Reorganization of the blowout separation Audit Accelerator investment Bank to find shell spit system hard constraints

Investors are more concerned about the identity hardness of the shareholders of the buyer and a number of generations of exchange, the impression is that the investment bank for the reorganization of business unprecedented attention to the restructuring of the pearl-"shell" resources are their first job "instances good business." From October 8 onwards, a-share company restructuring will enter the fast lane, "Traffic separation audit" has undoubtedly become an accelerator. The regulatory layer opened a window of reorganization review, whether further open the door? Brokerage investment banks to the reporters, the reorganization of the project, whether from the time cost, fees, varieties and so on, can not be as "favored" as the IPO, they hope in a healthy future market, restructuring and IPO parity. Financial profit treasure, demand deposit interest rate promotion 1000% reorganization system culture Construction Baiyun Mountain (market, inquiry) A major precedent-free reorganization brings the system test, how to cultivate a more suitable restructuring soil? Traffic separation audit played the role of accelerator August 27, Major asset restructuring financial advisor Guotai released, Guangzhou pharmaceutical Industry (600332. SH) exchange of shares to absorb the merger, issue shares to purchase assets and related transaction Implementation report, declared 1.5-long Canton Medicine merged Baiyun Mountain (600332. SH) case. 　　Close to the incident, said the reorganization of the approval of many, the most complex is related to the Shanghai, Shenzhen, Hong Kong and the three exchanges. "Canton Medicine is a+h listed, absorption merger is a a-share company in Shenzhen." The SSE has not done a similar case before, the company has two branches in Shanghai and Shenzhen, the shareholder number is completely different, in order to change shares can only redo a system. The exchange between the SSE and HKEx is also very difficult, the two sides to the demand for the letter is completely different. "This reorganization thanks to the stock market, the whole market go up, good luck." All shareholders have benefits. From the perspective of investment banks, we hope that after the reorganization of the canton medicine, from the Gado Wanglaoji dispute, more consideration of the future strategic layout, such as further mergers and acquisitions. Guang Yao is afraid of what control dilution, the pharmaceutical industry has long been completely competitive. These people also said that from the healthy development of the market, a-share financing is still mainly by the IPO. Although the reorganization began to have matching financing, but the financing tools and instruments are not sound. For investment banks, although there is no less energy cost, the restructuring fee is much lower than the IPO. 　　All this requires regulatory control to further regulate the restructuring. As of September 13, the SFC announced the progress of the merger and Reorganization review, which included 55 items in the list (some of the projects have been concluded). Of these, 41 projects are "share-purchase Assets", an easy-working restructuring model for investment banks. Huatai Union, Southwest Securities (market, interrogation) (600369. 　　SH) and so on, such as the long period of investment bank, such projects more. Issue shares to purchase assets, on the one hand for the listed companies to extend the main business chain, on the other hand to participate in new business areas to cultivate new growth. The old shareholders of listed companies are generally happy to see asset size and "theme" increase, of course, there are exceptions, if injected into the asset abuse dasheen chargeNumber, shoddy, no imagination, is tantamount to the old shareholder "subsidy" of new shareholders, after the development of the prospects of restructuring is slim, investment bank also became a pig dozen water injection needle of the black-hearted traffickers. In July 2011, as the injection of asset valuation increased by as much as 7 times times, poor quality of assets, public shareholders voted to veto the CICC as a financial advisor of the Guangdong high-speed purchase of assets bill. 　　Since then, the Guangdong high-speed has been depressed, the market value of the most shrunk nearly half. The "major asset reorganization" in the merger and reorganization, according to the reorganization method three "50% indicators", including Citic Securities (market, interrogation) (600030. SH) (Market, Inquisition) (600860. SH), Zhejiang Merchants Securities Jinlong shares (market, inquiry) (000712. SZ) and hundred Group (market, inquiry) (600865. SH), the information of the Shi Ji of avic Securities (market, interrogation) (002153. SZ), Xinda Securities of the Northern wilderness (market, interrogation) (600598. SH). A company in the restructuring of the audit phase of the listed companies, executives said that the regulatory layer for the light asset companies are particularly concerned about the purchase, the company before the frequent on-site verification, some major asset replacement companies are suspected of illegal to be on the case, the reorganization of the application was suspended for review. In addition, the reorganization audit also has such as Zhang Ze electricity (market, interrogation) (000767. SZ), Ao Ke (market, interrogation) (600336. SH), *st East Heat (market, inquiry) (000958. SZ), great energy (market, interrogation) (600403. 　　