St dead Shell: original shareholder down-hearted to sell shell exit impulse

Since the IPO suspension last October, there have been 4 companies to borrow Shell St Enterprises, including St Chenghai, St Cheng, St Hongsheng, St, and so on announced the reorganization of the program.　　St companies have clearly become a new nuggets of capital markets.　　Financial weekly major research group Cai Jun/writing into the plight of St enterprises, but now turned into a capital market of incense. According to statistics, since the IPO suspension last October, there have been 4 companies to borrow Shell St Enterprises, including St Chenghai, St Cheng, St Hongsheng, St, and so on the release of the restructuring program.　　St companies have clearly become a new nuggets of capital markets. The reason for this is that the direction of the regulatory layer should not be overlooked.　　Since the financial verification, regulators have repeatedly stressed the argument of industrial integration, the majority of St enterprises are poor due to the industry downturn caused by the backdoor side through the replacement of high-quality assets listed, the performance of the unstable business, not only to clarify the capital market, but also to shareholders, become the direction of supervision and encouragement. But what kind of shell is the object of the buyer's favor? In the actual operation process, because the St enterprise many deep predicament, the asset substitution and the debt settlement is the investment bank for its service focal point. However, the interests of the entanglement, the process of each project and the outcome are different.　　The wisdom of investment banks, the solutions given, are becoming more important. Three standards: business, debt, equity capital is small backdoor side value St Enterprise important factor.　　A small share capital means that the shareholder's strength is weaker through the probability, while the cost of buying the shell will be relatively low. What kind of St Enterprise will become backdoor side favor of the fragrant pastry?　　Business, debt, size of equity, and so on, are both buyer and investment bank considerations. Operating indicators, due to the general net profit loss of St company, it can be said that the original stock of the east has sold the impulse of the shell exit. Among them, the small business size of the enterprise net profit is lower absolute value, in fact, operating income is not bad. St Cheng, St Taiguang as an example, last year, the operating income of two companies reached 1.406 billion yuan, 77 million yuan, and the net profit of each loss of 47 million yuan, 1 million yuan.　　Two companies although net profit loss, but the amount is not large, and the rest of the St plate compared to the other enterprises can be said to inject assets after the results of tipped ladies not difficult. On the debt side, the backdoor is more willing to touch the shell resources with a relatively light debt scale. For if backdoor debt-burdened listed companies, the huge debt that the buyer inherits may not be repaid by itself.　　Among them, because the debt is divided into short-term and long-term, more cases of St company large shareholder short-term debt is too big more willing to sell, which for the buyer, hand in hand ample cash flow becomes the necessary condition. Of course, the small equity is backdoor side value St Enterprise important factor.　　On the one hand, the St restructuring program must be the threshold of the general meeting of shareholders, small equity means that the shareholder strength is weaker through the probability of large, at the same time, buyers buy shell costs will be relatively low. However, these seemingly relatively simple conditions do not implyTo borrow Shell St Foolproof, this road is still extremely difficult, with the help of investment banks, the hardest to deal with IS asset injection and debt solution problem. The game of asset replacement "sell and inject at the same time operation, this is very difficult, many of the early buyers and sellers did not communicate well, information asymmetry is not uncommon." "For St Enterprises, the most urgent is undoubtedly performance reversal, as soon as possible to achieve successful" tipped ladies.　　Because the main business for many years resulted in loss of performance, and investment banks in which the solution, usually divided into the original assets sold, injected high-quality assets two kinds. "In general, we operate in the order of first selling and then injecting." The original shareholder to the enterprise's loss business, including personnel, fixed assets transferred out of the listed companies, thus forming a net shell, so attract buyers more convenient. The next injection of assets will be in the way of additional, injected and also can melt a sum of money. But there are items are sold and injected at the same time operation, this is very difficult, many of the early buyers and sellers did not communicate well, information asymmetry is not uncommon.　　