Three into the company PE Super 50 times times high valuation into industrial mergers and acquisitions "impassable"

Yun Shongyu, who has just taken over a big single industry merger, has been a bit annoying lately.　　As the general manager of the Great Wall Securities Merger and acquisition department, he thought he could take the project as a show of skill, but because of the high valuation of the two-tier market of the large listed state-owned enterprises, it was only a sigh of hope.　　Since last year, there have been a number of mergers and acquisitions involving listed companies because of industrial valuation and two-tier market valuation of the huge difference between the helpless shelved, Yun Shongyu said, the logic behind the chain is: "Speculation backdoor the concept of two-tier market pricing distortions-industrial mergers and acquisitions blocked."　　Xu Hongcai, director of the Securities and Futures Research Center at the Capital University of Economics and Trade, also told reporters that in view of the strong correlation between the price of secondary market, on the occasion of the reform of the IPO system with the core of pricing mechanism reform, it is necessary to standardize the "backdoor" of listing. The disadvantages of high valuation Huatai Securities statistics show that at the closing price at the end of May, the net rate of 394 companies (25.08% of the total number of listed companies) was 5 times times higher and the net rate of 85 companies was more than 10 times; from P/E, 542 companies (accounting for 34.5% of the total number of listed companies)　　Earnings multiples of more than 50 times times, and 259 companies with multiples of more than 100 times times. Among those stocks that have a high P/E ratio due to speculation, St shares and some of the earlier "low price stocks" accounted for a relatively large.　　Reporter statistics show that St shares in the first 5 months of this year's increase of 62.66%, and the wisdom of "low-cost stocks" plate of the increase of 90.13%, are far higher than the market 44.6% of the gains.　　Because St shares and low price stock companies are caused by the poor management of enterprises, including the "prey" of industrial mergers and acquisitions, but for the current attempt to take advantage of the financial crisis in the industrial mergers and acquisitions companies, these shares are fired high stocks, has made it a real sense of the predicament. A food-listed company in the Central Plains region, which is looking for strategic investors, is facing such an encounter.　　The state-owned enterprise, which has been on the brink of a loss for many years, is still more than 300 times times the value of its shares in 2008 per share earnings, with a total market capitalisation of $4 billion. With the company's industry close to the plum powder Group in the shell listed Wuzhou Pearl (600873. SH) in the process of the evaluation of their own value of only more than 5 billion yuan, however, its 2008 annual after-tax profit of 400 million yuan, equivalent to 12.5 times times PE; another leading enterprise in the industry, Fu Fung Group (0546.HK) in Hong Kong listing, the current market value of only more than 2 billion yuan, and its 2008 after-tax profit of 300 million yuan,　　PE is less than 7 times times.　　People familiar with the matter told reporters that the listed company had approached a number of strategic investors in the near future, but mostly because of the problem of pricing problems. The Qinling Cement (600217) is located in the northwest of China. SH) is another example of repeated battles and defeats. Since 2005, it has been planning restructuring, including Conch Cement (600585). SH), Jidong Cement(000401.SZ), Sinoma cement and so on before all hope through restructuring qinling Cement rapid realization in Shaanxi province expansion. But as of today, no one has talked about it.　　Close to the high level of Jidong Cement told our correspondent, not to discuss the reasons and the qinling holding shareholders out of the fundamentals of the price is not irrelevant. Three years ago, an international merger and acquisition in the steel industry was similarly broken.　　February 24, 2006, Arcelor and Laiwu Steel shares of the large shareholder of Laiwu Steel Group signed an agreement to be 5.888 yuan per share of the price of Laiwu Steel Group held a 38.41% stake in Laiwu Iron and steel Holdings, after the transfer is completed, and Laiwu Steel group will be tied to the first major shareholders of Laiwu steel. But then the NDRC to Arcelor shares in the project of Laiwu Steel Group put forward six points of feedback, the most important thing is that the transfer price is too low, because the shares of Laiwu Steel has risen from the original 5 yuan to 20 yuan, July 1, 2007, "the transfer of state-owned shareholders of listed companies in the management of the interim measures" implementation,　　The transfer agreement ended on December 31, 2007.　　The embarrassment of pricing as a reference to market price in the merger and reorganization of the pricing principle, the SFC regulation is to be through directional additional way to reorganize, the directional additional price is not lower than the first 20 trading days of 90%. Involving the transfer of state-owned shares, the pricing is subject to the provisions of the interim measures for the management of shares of listed companies held by state-owned shareholders: The price of the shares of listed companies shall be determined on the basis of the arithmetic mean value of the daily weighted average price of the listed company's share transfer information announcement before the date of the listing. , the minimum price of a discount must not be less than 90% of the arithmetic average.　　[Page]　　"The two pricing principles are linked to the market price, the company's stock after the explosion of the formation of industrial mergers and acquisitions is obvious," Yun Shongyu reporters, and attached to the St shares and low price shares of the company's backdoor Specter is caused by the speculation is one of the reasons. The two pricing principles were established in order to avoid too low pricing to harm the interests of the original shareholders, especially the state-owned shareholders and the social public shareholders.　　But since the pricing problem is the success or failure of mergers and acquisitions, and there are so many mergers and acquisitions, then the pricing principle is open to question? Li Yunli, senior partner at Dacheng law firm, says from the legislative background, the original state-owned equity transfer pricing is based on the evaluation value, and the evaluation value is generally listed company's net assets value, in practice, the acquisition of listed companies are not only not to pay the European and American countries called "control premium", or even lower than the market price situation, was criticized by all parties, 2007 to regulate these acts before the promulgation of the above provisions.　　Therefore, even if because of the two-tier market hype caused by the price is too high, has affected the transfer of state-owned shares of the turnover rate, and then change back to a small possibility.　　Chong Backdoor and merger suppression?　　In addition, it may be an improvement direction to discriminate between industrial acquisition and Shell listing. Li Yunli to reporters that in order to obtain the main business of the merged enterprises, improve their core competitionIndustry investors looking at the shift in competitiveness, it attaches more importance to the intrinsic value of the merged enterprise, its pricing principle can be based on the profit of the target company using net cash flow discount method to calculate its value, while referring to other listed companies to give a certain premium, or to consider mergers and acquisitions after the synergistic effect of industrial integration pricing.　　For the purpose of obtaining financing eligibility, it is intended to obtain the "shell" resources of listed companies, the assets of shell companies tend to be replaced by assets or by the original holding shareholders to buy away from the listed companies, so the shell should pay far beyond the intrinsic value of the "shell premium." Although the shell listing has been the case, but for industrial integration and restructuring, Yun Shongyu that the green approval channel should be opened to different treatment, it said: If the shell listing more "BTOC" nature, the need for the strict supervision of the regulatory department; then the industrial integration reorganization more has "BToB" nature,　　The regulatory authorities should give trading parties more autonomy in trading, including giving both parties the right to determine the price of a targeted IPO based on the intrinsic value of the listed company.　　Yun Shongyu also said that the A-share motherboard should draw on the Hong Kong market practices, as soon as possible to borrow shell listing and IPO listing of the review standards for unification; When the conditions are ripe, but also the two approval process is completely unified, make backdoor reorganization no longer become the enterprise listing "Fast channel". Li Yunli said that industrial mergers and acquisitions and backdoor listing are only the motives for the acquisition of listed companies, one is the use of mergers and acquisitions to achieve their own value chain integration, and the other is to borrow the shell of the listed companies to put their own assets, this classification does not constitute a legal classification, Therefore, the SFC is unlikely to distinguish between industrial mergers and acquisitions and shell listing using different pricing and regulatory principles.