H-Shares return to a-share two models of four schemes

Sujiang Chen Zhifeng Last October 21, the Hong Kong board listed the H-share company Shandong Molong (0568.HK,002490.SZ) First in the SME listing, after the Dalian Port (601880.SH) and the Golden Corner shares (601992.SH) successively landed in Shanghai, and China's traffic construction (1800. HK, hereinafter referred to as the plan for a new A-share and exchange-stock absorption combined with road and bridge construction (600263.SH) was announced last year, after the list also included two auto companies BYD shares (1211.HK) and Great Wall Motor (2333.HK)-all show that　　A year after the IPO resumed, the return of the H-shares to a shares began to evolve into a trend. According to incomplete statistics, at present, more than 50 companies in the Hong Kong stock Exchange have successfully returned to a-shares, more than 90% of them have opted for the initial public offering of new shares to the A-share market, and for H-shares or their controlling shareholders, which have held a single or even listed company in a-share market　　, the pattern of exchange-swap absorption and merger has become another model that they have gradually accepted.　　Coincidentally, 4 H-Shares, which have recently been completed and are progressing, represent the return of two types of H shares to a shares, with Shandong Molong and Dalian Port as the former, and BBMG shares and shares in the latter. It should be noted that, even in the same regression model, there are still a few differences in specific programmes. such as the H-share company Shandong Molong directly back to the SME to issue new shares financing; Similarly, the newly-financed Dalian port, while its controlling shareholder, Dalian Port Group, has subscribed for part of its stake in its assets, although Datang power (0991.HK)　　China Datang Group, a major shareholder in the return of a shares, subscribed for some of its shares in cash, but the shareholders ' participation in the IPO was the first of its kind in Dalian port. Another type of regression model, March 1 just listed the gold corner shares directly absorbed the merger of the A-share company Taihang Cement (600553.SH), but last year the last day of the announcement of the plan of the share plans to absorb the merger and bridge construction, but also through the new shares of public investors to raise funds.　　Prior to the merger through the exchange of shares of the model to return a share of the company in accordance with the order also includes Weichai power (000338.SZ), China Aluminum (601600.SH) and Shanghai Electric (601727.SH). According to statistics from Wind, as of March 3, 67 companies in more than 160 H-shares have been listed in both H and a shares.　　A relatively high p/E ratio and last year's IPO boom has left many of the remaining 90 companies looking at home.　　BBMG shares absorption merger too cement: Avoid raising funds March 1, completed absorption merger too cement after the gold corner shares to achieve a shares listed. On the day, the gold shares opened at 15 Yuan, up about 66.67 more than the 9 yuan issue price% after a small decline, its share price was pulled up to a high of 16.27 yuan, although the price of the tail plate fell, but the close of 15.05 Yuan still recorded about 67.22% of the rise.　　According to the data, the trading volume of the BBMG shares of March 1 set a turnover rate of 32.49% to 1.564 billion yuan, and by this effect, the H shares of the same day were closed at HK $10.98 by 5.78%. Judging from the return on sale of the SSE, the first 5 seats included 3 institutional seats,　　The total selling amount of 343 million yuan is the first 5 sales department to buy the total amount of twice times more; buy seats in addition to the second in the livelihood of the Minsheng Securities Zhengzhou West Taikang Road, the other 4 sales departments from Zhejiang Capital, including the Everbright Ningbo Liberation South, such as "death squads" known to the business department. Even on the day after the IPO, there is still an institutional seat in the top 5 sales departments, selling about 20.3226 million yuan.　　On March 1 and March 2, the average price of 15.3 yuan and 14.5 yuan to calculate, the agency sold about 23.8 million shares. In fact, according to the BBMG shares and the seller's forecast data, It is estimated that the earnings of each share will reach 0.63 and 0.92 respectively after the company's 2010 and 2011 diluted that means the 15.05-dollar closing price for the first day of the IPO, which is just 24 times and 16 times times the 2010 and 2011, is slightly higher than the average valuation of the current real estate sector, but for the cement and building materials industry The valuation is not high, so why would the agency choose to sell more than 23 million shares at the start of the company's IPO?　　One comparable data is that up to the end of September last year, 5 institutions, such as China Revival stock, which entered the top ten circulating shareholders, accounted for only about 26.6214 million shares, even if the proportion of 1:1.2 was converted to 32 million shares.　　All also from BBMG shares return a share of the specific plan to talk about. According to the Taihang cement in the last June 7 after the exchange of shares announced the merger plan, BBMG share a shares of the share price of 9 yuan per share, The price is about 20.43 times times and 14.37 times times the earnings of 2009 and 2010 respectively; Meanwhile, the share price of BBMG's shares, which is to be absorbed by the combined shares, is set at 10.8, with a share of 1:1.2.　　