Shell of the Peuchun: Equity 300 million and market capitalisation of 121.5 billion of the best choice

Chemical and delivery equipment covering the most resources, is in a relatively overcapacity, information equipment and pharmaceutical organisms followed.　　Financial weekly major research group Cai Jun/Writing Desire Shell, how to choose among the vast listed companies? A number of investment bankers told reporters that the reorganization of the actual operation Shell Company's total market value is the most important, 1.2 billion-1.3 billion yuan is the most ideal.　　To the corresponding share capital and stock price, the standard of reorganization unit is controlled between 1.4 billion shares, 3-8 yuan/share respectively. Overall, we eventually screened out the shell resources that are small equity, low priced listed companies.　　The reasons include the relatively low cost of the buyer, higher financing level, and two market arbitrage space. In addition, because the shell is the sale of both sides of the common will. If the listed companies have poor operation and hopeless performance reversal, the seller's desire to resell the listed companies will be more intense.　　However, considering the difficulty of restructuring in the future, low debt is one of the necessary conditions for shell resources.　　Share capital: 1 to 400 million major shareholder holding requirements generally above 30%, preferably 50%, so the buyer in the choice of shell resources will tend to the smaller equity companies. Backdoor value, the market value of equity and share prices.　　Because of the volatility of stock prices, in fact, equity often become the buyer and investment bank first consideration of the elements. "The key to restructuring is to ensure a large shareholder's holding ratio," he said. The managing director of a Beijing investment bank told reporters.　　The so-called holding ratio is generally over 30%, preferably 50%. It is precisely because of the demand for the holding ratio, so the buyer in the choice of shell resources will choose the smaller share capital enterprises.　　The most important reason is that if a listed company has a large share capital, the backdoor party will dilute the company's EPS (per-share after-tax profits), and it will dilution its own shareholding ratio. To this end, we set the scale of equity between 100 million and 400 million in the selection of samples. As regulators do not currently support the restructuring of gem companies, small companies with total equity in tens in the two tier market do not enter our range of choice.　　Over billion of the scale, 400 million became a watershed. "Total equity 500 million can be counted as small and medium sized on the motherboard." In view of the future of backdoor will also add additional assets, Conservative point net assets premium 500 million fold shares, after the issuance of 800 million-scale buyers to share 50%, it is necessary to buy 500 million shares. Now the market share price is generally more than 5 yuan, that is to say backdoor at least more than 2 billion yuan to buy shell. The price is really a bit big.　　"said one Shanghai investment bank acquirer. In fact, since the reorganization of capital operations will involve the injection of assets, and injected assets will be directed to the issue of additional means. When the investment bank is making a plan, the total equity after the additional issue is generally linked to the net worth equity of the injected asset.　　Therefore, the smaller the total equity of the shell resources, the better, this will help to reduce the cost of backdoor to the listed companies. In the process of subsequent operation, the smaller shell will also bring a series of dividends. For example, when the issue of a shareholder vote in the General Assembly, the smaller total equity means that stocksEast scale is also small, if the original holding shareholder proportion of large, the probability of passing will also be increased. More intuitive interest, when the increase in the injection of assets, the backdoor side can also have no more than 25% of the financing limit. Although this size can not be compared with the IPO, but due to the row of listed enterprises "high fever", more enterprises began to seek a short cycle, the approval efficiency of the merger and reorganization transiting listed.　　The smaller the shell, the greater the amount of space that the asset is injected with, and the accompanied of the money to the premium space. According to the statistics and selection, we selected the sample shell resources of the smallest total equity investment for Bo Yuan, the total size of the enterprise currently 190 million yuan. has been a few times in the history of St, although tipped ladies success, but so far the backdoor side has not yet injected high-quality assets, corporate profitability has not been stable.　　It is worth mentioning that we selected the sample is mostly private background companies, this is because the state-owned enterprises are backdoor related to the loss of state-owned assets and other sensitive issues, the actual operation process will be the local SASAC or even the State Council approval, to a certain extent, resulting in backdoor efficiency slow. Share price: 3 to 8 yuan if a company with a 400 million share capital is injected with 200 million of its assets, 50% shares will have to be bought if it is to be held in stock.　　