According to the understanding of Lvzhuan Capital, the new restructuring regulations in version 20 16 stipulate that if one of the five major indicators, such as total assets, operating income, net profit, net assets and purchase of assets issued shares, exceeds 100%, it will constitute a backdoor, and the number of years of control change is also limited. All changes within five years will constitute a backdoor. In addition, there is a panacea:
In addition, in February this year 17, new refinancing regulations were also issued, which had a great impact on restructuring and financing.
Lvzhuan Capital said that all financial enterprises rely on the expansion of balance sheets to a great extent, and listing is the only way to open the door to supplementary capital. Whether it is a banking giant, a small and medium-sized brokerage firm, the main body of market segments such as futures and trusts, or a financial control platform, they are all rushing to the capital market. In addition to IPO, listing through major asset restructuring is also the choice of many financial enterprises.
According to Lvzhuan Capital, the listing of banks is an all-in-one IPO, and there are two waves of listing. One wave was 20 10 years ago, especially in 2007, which was dominated by four major banks and joint-stock banks. 2065438+2006 ushered in the listing boom of city commercial banks. Bank of Jiangsu, Bank of Shanghai, Bank of Hangzhou, Bank of Guiyang, Bank of Wuxi, Bank of Changshu, Bank of Wujiang, Bank of Zhangjiagang and Bank of Jiangyin all landed in the capital market through IPO.
In addition, Lvzhuan Capital said that there are probably two waves of listing of brokers. Except IPO, before 20 10, the listed companies were basically listed by the east wind of share reform, such as changjiang securities, Guoyuan Securities, Haitong Securities, Northeast Securities, Guo Jin Securities, Southwest Securities, Guangfa Securities and Guohai Securities. In the past two years, some backdoor cases need to be arranged skillfully, such as Huachuang Securities, jianghai securities Securities, Guo Sheng Securities, Essence Securities and Huaxin Securities. Futures companies such as Da Rui and Nanhua also appeared in the queue.
However, financial assets cannot be listed on the backdoor. According to the Measures for the Administration of Major Asset Restructuring of Listed Companies, if the assets purchased from purchasers and their affiliates belong to specific industries such as finance and venture capital, it shall be stipulated separately by the China Securities Regulatory Commission. After that, there will be no new rules for financial companies to backdoor.
Therefore, financial enterprises seeking to go public seek to achieve their goals through curves, and generally reorganize their assets with the help of the existing listing platform of the actual controller to avoid backdoor (Table 1, Table 2). These cases include the mixed reform of state-owned enterprises, the strategic listing of local financial control platforms, and the re-listing of trust enterprises.
situation
1. Yuexiu Financial Control: "Department Store+Local Financial Control Platform" operates with dual main businesses.
Yuexiu Financial Control is the first case of curve listing of local financial control platform, and it is also a model of state-owned enterprise reform in Guangzhou. In this case, the highlights of the transaction are:
First of all, the "two-step" plan is to package 67% equity and other financial assets of Guangzhou Securities into listed companies to realize multi-license financial asset securitization, and then acquire the remaining 33% equity of Guangzhou Securities.
Secondly, the choice of the original listing platform under the State-owned Assets Supervision and Administration Commission not only avoids the change of the control rights of listed companies, but also maintains the main business of the original listed companies, and also avoids the strict requirements of major asset management measures.
Third, the listing of the first financial control platform in China has provided a demonstration effect for the reform of state-owned enterprises in other places. Valin Iron & Steel Co., Ltd. was approved for reorganization in February, 2065438+2007. After the transaction, a dual main business model of "finance+energy-saving power generation" will be formed to integrate financial enterprises such as securities, trust and insurance.