That is to say, 100 shares of the Taihang cement shareholders who give up the cash option will be able to obtain 120 shares of the new A shares (the golden corner of the shares of their own holdings, excluding the completion of the merger after the cancellation).　　Similarly, in this plan, the Sun Cement's cash option to declare the price is set to 10.65 yuan, this price than the company last April 1 before the last trading day close, 20th and the top 30 daily average price has a 5%-8% range of premium. Cash options in the Prospectus and incorporation report submitted by the Golden Corner at the end of last yearThe provider is identified as the gold group and the Fidelity Asset Management company, which undertakes to pay for no more than 150.0584 million shares and the cash options required to exercise the cash option for the remaining share declaration. However, due to the transactions from last June to this February, Taihang Cement Two-tier market share prices did not maintain the 10.65 yuan in the cash option to declare the price fluctuations near, instead of rising slowly, the stock price rose to about 13 yuan in late January, and in the next few trading days, with BBMG shares and too much cement at the same time and obtain approval approvals, the Taihang cement shares jumped up to 15.88 yuan,　　The last trading day was closed at $14.98 before the merger was implemented. According to the announcement from the Taihang shares of February 10, after the company statistics, there is not too much cement shareholders declare exercise cash option,　　Obviously, under the background of the price of 14.98 yuan before the suspension, no shareholder is willing to exchange cash at the price of $10.65, because they can sell from the two-tier market for quite a long time before the suspension. If the price of 14.98 yuan per share before the suspension, holding 100 strands of cement owned by the market value of 1498 yuan, in accordance with the share of 1:1.2, this 100 strands of cement will be changed to 120 share capital,　　This means that in the first day of the BBMG shares on the first day of the price of 12.48 Yuan, the shareholder's market value is exactly the same as the original 1498 yuan.　　It is also because the BBMG shares on the first day of the IPO makes the relatively rational institutional investors choose a big reason for the retreat. After all, even with the March 1 BBMG shares on the first day of the IPO opening price of 15 yuan and closing price of 15.05 yuan, through the exchange of shares of investors who hold the gold corner also get about 20% of the arbitrage space, if the highest point of the date of the top 16.27 yuan projection, arbitrage space even more than 30%　　Although the next day on the market, the stock has been trading in the green disk area, the previous trading day to grab the chips of Citic construction, such as Hangzhou Jiefang Road Sales department is still continuing to buy, but for the investors sold on that date, as long as still through the exchange of chips, still enjoy 10%-20% of the arbitrage space.　　Of course, such a good stock performance, so that the Fidelity assets to provide 9 yuan under the implementation of the additional option of the commitment to ultimately avoid the risk of implementation.　　Still, BBMG shares in the bank from the Taihang shares announced last June 7 of the reorganization plan has been completed in less than 10 months to absorb the merger of Taihang Cement and its own a-share return is not easy. Through this return, on the one hand, the gold Corner group to achieve in 2007, the acquisition of cement in the commitment, that is, "when the time is ripe through asset reorganization and integration will be with the cement-related industries assets and business into the listed companies to solve the competition problem"; BBMG shares in the IPO in 2009, the same commitment to the development of Ethernet cement into the golden corner of the company's cement business is the only development platform, and within 12 months to completeInto the cement assets integration scheme to solve the competition problem of the cement business. In the end, the shareholders of the Taihang cement successfully enjoyed the growth of the performance of the gold-equity shares through the stock Exchange Mode. The results of March 1 showed that, at least after the swap, these shareholders had 10-30% arbitrage space in the short term, while for BBMG shares, the merger and the A-share IPO continued to maintain the integrity and synergy of the industrial chain.　　, it can be said to be a result of double win.　　It is worth mentioning that the return to the gold shares from the H-share share of the scheme, although the successful completion of the merger of Taihang Cement, but also through the audit committee of the Golden Corner shares in the IPO at the same time abandoned the public fund-raising. Since the State Council began to regulate the real estate industry since last April, the IPO, reorganization and refinancing of real estate enterprises have been suspended. And the real estate development business occupies nearly 30% of the gold corner of the merger of cement and the IPO in the January 21 this year, respectively, acquisition and reorganization of the Commission and the Commission passed the news that the market led to the real estate regulation gate of the false, since then, some investment bankers have analyzed that BBMG shares have been allowed to release, in addition to the state-owned background closely,　　Its abandonment of publicly funded programmes is also an important reason for adoption.　　