"A manager of the mergers and acquisitions Department of East China Securities dealers told the Financial weekly reporter. In the process of selling the old business, the investment bank will sell to the original affiliated party or unrelated third party according to the situation.　　If assets generate a steady flow of cash, the latter is more often chosen. For example, St Thai Fu (now Thai fu) case, the company's previous major shareholder for Cofco Group's subsidiary of Fengyuan Group. Since 2010 in the company, Fengyuan for its injection named "Fung Tai Biological" assets, the assets of the main chemical products.　　However, this has been placed high expectations of business in the future is Waterloo, last year, the third quarter of the company's net profit fell by nearly 100%, Cofco Group decided to withdraw from the St. Thai rich, coveted the long time the Shandong Geological Bureau is to take over the injection of minerals. The first problem with the capital operation lies in the way in which the "Tai-tae" organism is placed.　　In recent years, due to the listed companies in Cofco have been declining performance, the internal integration of stripping assets is imperative, which resulted in "Fung Tai Living" can not be another group of other members of the bar, retreat only to the third party to resell. Finally, "Fung Tai Biological" sold to Beijing is run investment company. Qilu Securities said in the report, "Fung Tai Biological" can still produce a stable profit every year, but due to St Thai rich original debt, high cost of pressure to lead to the decline of the listed company net profit.　　Perhaps this is the point, so that "Fung Tai Biological" can not find the homes.　　In fact, more of the situation for the loss of listed companies is caused by the main business mismanagement, forcing the sale of assets can only be a holding shareholder "left hand inverted right" helplessness. For example, St, the actual control of the company to change the investment in the sail, 2009 has thrown the "sale + injection of assets" of the fixed increase program. Everbright Securities to solve the path, is to the pharmaceutical business and Accounts receivable transfer to large shareholders, and then the big shareholder's real estate business into the listed companies.　　In other words, big shareholders eat into the medicine and other non-performing assets, but also have to hand in the real estate business transfusion into the listed companies. It is noteworthy that the large shareholder injectedIs the real estate business, so the original land and plant is still reserved, future plans to package into the real estate business development. However, this "tangled" scheme eventually died out.　　The reason for this is to inject the quality of the assets. "Since the asset is injected into the company to tipped ladies, the quality must be guaranteed." In the meeting, members will ask us various questions about future profits, ranging from external environment to internal growth.　　The general manager told the Financial Weekly reporter. The biggest reason for the failure of the ST's reorganization is that the real estate business has been banned by the regulatory level. 2009, the Securities and Futures Commission suspended the listing of real estate enterprises to accept the case, Everbright Securities had to deal with the listed companies and regulatory layer, hoping to knock open the door.　　However, the regulatory layer closed the property financing, eventually led to the company board of Directors to withdraw the solution after the fruitless. "The regulatory ban on industry bans causes miscarriages, and more or less of the injected assets themselves are problematic," he said.　　said the general manager. This year's noisy St Hongsheng, a series of restructuring farce The root cause, is the original injection of the asset itself has a variety of drawbacks. In April 2012, the company, which relied on home rents and a respite from property revenues, was introduced into the Rhineland group, which injected the Rhine into a 45% per cent lease.　　Data show that, founded in 2010, the Rhine Tatsu Leasing main rental financing, the end of 2011 operating income, net profit achieved 44.455 million yuan, 22.427 million yuan respectively. "Financial assets will be difficult to get through, and the establishment of the Rhineland only 2 years, increasing the difficulty of predicting profitability." But the plan says that injecting 45% per cent is not an absolute holding, so it is not necessary.　　Industry-related business leaders said. In fact, St Hongsheng through regulatory arbitrage around the SFC's jurisdiction, in order to complete the form of legal arbitration asset injection. However, careful layout ignores the most basic asset quality. At the end of 2012, the company announced the use of Rhine Tatsu leasing replacement mountainous new energy, macro exhibition real estate, Tiensen logistics, such as holding Shanxi natural gas.　　Obviously, a "ladder" of the financial technology will eventually cover up the lack of asset quality.　　