157. SZ) have risen by 3.87%.

"On the whole, there is little difference between fixed increase of H shares and fixed increase of a shares, which is universal for other a + H shares." On October 9, the head of the investment banking department of a medium-sized securities firm in South China pointed out in an interview.

However, according to the 21st century economic reports, as far as A-share market group is concerned, there are not many enterprises adopting ah share mode at the same time, and most of them are traditional large-scale state-owned enterprises.

According to the statistics of China Securities Regulatory Commission (SFC), there are only 13 large-scale enterprises listed in China Securities Regulatory Commission (SFC) and China Securities Regulatory Commission (SFC), and there are only 13 large-scale enterprises listed in China Securities Regulatory Commission (SFC) and China Securities Regulatory Commission (SFC).

This means that there is no way to increase the market area of HA.

At the same time, the liquidity of Hong Kong shares, low valuation and exchange rate risk are also problems that investors have to face.

"The advantage of this method is that the feasibility has been improved, but the disadvantage is that if H shares are negotiable, it should involve the approval of the foreign control department, which is more troublesome; moreover, the reduction price of H shares is different from that of a shares, and the incentive effect may be worse." Wang Jiyue said.

The person in charge of the investment bank also said: "only a few a + H-share listed companies can adopt (this way), which is not much different from the fixed increase in a shares. However, the liquidity of H shares is poor, and investors have to take H shares to exit. Both in and out of the companies have to face the exchange rate problem, and there is exchange rate risk."

It is worth noting that due to the price difference between Hong Kong shares and a shares, the total share capital of listed companies subscribed through Hong Kong shares will be more than that of a shares under the same amount, or the interests of small and medium-sized investors will be infringed.

"Due to the big difference in market pricing, the valuation of A-shares is generally higher than that of Hong Kong stocks, and some A-shares are even ridiculously high. In this case, purely from the pricing advantage, of course, the advantage of refinancing in the A-share market is greater. As the price of A-share financing is high, more funds can be raised from the same shares, which greatly increases the "gold content" of unit net assets of Hong Kong shares. On the other hand, if it is low-cost financing in the Hong Kong stock market, the amount of fund raised is relatively small. To raise the same amount of capital, more shares need to be issued, which will make the net assets per share of investors in the A-share market be relatively low. " Dong Dengxin, director of the Institute of Finance and securities of Wuhan University of science and technology, pointed out in an interview.

Taking Zoomlion as an example, the announcement shows that the company plans to issue about 194 million H shares and raise HK $1136 million, about RMB 998 million. According to the 20% discount (6.656 yuan) of Zoomlion's closing price of 8.32 yuan on October 9, the total number of shares subscribed for at the same amount was nearly 50 million shares less than that of Hong Kong stock issuance.

"What could have been issued at a high price and less diluted would have to be issued more shares and diluted more because of the policy of the CSRC, which would have damaged the interests of small and medium-sized shareholders." Wang Jiyue pointed out.

However, Wang Jiyue further added that if only in terms of Zoomlion's plan, there is not a big gap between the current fixed increase price of the company's Hong Kong shares (HK $5.863 / share) and the issuance price of the company's refinancing plan (5.28 yuan / share) in early July.

The dilemma of price fixing and price fixing in market dispute

Zoomlion's program update reveals the dilemma of A-share lock price and fixed increase.

According to the statistics of 21st century economic report, as of October 9, since the new regulation of refinancing, nearly 800 listed companies in the A-share market have issued plans for private placement, but only 177 enterprises have completed the fixed increase, of which only 69 are fixed price increases. However, at present, there has not been a war investment fixed increase meeting with a locking period of 18 months and an issue price of 20%.

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.

Investors, including country garden, Hillhead, bat, national fund and other large industrial funds, Internet giants, state-owned assets, etc., have abandoned the strategic investment plan of A-share enterprises, or curve investment.

The more typical example is the strategic investment in guoci materials, which is directly modified into a subsidiary company with strategic capital increase.

This change has also triggered many discussions among market participants, including regulatory pressure, imperfect pricing mechanism and insufficient marketization.

"Regulators are also faced with greater market pressure, are very sensitive to the opinions of all parties in the market, and the feedback on different opinions of the market is very fast. At that time, the whole market was in a relatively hot state." Zehao investor partner Cao Gang pointed out to the reporter of the 21st century economic report.

"The deeper reason of the market is that our pricing mechanism is not convincing. If the market pricing is fair, there will be no arbitrage or taking advantage of it. The lack of pricing power is particularly obvious at the stage of IPO. In our market, new shares are not commodities, but "lottery tickets."

"Hong Kong shares are more market-oriented, and the efficiency of examination and approval is also very high. What is more important is not the examination but the acceptance of the market. The market itself will restrict the issuance. If there is serious arbitrage, the market will fall into respect first. On the side of a shares, it is because this year is a bull market. From the proposal to the approval of the Securities Regulatory Commission, it may have risen a lot, so many small and medium-sized investors think that they will participate in the price lock-in The investors who took a big advantage of the market, and there was corresponding pressure on the regulation. They felt that the policy had been arbitraged, and then they tightened their mouth and refused to let it go. If it was a falling range, the regulatory pressure would be much smaller. " Wang Jiyue said.

Dong Dengxin believes that "the A-share market and Hong Kong stock market are not only different in supervision mode and mode, but also in the rules of the two markets, including issuance rules and refinancing rules."

According to its logic, the marketization degree of a shares is insufficient. Therefore, the Hong Kong stock market has advantages. As for the listed companies, which market is more convenient and efficient, and the cost of supervision is lower, it will be more willing to choose which market to carry out financing activities, which is a very normal and market-oriented behavior.

In Dong Dengxin's view, A-share and Hong Kong stock are two markets that investors can choose freely. The more open the market is, the more obvious the comparative advantage between markets can be revealed. Therefore, the A-share market needs to further deepen and accelerate the market-oriented reform, especially to improve its inclusiveness and openness, so as to show its competitive advantage in comparison with the Hong Kong stock market.