However, this claim has not been confirmed by the shares of the listed companies.　　The return of shares: absorption merger + public fund-raising last December 31, the suspension of 4 months of road and bridge construction chose the last trading day last year announced the reorganization plan. According to the plan of the first public offering of a A-share and a-share exchange for the merger of the road and bridge construction, the shares of the Chinese stock exchange are expected to be issued to public investors and raise funds, and the total number of the two parts is not more than 3.5 billion shares,　　Accounting for about 19.1% of total equity after the issuance of the shares.　　Currently listed in Hong Kong's share capital structure by 1,039,750 shares and 4.4275 billion overseas listed foreign shares (H shares) together, the new 3.5 billion shares accounted for about 23.61% of the current total equity. Compared with the gold stock return a shares of the absorption merger scheme, the choice of shares is clearly a step closer to merging, as well as raising capital by issuing new shares to social-public investors, which will be used to buy dredging equipment, engineering ships and machinery, and to open up high-speed railways, urban subways,　　New markets such as tunnels require special engineering equipment, bot, BT projects, supplementary turnkey projects, and repayment of bank borrowings.　　According to the plan announced by the road and bridge construction, the exchange of shares for the share of the object of the issue includes the merger of the registration day after the close of the registration of all the shareholders, but the shares and its 4 wholly-owned subsidiaries in a public house, the two public institutions, the Zhuo Gang and the Chinese and the consulting company except. However, the determination of the replacement price for the road and bridge construction is based on the 20 trading days of 11.81 yuan/share before the Board resolution notice (December 31)Given a 23.03% premium, 14.53 yuan for the exchange price than the suspension of 11.96 yuan before the price is higher than 21.49%, which makes road and bridge construction in the first day of the complex card directly out of the "one word board" trading trend;　　On February 18 This year set a new high of 14.97 yuan, but its share price in the two months after the return of the main still around 14.53 yuan for price fluctuations around.　　Correspondingly, the share of shares and road and bridge construction in the ratio of the latter and the shares IPO price ratio, so it is necessary to wait until the IPO completed an inquiry before the final determination. Of course, in order to fully protect the interests of all the shareholders in the road and bridge construction, especially the small and medium-sized shareholders, the exchange of shares in the construction of road and bridge to share the merger also to the road and bridge construction in addition to the shares and its wholly-owned subsidiary of all shareholders to provide cash options,　　The declared price of the cash option is set at 12.31 Yuan, which is about 2.93% of the 11.96 Yuan premium before the suspension.　　Huatai Securities Investment Banking Department related personage analysis said, according to the trend of the last two months of road and bridge construction, unless there is a large scale of systemic risk leading to the collapse of the price of road and bridge construction and the high pricing of the shares in the two-tier market, its shareholders choose to change shares rather than implement the cash option is a big probability event.　　In fact, as early as August 17, 2009, Road and bridge construction has been due to the proposed company to carry out a major precedent-free, but 3 months later December 4, road and bridge construction complex licensing of the relevant conditions are not mature.　　At that time, the market even had a seller's agency as the road and bridge construction in addition to the shares and affiliated companies holding shares in the circulation of only nearly 160 million shares, so the decision to suspend the road and bridge construction of the major issues "is likely to be linked to the return of shares in the share market", but in various programmes are considered "the possibility of privatization relatively large.　　Now, road and bridge construction of the reorganization plan has been released, the Chinese stock exchange eventually abandoned privatization but gradually accepted by the market for the merger and absorption model. Through the reorganization plan announced by the road and bridge construction, we understand roughly the general procedure of the share IPO and the merger of Stock exchange, the two companies Board of Directors consider the agreement through IPO and merger, and the two sides sign it, and two board of directors adopt the local stock exchange to absorb the concrete contents of the merger plan ; After that, the approval and review of the relevant departments of state-owned SASAC, such as the SASAC, are required; Two shareholders ' general meetings of the Company adopt relevant matters and make resolutions, inform the creditor about absorbing the merger and perform the relevant procedures; The SFC approves the merger of IPOs and Swaps; launch IPO,　　Through the inquiry to determine the IPO price and issue A shares, according to the price to determine the share, in the exercise of cash option after the end of the implementation of the exchange of shares, processing of related stock delivery, industrial and commercial change, delisting announcements, and finally listed.　　