SH), such as exemption (simple), acquisition (simple) procedures in the project, summary procedure refers to the waiver of the offer. Under the background of financial service entities, regulators are interested in speeding up the reorganization review. The introduction of "Traffic separation Audit", which plays the role of accelerator. 　　Let the market return to the market, through the reorganization and intermediary of the active disclosure, fully exposed assets risk to investors to judge their own, like the IPO reform, when a a-share reorganization of the system of cultural construction direction. Investment bankers have suggested that regulators should upgrade their restructuring by 10: three-month ban (three months after the failure of the transaction plan), parallel approval (declaration of multiple unrelated acquisitions), small single trial, shareholder review frequency and content, gambling payments, matching financing limits and uses (25% cap modification), gambling on the other side,　　Foreign ownership arrangement, one approval two times issue (goodwill processing), asset package integration and adjustment. How to reorganize the interests of all parties in the interest game to objectively understand and evaluate the reorganization performance, from the strategic point of view. Investors are more concerned about the restructuring of net income of shareholders. According to Chingko research data, the first half of China's purchase and market disclosure of the amount of incorporated 383, involving the transaction amount of 40.3 billion yuan, up 24% year-on-year, is the Chinese market has been the largest total trading in the last six months. Financial profit PO, current savings rate increased by 1000% Guotai The special report argues that the value of mergers creates the key synergy effect,"Synergy-Premium Cost = Net income (npv>0)". According to the theory of Coase transaction cost, the equilibrium between the marginal transaction cost and the increase of marginal organization cost is decided by the merger and acquisition boundary, and the organization coordination in the Enterprise is substituted for the market coordination, the aim is to reduce the transaction cost. 　　Investors actually pay more attention to the net income of the shareholders, but the synergistic effect is difficult to grasp. There is a recent example of investor interest in buying-side earnings. September 17, Jinlong shares (000712. SZ) announced the acquisition of Zhongshan Securities 66% stake in the purchase of major assets of the Securities and Futures Commission approved. On the same day, Jinlong, the actual controller Yang Zhimao also said that will be the dragon holding the water Business company audit, Zhongshan Securities after the completion of the purchase of the matter within 6 months, the water company will be transferred to the shares. 　　The transaction may again constitute a major asset reorganization, which will be reported to the SFC for review. 2011, Kam Long completed 1.3 billion yuan, the largest shareholder only subscription, when the market on the speculation Jinlong will take additional funds, mergers and acquisitions have 40% of the Dongguan Securities, to achieve the listing of Dongguan Securities loan shell. People familiar with the matter said that Jinlong's 2.6 billion yuan acquisition of Zhongshan Securities 66% Equity, is fast. 　　Last December, the suspension of this March, a duplicate notice of the acquisition, June received the first feedback and postponed a reply, the August bulletin holding more than 5% of the shares of Zhongshan Securities shareholder right, the September notice acquisition approved. It is said that Kam Long originally planned to buy and Dongguan securities, which the other shareholders of Dongguan securities demand Jinlong with the proportion of capital increase, Jinlong turned to the target of Zhongshan Securities. From last year's financial data, Dongguan securities assets of 10.78 billion yuan, net profit of 119 million yuan, are much higher than Zhongshan securities 6.16 billion yuan, 88.32 million yuan. As a result of "one to one control" needs, Jinlong in the completion of the holding of Zhongshan securities, objectively will restrict the "better fundamentals" of the development of Dongguan Securities. These, are in the Jin long reorganization is coming to an end, two securities dealers shareholders (including Jinlong's public shareholders) need to think about the problem. 　　