The dilemma of "cash choice right"

April 12 evening, Laiwu Steel shares (600102.　　SH) and Jinan Iron and Steel (600022.SH) The third release of the "absorption of mergers, directional additional" restructuring program. The big difference between the new scheme and the previous scheme is that it expands the cash option to all shareholders, whereas the previous scheme only gives the shareholders who challenged the cash option. On that day, the suspension of nearly two months of Laiwu steel shares and Jinan iron and steel double after the word trading.　　This is a big difference from the market performance of the second plan when it was first launched.　　Is it a three-time change program that will get investors through? The resistance is clearly still there. Some brokerage researchers pointed out that, although the current trend of steel stocks, but if the two-quarter inflationary pressure continues to increase, the economic environment to empty, the steel plate is likely to fall, Laiwu Steel shares of the restructuring of the implementation of the resistance will increase. In addition, the reporter learned that there are many investors believe that the return of the demand after the increase in the profit will not be able to make up, the price of cash options continue to decline in the interests of small and medium shareholders.　　In the three restructuring of the stake in Laiwu Steel, the price of cash option from the first 12.29 yuan to the second 8.90 yuan, to 7.18 yuan this time.　　The dilemma of cash choice right in the new reorganization plan, Jinan Steel, Laiwu Steel shares of the 20 trading days before the trading average price of 3.44 yuan, 7.18 yuan, to give the shares of Laiwu Steel shareholders 16.27% of the risk premium, the determination of the Laiwu steel shares and Jinan iron and steel stock exchange ratio is still the original 1 2.43 unchanged.　　And the second reorganization of the project at that time, Jinan iron and steel exchange rate of 3.95 yuan per share, Laiwu Steel shares of the exchange rate of 8.90 yuan per share, to give Laiwu steel shares of shareholders 7.85% of the risk premium, which determines the Laiwu steel shares and Jinan iron and steel exchange ratio of 1:2.43. "At present, the stock price of LAIWU Steel has a significant discount compared to Jinan steel, the restructuring plan has been more positive than last time," said Dong Xin Securities analyst.　　Jinan iron and steel stock price of 3.59 yuan before the suspension, Laiwu Steel shares 7.56 yuan, which calculated the actual discount rate of Laiwu steel shares of 3.59 2.43/7.56=15.39%. However, there are circulating shareholders do not think that the discount is a big shareholder of the concessions, blunt: "Restructuring during the suspension, iron and steel stocks generally rise, even if not to consider restructuring expectations, Laiwu Steel shares after the card itself has to raise the demand." "The average rise in steel has reached 14.16% since the company's February 17, 2011 suspension," he said. And if the second restructuring of the steel shares in the September 7, 2010, the Iron and steel shares of the increase, 15 steel shares rose more than 15%, of which steel shares (600010. SH) rose to 124.45% in the first place, while Laiwu Steel fell 18.53% and Jinan steel fell 12.65%. "The company first has a power to fill up.　　"Zheng Dong also thinks.　　The cash options for the stake in Laiwu are also being criticized. In the new scheme, all shareholders canEnjoy the right to cash options. In the second plan, the shareholders of Laiwu Steel must vote against and hold to the implementation date to exercise the cash option, the right price is 8.9 yuan.　　After the release of the program, the company's share price fell continuously, from the previous 9.28 yuan has been falling to the general meeting held a day before a trading day 7.85 yuan, which makes the price of Laiwu iron and steel shares nearly 13% of the premium, so that its small and medium-sized shareholders have no reason not to vote against to obtain this January 3 this year, Jinan Iron and steel, Laiwu steel shares at the same time issued a resolution notice of shareholders meeting. Judging from the results of the vote, Jinan iron and steel each motion by more than 80% of the high votes passed all the bills, but the shares of Laiwu Iron and steel, the votes are not 60%, not approved.　　This time, the right to cash options are magnified, whether to vote "aye" or "against" votes, or not to participate in the vote, can exercise the cash option, passive negative will be reduced.　　