Among them, any one link can not have the problem, otherwise the whole plan will encounter stranded. In the road and bridge construction announcedIn exchange for shares and issuers, the return of the shares of the stock price of the determination of the main reference to the shares can be compared with the company valuation, H shares and H-shares listed companies return to a shares issued three factors. In fact, the road and bridge construction is not the only one A shares listed companies, in 2006, another a A-share company Zhenhua Heavy Industry (600320.SH) in collaboration with the road and bridge construction by the exchange of shares in the SAC, both become the main profit unit of the shares, such as 2008 Zhenhua heavy industry about 2.551 billion yuan of net profit accounted for the share of the net profit of the year about 42%; but as the financial crisis hit,　　2009 Zhenhua Heavy industry profits fell to 840 million yuan, 2010 years ago 3 months is a loss of 462 million yuan, its profits in the shares of the profits accounted for a sharp decline, "so that the return of the shares may face a repeat of the listing contradictions relatively moderate."　　After all, from the main business point of view, the construction of road and bridge construction business and the main industry to share the shares; Of course, road and bridge construction from 2008 to leave the smooth growth of profits more to become a share of the return platform.　　From Weichai Power (000338.SZ), China Aluminum (601600.SH) to Shanghai Electric (601727.SH), and then to the current gold corner shares and the share of shares, cross-market exchange of shares to absorb the merger is gradually accepted by the market, after all, through privatization of the implementation of the delisting is not a best choice. In particular, the model of merger-and-acquisition mergers can be summed up as an H-share company can exchange shares for mainland target companies (H-shares or affiliated companies belonging to the same shareholder) by issuing a shares, the latter being eligible for a-share listing at the time of the withdrawal,　　This has resulted in the listing of both the mainland and Hong Kong, and the elimination of possible competition among the peers. Of course, it needs to be pointed out that, although the exchange-swap merger has achieved both listings and eased the financing pressure of the merger (under the premise of public offering of new shares at the same time), Zhang Shuhua from the Changzhou Institute of Technology thinks the model may lose a better financing opportunity than the IPO.　　And it is not as flexible as the IPO when it comes to asset selection, but it also includes a potentially negative market reaction, complex approval procedures, uncertain merger costs, difficult confidentiality, the risk of huge cash payments, and limited scope of use. Dalian Port Model: shareholders to subscribe to the new shares of assets should be said that, whether it is the equity or the return of the shares, they have a similar background, this is the H-share company or its shareholders in the A-shares holding at least one listed company,　　Therefore, it is necessary to solve the problems related to the competition in the newly-issued a-shares by means of exchanging shares and merging.　　In fact, the direct public IPO model is clearly the choice of more companies than the exchange-share absorption merger. According to the Zhang Shuhua of Changzhou Institute of Technology, there are more than 50 Hong Kong-listed H-shares that have successfully returned to the A-share market, excluding a numberA few, such as Weichai Power (000338.SZ), China Aluminum (601600.SH) and Shanghai Electric (601727.SH) and other attempts to adopt the method of exchange-share absorption, as many as 47 companies are used directly to the A-share market to open new shares of the model to achieve return.　　And in the brewing of this year's return to a shares of BYD shares and the Great Wall automobile companies in the A-share has no holding subsidiaries and affiliated companies shell companies, so certainly will choose the IPO model return.　　It is only to be pointed out that even the model of the direct issue of A shares, with the successful release of Dalian Port at the end of last year, has also seen new changes in its distribution plan.　　According to Dalian Hong Kong released last October of a share prospectus, the company plans to publicly issue a shares to raise funds, but also to the controlling shareholder, Dalian Port Group, the placement of shares, the latter with the relevant assets they have subscribed.　　The specific plan, Dalian Hong Kong company plans to new 1.5 billion shares, which issued 761.82 million shares to the public, the group directed to Dalian Port 738.18 million shares, targeted placement of the shares will be used for the acquisition of Dalian Port Group owned 14 affiliated companies, 6 subsidiaries and part of the port terminal business and related assets. Although in the previous 2006, Datang power generation H-Shares (0991.HK) in the return to a shares in the process, China Datang Group, as a controlling shareholder, directly subscribed to the strategic placing shares of about 150 million shares with 1 billion yuan in cash, while the Dalian Port Group's direct asset subscription for new shares was the first case in which H-shares returned to a shares.　　