1.5 billion yuan is the pressure line, so the 5 yuan stock price is more reasonable total market value also need to match the share price, for both the buyer and the investment bank, the relatively reasonable share price is the important factor to cooperate with the reorganization. According to the relevant regulations, the price of reorganization is the benchmark date of 20 trading day 90%. Since this provision is more "mechanical", as a buyer, it is possible to hold the company at a lower price, thereby reducing the cost best. and the shell resources side due to poor operating performance, stock price matching is usually in the downlink channel.　　So, at what point the position of the shell becomes the key.　　To this end, we selected the sample, the stock price is generally 3 yuan to 8 yuan per share, corresponding to the previous total share capital, the market value of about 1.5 billion yuan. Why to choose the stock price in this interval, we first consider is the backdoor side cost problem. As I said earlier, the restructuring plan will have to go through the listing, if a total of 400 million of the listed companies are injected with a premium of 200 million of the assets, backdoor to achieve more than 50% of the control, meaning that he needs to buy 300 million shares.　　1.5 billion yuan is a pressure line, about 5 yuan in the price of the buyer is more reasonable prices, can be controlled within the scope of tolerance. In fact, the price of shell resources is also affected by many factors, the largest is the size of the total equity. Small scale is a double-edged sword.　　Because a small dish means the higher the likelihood of being fried, if the reorganization of the news leaks, a large amount of capital to stir up after the deployment will be disrupted, but in reality, there will be the reorganization of the plan before the announcement of the market to suppress the price of the case. "The regulator is now cracking down on insider trading, but it does not rule out the use of restructuring messages to play games." Gimmick is to suppress the stock price, the opportunity to absorb after the reorganization of the release of the message to pull high shipments.　　A PE personage tells a reporter. Judging from the selected samples, these companies with poor business performanceShare prices are in the downward channel.　　such as the company's shares, in the depressed building materials industry companies this year, the net profit fell more than 100%, the corresponding share price in the beginning of the 6.19 yuan/share of the high, but then fell to 4 yuan/shares, is still hovering around 4.5 yuan/share.　　Of course, choose a small plate of low stock price shell resources, to ensure that the backdoor side of the future in the two-tier market arbitrage exit space. "A company with a profit of about 300 million shares, 3 cents per share." After the reorganization of the valuation 30 times times, the stock price is 9 yuan, if the previous shell is 4 yuan-5 yuan, equivalent to the reorganization after the share price doubled. Small plate, the dilution of equity is small, the profit per share is high, the level two market share price is easy to hype.　　said the managing director. For example, the company's current dynamic P/E ratio of 259.7 times times, taking into account the smaller 340 million total equity and 4.5 yuan/share of low prices, the company is a good shell resources.　　Once the buyer is involved in the premium asset, a good profit per share or a strong rebound in earnings ratios is expected. Management: The loss of profit is hopeless, the overall level of sample stocks is low, the median is less than 6%.　　The loss of listed companies is a hopeless cause for big shareholders eager to unload. Buying and selling is a matter of both sides.　　The buyer hopes to borrow the shell successfully listed, but also want the seller willing to abandon the interests of the hands, willing to surrender. In fact, in the capital operation of backdoor reorganization, the seller's intention is more dominant. It can be said that a listed company to go to the point of sale, the company's operating situation is actually more worrying.　　The more bogged down, the greater the willingness of large shareholders to resell their hands.　　And the investigation of a company's operating conditions, can be from the revenue, net profit, net assets yield and other indicators to judge. According to statistics, 22 sample stocks in the first half of this year's operating income is positive, but many have a year-on-year decline is too big phenomenon.　　such as Song Liao Car, the operating income of the newspaper 40.27 million Yuan, the year-on-year decline of nearly 40%. It is worth mentioning that many of the sample stock companies have been st companies. After the original shareholder reformed tipped Ladies, the capital injection of most enterprises is still advancing. This means that, although the surface of the listed company to get rid of the shadow of St., but in fact, unstable business is still a time bomb.　　Before the injection of high-quality assets, performance fluctuations will fluctuate with the market changes, a slight mistake, "hat" risk will come. This will force the company's existing major shareholders to make two choices.　　