I do not know, as jinlong this restructuring of financial advisers, Zhejiang Securities (the last issue of the sponsorship is also Zhejiang merchants), there is no consideration and this. According to a A-share traditional thinking, there is a reorganization of asset injection, new business development, are good. But the policy, the industry's strategic point of view, whether the reorganization will bring incremental effect? such as this year by the palm of the technology (market, interrogation) (300315. 　　SZ) and other listed companies launched mobile game asset acquisition heat, mobile phone game innovation and profitability in the end how? This April, 35 interconnected (quotes, interrogation) (300051. SZ) announced the proposed acquisition of CICC online, the estimated 208 million, growth rate of up to 103%, attracted wide market questions. At the end of August, the 35 interconnection bulletin needs to be the internal rectification of the underlying assets business, expand the scope of the audit, the above issues in the short term to resolve the possibility of lower. In addition, CICC's online performance is less than expected, which has a significant substantive impact on the restructuring. Meanwhile, the Xiamen certificateSupervision Bureau on the 35 interconnection site inspection, to 35 of the Internet issued administrative supervision measures decided to complete rectification within 30th. 　　All this casts a shadow over the restructuring. The reorganization of investment bank, the investment bank to restructure the business unprecedented attention, find "shell" is the first task. Investment banks should pay more attention to Word-of-mouth, not the penny of the IPO suspension for nearly a year, securities investment banks for life, increase the issue, restructuring business efforts, this is understandable. But because the reorganization of the interests, assets, debt, hidden risks are very many and complex, investment bank in contractors restructuring business, not because of the benefit of the moment and Penny, hit the signboard outweigh the gains. 　　The negative brokerage in this respect, is not expressly. Reporters and a number of generations of exchange, the impression is that the investment bank of the reorganization of business unprecedented attention to the reorganization of the pearl-"shell" resources to find is their primary work. A few months ago, there was an investment bank in charge of talking to reporters, are contacting the market capitalisation of 1.5 billion yuan below the listed companies. 　　The reporter interviewed one of the 1.3 billion-dollar market capitalisation "eligible" company, learned that recently the company has a number of investment banks to contact backdoor, but this year's performance will improve, "shareholders also want to do something", "sell shell unnecessary." This kind of "shell" Company's idea, should be a minority. This is also the asset side, the investment bank "wishful thinking" of the idea of contrast. So what is the real idea of investment banks? A Shenzhen Paude Frankly, the first project has not been the focus, "who has the resources who introduced the reorganization, the industry matchmaking more." "For restructured shell resources, the smaller the market capitalisation and equity, the better." "The key to restructuring depends on the profitability of the restructured party to see if it can hold such a large plate." "A Shanghai investment bank MD says investment banks are most concerned with restructuring" invisible things, such as debt, the succession of corporate entities, and the promises of former shareholders. After all, the third party, only the listed companies, do not recognize the new shareholders or the old shareholders. "Mergers and acquisitions risk is very large, especially the insider trading risk, the reorganization of the relevant subjects are very complex, the reorganization party can only ensure that they do not insider trading." "A Beijing investment bank MD said, is helping a city in the north of the top five of the decoration company to find Shell, hope Shell Company has 1 billion market capitalisation, new assets injected after backdoor side has 20%-30% equity. 　　"The two sides reorganization conditions, backdoor party hope that the old shareholders take away the debt, while the old shareholders feel that the company's net assets or positive, it is impossible to transfer the holding rights in vain to take away the debt." A Shenzhen investment bank MD said the key to restructuring is to find shells, money is not a problem. "The company's headquarters email us, and a construction company wants to borrow the real estate shell." We have also talked to several families, one of which has done a good job, the desire to sell shells is not strong. It is said that the real estate refinancing rules will not be introduced until the end of October, so there is no report. "The merger and reorganization of the business, the test is the Securities investment Bank personnel resource discovery, communication, risk identification processing, as well as asset pricing, sales and other comprehensive capabilities." A single qualified reorganization, after the accidental luck, must be the human ability contest.