2021 Fixed Increase Semi Annual Special Report: 30% Of Enterprises Fail To Raise Funds In Full, And The Actual Amount Of Raised Funds Shrinks By More Than 80%

"We plan to issue a fixed increase recently. During this period, Dong went out for a month and visited the organization door to door." Recently, an executive of a listed company told the reporter of the 21st century economic report.

Since the implementation of the new policy of fixed increase in February last year, the long silent fixed increase market has been activated again. However, the 21st century economic reporter has noticed that since this year, due to the fluctuation of market conditions, the acceleration of market-oriented reform process, regulatory inquiry and the narrowing of discount rate, the difficulty of issuing private placement has increased sharply.

According to incomplete statistics by reporters, since 2021, nearly 30% of non-public offerings have failed to raise sufficient funds, and the discount rate of issuance price compared with the market price has also shown a narrowing trend.

48 companies raised less than expected

According to wind data, since 2021, as of June 15, a total of 170 listed companies have completed fixed increase or new shares to be listed in the A-share market, raising a total of 269.906 billion yuan, with an average single fund-raising amount of 1.588 billion yuan per enterprise. However, 48 of the listed companies actually raised less than expected, accounting for nearly 30% of the total, and no enterprise over raised.

The 21st century economic reporter has noticed that the reasons for the "cold subscription" are affected by many factors, including the weakening of the secondary market share price and the sharp increase in the difficulty of market-oriented issuance, resulting in a significant extension of the issuance period; The discount rate is low when issuing, and the average yield is not ideal after the ban is lifted.

Among them, CLP Xingfa, which has the biggest difference between the fund raised and the plan, has seen its fund-raising amount shrink by more than 80%. The company put forward the fixed increase plan in September 2019, and planned to raise 2 billion yuan. The fixed increase will pass the meeting on April 24, 2020, and obtain the approval from the CSRC on July 15, 2020, and then extend the validity period of the fixed increase on February 22, 2021, until May 18, 2021.

However, in the final fixed increase issuance, CLP Xingfa only raised 331 million yuan, which was 83.45% less than the planned 2 billion yuan. The issuing price was 6.81 yuan / share, and the implementation price was 80% of the relative benchmark price, but the discount was only 4.35%. However, as of June 16, the share price of CLP Xingfa was 7.28 yuan / share, up 6.90% from the offering price.

In addition, Nanhua futures, Zheshang securities, aotejia, Dell shares of fixed increase fund-raising shrinkage rate also exceeded 60%.

Zheshang securities, which only raised 2.805 billion yuan in the end, responded that there were three main reasons for the decrease. First, the company completed the convertible bond to equity swap of 3.5 billion yuan in the second half of 2020, which effectively replenished the capital strength, and also realized a certain amount of capital replenishment through profit accumulation in recent years; Second, since July 2020, the stock price of the company has risen significantly, which has changed the forecast basis of the fixed increase plan; Third, after entering 2021, the capital level of the market has also undergone significant changes. After the Spring Festival, the market has been adjusted by a large margin. In the early stage, the A-share market paid less attention to the securities industry, and the overall market participation mood has changed compared with last year.

This may be a "lucky one". In extreme cases, part of the fixed increase scheme will be terminated directly.

According to the incomplete statistics of 21st century economic reporter, as of June 15 this year, a total of 100 listed companies have terminated the fixed increase, compared with 73 in the same period of last year, with a year-on-year increase of 36.99%.

In terms of the reasons for the termination of the fixed increase, the supervision inquiry, the fixed price increase and the inverted stock price are the reasons for the listed companies to withdraw.

A typical example is Zhonglai Co., Ltd. in October 2020, the company issued a fixed increase plan. It plans to issue shares to raise 1.91 billion yuan, and the issue price is 8.19 yuan per share. After deducting the issue expenses, the full amount will be used to supplement the working capital. However, after the disclosure of the fixed increase plan, the company's share price dropped from the high point of 14.44 yuan to less than 7 yuan, and during the period, it fell all the way to the lowest point of 5.33 yuan per share in April. On March 4, Chinalco announced the termination of fixed increase and applied for withdrawal of application documents.

In May this year, Shanghai Electric also terminated the fixed increase for fear that the share price would fall below the net assets. It pointed out that in view of the stock price performance of the company's A-share secondary market for a period of time, the issuing price may be lower than the company's net assets per share when the company privately issues A-share shares. In order to safeguard the rights and interests of state-owned assets and avoid excessive dilution of shareholders' rights and interests of the company, after comprehensive analysis, After careful consideration, we agree to terminate the company's non-public issuance of a shares, and cancel the deliberation on the relevant proposals of this issuance at the first extraordinary general meeting of shareholders in 2021.

It's the most difficult for small and medium sized enterprises to make money

It is worth mentioning that although the new regulations on refinancing have opened many restrictions and expanded the financing channels of listed companies, due to the identification of strategic investors, most of the successful lock up issuance cases of listed companies come from the subscription of controlling shareholders and actual controllers. Since this year, although the increase in the fixed price of war investment has broken the ice, there are few successful people. At present, only deppon shares, the number of successful companies has increased Leading intelligence and other success.

Therefore, most of the external investors choose a higher degree of marketization inquiry fixed increase mode, which also leads to the current refinancing market issue price discount rate is not high compared with the market price.