First, the plan to move forward on asset injection;　　In fact, the former is not very feasible, this is because most sample companies have been injected into the plan for many years, but has not been implemented, such as St, the majority of shareholders in 2009 after holding the Securities and Futures Commission to report additional injection of assets of the scheme, but after all there is no later. After years of no fruit, the second way is more practical and simple, large shareholders can avoid listed companies to repeat the mistakes of St, but also to continue to participate in the company equity, participation in day-to-day importantIn。 The net profit crisis of sample stocks is increasing the likelihood of the second way. According to the report this year, 22 sample companies 11 of the net profit loss status, and the profit of the enterprise, there are 7 of the net profit not more than hundreds of billions of dollars, enough to show that the boom is not high.　　Stable profitability is never guaranteed until there is no sustainable asset or business infusion. In terms of return on net assets, the overall level of sample stocks is low, and the median rate is below 6%. For example, in the first half of this year, the company's weighted net asset yield was 11% per cent.　　Poor business, the company's money capital plummeted, increased indebtedness led to a decline in net assets year-on-year. The loss of a listed company, or the uncertain future, is a reason for the current big shareholder's rush to unload.　　However, it should be noted that in order to avoid the future of being backdoor diluted shares too much, willing to sell shell large shareholder's shareholding should be relatively high. Of the 22 sample stocks, we selected the limit of the proportion of large shareholder shareholding in about 20%, which is a win for both buyers and sellers bedding.　　The buyer will not have to pay too much cost for future holding, and the seller won't be diluted too much.　　Debt: Less pressure 22 sample stocks last year had an average cash flow of 82.6 million yuan, which is relatively plentiful for smaller companies with a total equity size of 400 million. The final clearance of the shell is the problem of debt settlement and operation Flaws. For the backdoor side, the shell besides "small", "net" is also an important measure of standards.　　The so-called "net" means that the debt cannot bear too much pressure. According to statistics, the sample stocks excluding 4.2 times times the debt of St, the remaining 21 companies have an average balance of 61.3%. Because many enterprises for the cyclical heavy industry, such as machinery and delivery equipment, so 61.3% of the debt rate is relatively low. However, there are still some shell debt pressure, such as the green-view holding debt rate of only 22%, look at its balance sheet, the company does not have long-term debt, short-term liabilities also fell sharply.　　Of course, this is not unrelated to the company's operating structure, the green landscape holding main property management, belonging to the light asset companies, debt pressure is indeed small. And deal with the debt solution, mainly divided into backdoor party all inherit, the original shareholder to deal with before, and backdoor party and original shareholder repay together.　　In reality, the third Way is more common, namely the backdoor side, the seller, the creditor and so on three parties reached some kind of compromise, the listed company original shareholder repay most of the arrears, the backdoor side to make up the remaining small portion to the creditor. The way of repayment is divided into cash and assets. Currency cash is the first choice, the period of short repayment is not prone to disputes.　　However, since the listed companies or backdoor parties will have a shortage of funds, the sale of assets has become the next step. As debt covers both short-term and long-term liabilities, it is a consideration for the backdoor to see whether the cash flow of listed companies is plentiful, in other words, whether they can bear some of the debt repayment. According to statistics, 22 sample stocks last year, the average cash flow of 82.6 million yuan. This is for the total equity scale online in 400 million of the small disk publicIn the case of the secretary, $82.6 million in cash is still relatively abundant.　　At this point, a small share capital, relatively low stock prices, performance reversal of hopelessness, debt pressure lighter, such as 4 elements of our listed companies to filter out 22 samples of the basis, these judgments are based on the comparison of data. In addition, we screened out the company also has from the industry angle discrimination. The managing director of Beijing told reporters, "overcapacity industry, emerging industries, the strong willingness to expand the mature industry are easy to happen mergers and acquisitions case."　　Through restructuring to solve the problem of overcapacity, the rapid development of emerging industries have a high rate of policy support, while the mature industry's asset profitability stability can be expected, as long as the expansion through mergers and acquisitions, the industrial chain is also good. corresponding to the sample stock industry, chemical and delivery equipment is the most two industries covering the shell resources. At present, these two industries are in a phase of relatively overcapacity. Information equipment and pharmaceutical organisms followed, the two major emerging industries in recent years, the policy has been vigorously promoted, dividend frequency, as a potential acquisition of the target is not surprising.