Many investment bankers think that this can be used as an appropriate reference in the scheme setting of the H-share return.　　According to the disclosure of the IPO in Dalian Port, as early as in November 2009, Dalian Sasac in the form of the "Dalian Port Group's core business overall listing program and the Dalian Port State-owned equity program," The formal reply agreed to Dalian Port this issue plan and acquisition plan.　　This shows that from the beginning of the IPO, Dalian Port has decided to open the public offering shares to the controlling shareholder of the placement of shares to subscribe to the group's assets, the relevant investment bankers summed up as a "side of the listing to solve" the overall listing problem of the new mode of distribution.　　In fact, many H-share companies still face the problem of competition among controlling shareholders and listed companies after returning to a-shares, so it is necessary to inject the relevant assets into the listed companies for the purpose of the whole listing by the directional additional mode, which is one of the most representative cases. June 2007, H-Share company Cosco (1919.HK) first returned to a shares through initial public offerings,　　Its success in the price of 8.48 yuan per share to the social public investors issued about 1.784 billion shares, access to nearly 15 billion yuan of financing, and then in the month of 26th successfully listed in Shanghai. However, after only 22 trading days, the Chinese ocean suddenly announced that starting from July 26 to enter the heavyA major suspension of business, the random company launched a plan to achieve the overall listing of the Non-public offering, but the "overall listing" is not very popular. According to the Non-public offering scheme announced by Cosco on September 4, 2007, the company plans to offer more than 1.297 billion shares to specific investors, of which the controlling shareholder's Chinese yuan Group owns 100% shares in Cosco, Qingdao Ocean 100% and Shenzhen Ocean 41.52%　　Shares subscribe to 864 million shares, and the cash for other institutions to subscribe for the new shares will be used to buy Cosco Hong Kong's holdings of Golden view100% and the Shenzhen Ocean Holdings in Guangzhou Ocean holding 6.35% of the equity. With this plan, COSCO Group will be held in the Cosco bulk, Qingdao Ocean, Golden View and Shenzhen Ocean all shares into the listed companies, COSCO Group and its subsidiaries and China's existing competition between the same situation will be eliminated,　　At the same time, the former also promised to give priority to the latter under the same conditions to buy the group and affiliated companies to sell and dry bulk transport related assets rights. By this message to stimulate the Chinese ocean in the 6 trading day after the transaction, the trend of continuous trading in 2007, under the background of Great bull market, China Ocean share price out of control, in a short period of more than one months to climb to 68.4 Yuan high, compared to the closing price of 21.7 yuan before the rise reached 215.21%,　　More than 8.48 yuan price increase is more than 700%.　　However, the price of 68.4 yuan in the year has also become China Ocean listed in the last 5 years, the highest point of the shares, as of March 3, 2011, China Ocean only closed at 10.3 yuan.　　In this way, as the H-shares of Dalian Port in the return of a shares in the process of choosing to the public a new a-share and to the major shareholders to share the acquisition of assets at the same time the model is obviously more reasonable and closer to the market than the "step-by-step" model of Chinese ocean, its shares in the two-tier market also avoided the trend of ups and downs accordingly.　　According to wind information statistics, the current Hong Kong-listed H-share companies have a total of more than 162 H-shares, a total of 67 companies contain a-shares and H-shares listed companies, the majority of the remaining companies have the intention to return a shares, especially in a group of central enterprises and local state-owned enterprise　　More importantly, the high valuations of the A-share market have also become the driving force for these companies to return to a shares. For this group of blue chips, in the return of a shares also faced with the overall market pressure, from this point of view, the choice of Dalian port to solve the way is clearly far more direct and simple than the Chinese ocean, one-step way not only omitted another cumbersome approval process; More importantly,　　The volatile market environment makes it impossible for companies to grasp the pace and cost of restructuring. As of March 3, Ah Stock Premium index closed at 102.81, 67 ah two listed stocks only 14 discount shares, of which China peace andChina's iron-built a-shares have discounted about 26% and 22% per cent, but the price of the Nanjing Panda, which has the biggest premium in the 53 premium shares, is 4.42 times times that of the H-share price (measured on the day of the Hong Kong dollar); more than 100% of the premium is more than 20. The existence of such a premium and the unusually hot 2010 IPO market have allowed more H-share companies to enjoy a high price/earnings ratio by returning to a shares for another financing channel.