Complex debt solution to the heavy debt burden seems to be the "heart" of the St Enterprise Forever, the investment bank moves in the buyer and seller, solves is realizes the backdoor party benefit maximization. "Buyer Backdoor will accept the original debt of listed companies." The general backdoor party is unwilling to take over the debt of large companies, after all, repayment is a nuisance, but many of the reorganization is actually local state funds in the promotion, so the debt problem must be resolved.　　"A shanghai-based investment banker told the weekly finance reporter. He said that dealing with debt settlement is usually divided into three ways, such as negotiation, currency replenishment and asset liquidity.　　The most desirable option for negotiations was for creditors to exempt debtors from their arrears.　　But in reality, the investment bank can generally do is the backdoor side, the listed company original shareholder, the creditor and so on three parties to reach some kind of compromise, namely the listed company original shareholder repayment most arrears, backdoor side to make up the remaining small portion to the creditor. Way to repay, which is divided into currency cash and asset transformation. 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. "It's going to take time," he said. "We'll start by looking at the valuation agencies to evaluate the assets they sell and then do the transfer. But creditors are often reluctant, because assets have a risk of impairment, which requires us to communicate, the best land repayment, fixed assets second, intangible assets are almost not accepted.　　Said investment bankers.　　Negotiations became the most crucial means of settling debt. At the outset, the former is faced with the problem of inheriting Wuhan Finance Bureau, 5 banks and other a billion of yuan arrears.　　Because debt is divided into principal and interest, it is possible to exempt interest first, which in turn may reduce the repayment of principal and become the target of different stages of debt repayment negotiation. Finally, after countless negotiations, Yang sail investment persuaded Everbright, CCB, ICBC and other 3 banks, as well as the Wuhan Municipal Bureau of Finance waived interest, that is, the actual controller can only repay the principal. At the same time, the remaining 2 banks ' arrears are still paid on principal interest.　　All the way to repay the debt is cash.　　In fact, debt is not only the original shareholders of the company, backdoor side as a debtor case is not uncommon. such as St Everest (now Tibet Everest). In the 2008 financial crisis, the company's indirect holding Fanghai into the group due to the financial crisis and Shanghai foreign trade debt, the former cash flow tension, leading to the hands of the tower in the mining pledge 92% stake to the latter.　　However, this pledge has become the biggest obstacle to the reconstruction of St Everest in the future. Data show that the group of the Sea into the 2004 St Everest, in the settlement of a variety of remaining problems, in 2011, the group threw out a plan to inject the listed companies into the tower of mining assets.　　However, as the group and Shanghai foreign Trade exists more than 1 billion yuan debt, the tower of mining is also pledged to the latter, both sides of the court eventually led to the planned abortion. In this respect, BOC International to complete this project rushing among them.　　After weighing and after the arbitration of the court, the solution given by the investment bank is divided into two-step strategy. The first step, is pledged in the Shanghai Foreign Trade Tower in the mining industry, the shareholding structure divides into the Hai Cheng Group, the Shanghai foreign trade each holds 54%, 46%, the latter according to the registered capital pays 86.112 million yuan to obtain the group transfer 46% equity.　　The second step, the tower of mining through a fixed increase in the way into the St Everest, once the completion of the listing, Shanghai foreign trade can be sold after the lock-up period of more than 1 billion yuan of debt compensation. Among them, more than 1 billion yuan includes debt, interest, and 86.112 million yuan in mining cash.　　If Shanghai's foreign trade in the future in the two-tier market earnings more than due, the excess part will be returned to the Sea group.　　This is a rare attempt to change the future assets of the two-tier market by issuing additional methods to complete the debt repayment case. It is noteworthy that BOC International's two hidden "lives", one, the risk of listing failure, the second, listed after the stockThe price is not ideal or lead to Shanghai foreign trade can not carry the more than 1 billion yuan owed.　　And the final solution given by BOC International is to return to the old ways that the group will make up cash. This "Tangled" scheme, in essence, is the success of the listing, as well as the stock performance after the listing as a bet, a little missed, cash flow shortage of the sea group has to "hard" to pay off the debt.