Of the 170 fixed increase companies completed this year, 114 have chosen to make inquiry for fixed increase, accounting for 2 / 3. According to the statistics of 21st century economic report reporters, the average discount rate of the issuing price is 17.19%, and the median discount rate is 16.67%.

There are only 2 companies with discount rate over 30%, 27 companies with discount rate of 20% - 30%, 65 companies with discount rate of 10% - 20%, and 8 companies with discount rate less than 10%. There are 2 companies whose issue price is inversely linked to the closing price on the day of issue. The most serious one is Guiyang bank, whose issuing price is 10.27 yuan / share, but the closing price of the issuing bank on the current day is 8.15 yuan / share, which is closed on the evening of June 16, The share price of Guiyang bank has fallen to 7.59 yuan / share.

In the view of market participants, this change has further affected the enthusiasm of investors to participate in fixed value-added projects. However, the difference of discount rate is mainly reflected in the individual dimension.

Specifically, the difficulty of issuing small and medium-sized listed companies is significantly higher than that of large market value companies.

According to the reporter's statistics, from the perspective of market value, as of June 16, the median market value of 122 fully funded companies was 11.379 billion yuan, of which more than 55% of the companies had a market value of more than 10 billion yuan. However, the current median market value of the 48 companies not fully raised is 5.639 billion yuan, and only 30% of the companies with a market value of more than 10 billion yuan. The market value of the companies not fully raised is obviously low.

Ruan Chao, founder of Fuxin capital, believes: "the effect of capital head aggregation is obvious. Even if the scale of fund-raising is large, high-quality enterprises can attract funds to gather, so as to achieve full fund-raising. However, even if the scale of fund-raising is small, companies with ordinary qualifications are prone to fail to raise enough funds. Small and medium market value listed companies are significantly more difficult to issue than large market value companies. "

And behind this phenomenon, it also reflects the thinking of the regulators to speed up the market-oriented reform of refinancing. As early as February 2020, after the issuance of the new regulations on refinancing, the regulatory authorities have made clear the relevant provisions on the fixed price increase, and continuously guided the listed companies and market institutions to adopt the fixed price increase scheme in the subsequent implementation process.

From the perspective of audit rhythm, the audit efficiency of fixed price increase is very high, which can be completed in three or four months, and the rejection rate is significantly lower than before.

"The market capital is limited. It can't be sent out by launching the plan. The competition at the issuing end will be very fierce. Investors should choose companies, so as to differentiate companies with market pressure." A senior investment bank observer in Shanghai pointed out in an interview.

"Increase with the increase" or make a comeback

It is worth mentioning that in recent years, with the acceleration of market-oriented reform, the game between supply and demand in the private offering market is more sufficient. However, with nearly 30% of the fixed increase projects unable to raise funds in full, and the discount rate of the issue price compared with the market price is narrowing, will the once "popular" non-public offering "cover agreement" make a comeback, It has become a major "heart disease" of all parties in the market.

In April this year, the reporter of 21st century economic report saw the "promotion information of certain gem technology listed company" on the social platform. At that time, the market was at the lowest level since this year. However, the stock price of the company has been relatively low in recent years, and the market value has been maintained at around 6 billion.

However, according to the new regulations on refinancing, it is forbidden to increase the minimum guaranteed income in the nature of "stated shares and real debt", that is, "the listed company and its controlling shareholders, actual controllers and major shareholders shall not make commitment to the issuing object of guaranteed minimum return or disguised minimum guaranteed income, nor shall it provide financial assistance or other compensation to the issuing object directly or through stakeholders".

Earlier, the market continued to burst out of "fixed increase to cover the bottom" explosive issues. According to incomplete statistics, there have been nearly 10 cases of guaranteed minimum and fixed increase in the A-share market. Feilixin, Guizhou tire, * ST southeast and other companies and their controlling shareholders have been dragged into the debt mire due to the bottom financing agreement.

From the point of view of the signing time of the agreement, it mainly appears before the issuance of the new regulations on refinancing in 2020. From the perspective of the main body involved in the agreement, it is signed by the major shareholder or its related party with the subscriber or investor, and there is no case that the listed company bears the responsibility of minimum guarantee.

From the perspective of the effectiveness of the agreement, the court has decided that the four cases of minimum guarantee belong to the autonomy of the parties, and the minimum guarantee agreement is effective. The relevant shareholders' pleading in the lawsuit that the agreement damages the order of the securities market and violates the requirements of information disclosure has not been supported by the court. And this consequence also causes multiple damages to the capital market.

"First of all, the cover up arrangement is an important information closely related to the fixed increase, which has a significant impact on investors' decision-making, and the relevant parties have not disclosed it to the public, thus misleading investors. Secondly, the investment behavior of "clear shares and real debts" has shifted the focus of all parties from the sustainable operation ability and future development of listed companies to obtaining higher fixed income, which has affected the pricing mechanism of equity financing and disrupted the normal equity financing function of the capital market. In addition, in order to avoid taking the responsibility of minimum guarantee or obtaining the excess returns brought about by the rise of stock price, the party who guarantees the minimum has a strong motivation to manipulate the market, manipulate information disclosure or insider trading, which breeds the disorder of illegal and illegal securities market. " Close to regulators said.