But in fact, for investors, the cash option may be ineffective. In the new scheme, Jinan Steel, Laiwu Steel shares of the cash option price for the first 20 trading days of stock prices, that is, Jinan iron and steel 3.44 yuan per share, Laiwu Steel shares of 7.18 yuan.　　Among them, Laiwu iron and steel shares of the cash option price than the original scheme of 8.9 yuan, also compared to 7.56 yuan before the suspension of the stock price, lower than the 13th 8.32 yuan trading price. This means that if the current price to exercise cash options, investors will lose 13.7%, otherwise only in the implementation of the price of Japan-Laiwu steel fall back to 7.18 yuan in value.　　May, the Laiwu Steel shares reorganization plan will accept the consideration.　　"If the fall in share prices will be more detrimental to the passage of the programme," Dong stressed.　　February 2010, Laiwu Steel shares in the first plan of the proposed exchange rate is 5.05 yuan/share (Jinan steel), 12.29 yuan/share (Laiwu steel shares), but because of the subsequent two companies share price of a larger systemic decline, resulting in the price of dissident shareholders ' cash option is too high, so the company terminated the first reorganization plan. "Only by keeping the stock price up before it can be beneficial to the smooth implementation of the reorganization." "he said. And the two quarter steel supply and demand situation is expected to improve, the price has a certain supporting role. However, he said, "due to macroeconomic pressures such as inflation and other balanced pressure, the future steel demand is still facing some uncertainty, stock prices may still be lowered."　　"The demand for" high-priced "steel shares of the current shareholders has not yet been able to avoid the dilemma of cash options, and investors ' appeal is clearly far more than that. "Investors who oppose the scheme now have two main views: a low share exchange rate and a low price for cash options."　　13th, the director of Laiwu Steel shares to reporters. Among the opposition investors, the more consistent view is: "More than half a year, Laiwu steel shareholders of the cash option price from 12.29 yuan to 8.90 yuan, and then to the 7.18 yuan." And during the two-month suspension period, the steel plate rose significantly, Laiwu iron and steel, even if not consider restructuring expectations, it also has its own demand for the rise, such as the restoration of the value of the cash option after the reorganization of the issue of the rights and interests of the circulation of shareholders to be fair ".　　Another problem that triggers investors ' rebound comes from targeted placements. In the new proposal, Jinan Iron and steel Group and LAIWU Steel Group to buy assets of the estimated value of 376,039, 350,000 yuan, of which the proposed purchase of steel group assets of 139,324 940,000 yuan, the evaluation of value-added rate 15.39%; 7.1441 million yuan to assess the value-added rate of 24.79%.　　At the same time the issue price adjustment of 3.44 yuan/share, the number of shares proposed to be issued is 109,313.760,000 shares. In December last year, the valuation value of the assets purchased from Jigang Group and Laiwu Steel Group was 133,271.850,000 and 246,793 860,000 Yuan respectively, to the Jigang group and Laiwu Steel Group respectively issued 33,739 710,000 shares and 62,479 460,000 shares (total 96,　　2.1917 million shares), the issue price of 3.95 yuan/share. "Compared to two times, the large shareholder's indirect shareholding in Shan Steel increased by 130.9459 million shares, while the small shareholder's cash price is lower than once, how to protect the interests of minority shareholders?"　　"Some investors are so skeptical. When the second reorganization failed, Zhang Wenfung, the first venture securities analyst, had said the failure was rooted in the lack of attraction of the programme. "The scheme itself has not too many bright spots, the whole plan only on the basis of the last on the scale made some changes, there is no substantial profit-making behavior, resulting in the shareholders to vote with their feet, so that Laiwu steel shares subsequently fell." "The new plan is still not very bright, and the opposition of shareholders seems more complex." But a number of brokerage researchers have told reporters, "even if the third reorganization failed, the restructuring plan has the possibility of a substantial change, the success of major shareholders in restructuring will be." "Responsible Editor: NF045