The major shareholder of the securities firm plans to leave.
Recently, capital group, the largest shareholder of First Capital Securities Co.Ltd(002797) , said that it plans to transfer all the equity (12.72%) of First Capital Securities Co.Ltd(002797) to Beijing state-owned capital operation management Co., Ltd. at present, the two sides have signed a share transfer intention agreement, but have not signed a formal share transfer agreement.
for the reason why capital group transferred all its equity, First Capital Securities Co.Ltd(002797) relevant people said they did not know. There is a view in the market that, or in order to avoid breaking through the “one participation and one control” regulation. It is understood that capital group controls capital securities. At present, in the IPO stage, the company has been asked by the CSRC about the “one participation and one control” of the controlling shareholder. In this regard, insiders analyzed to the Chinese reporter of the securities firm that since the capital group was approved by the CSRC to become the first shareholder of First Capital Securities Co.Ltd(002797) in December last year, it shows that the explanation of relevant issues has been recognized by the regulators.
In recent years, First Capital Securities Co.Ltd(002797) original shareholders have continued to reduce their holdings, and most of the original top ten shareholders have withdrawn, mostly private enterprises. In 2020, the company will introduce a number of enterprises with state-owned assets in Beijing and recruit the top five shareholders. It is worth noting that the major shareholders behind the new Beijing jingguorui state-owned enterprise reform and development fund and Beijing shounong food group are one of the focuses of this equity transfer – Beijing state owned Capital Operation Management Co., Ltd.
Whether Beijing Guoguan will take the controlling stake in First Capital Securities Co.Ltd(002797) in the future will be concerned by the market. Up to now, First Capital Securities Co.Ltd(002797) has no controlling shareholder and no actual controller.
the first shareholder wants to transfer all equity
On January 26 First Capital Securities Co.Ltd(002797) it was announced that the company received the notification letter from the largest shareholder Beijing Capital Venture Group Co., Ltd. (hereinafter referred to as “capital group”) on January 24, Capital group and Beijing state owned Capital Operation Management Co., Ltd. (hereinafter referred to as “Beijing Guoguan”) signed the agreement on intention to transfer First Capital Securities Co.Ltd(002797) shares (hereinafter referred to as “the agreement on intention to transfer shares”) on the 24th. Capital Group plans to transfer 535 million shares of the company it holds to Beijing Guoguan and / or a third party designated by it, with a shareholding ratio of 12.7234%.
If the transfer is successful, capital group will no longer hold the equity of First Capital Securities Co.Ltd(002797) . According to the announcement, the share transfer intention agreement is only an intention agreement, and the formal share transfer agreement signed by both parties shall prevail. The term of validity of the share transfer intention agreement is 12 months.
According to public information, Beijing Guoguan is a wholly state-owned enterprise. It was established in December 2008 with a registered capital of 50 billion yuan. It carries out capital operation in a market-oriented way, promotes the orderly advance and retreat of state-owned capital, and realizes the preservation and appreciation of state-owned capital. By the end of 2020, the total assets in the consolidated statements of Beijing state owned Assets Management Co., Ltd. were 3.20 trillion yuan, the net assets were 1059.721 billion yuan, and the profit was 65.203 billion yuan; Excluding transferred enterprises, Beijing’s state-owned assets totaled 169.397 billion yuan, with net assets of 94.258 billion yuan.
Up to now, Beijing Guoguan has been included in 14 municipal enterprise groups, such as Jingneng group, starter group, Shougang Group, Jingcheng Electromechanical, BAIC group, Beijing Tongrentang Co.Ltd(600085) group, etc. Beijing Guoguan also directly holds the equity of BOE, China Resources medicine, Hainan Jingliang Holdings Co.Ltd(000505) , Bbmg Corporation(601992) , Avic Aviation High-Technology Co.Ltd(600862) and many other domestic and foreign listed companies.
According to the measures for the supervision and administration of state-owned equity of listed companies and the provisions on the administration of equity of securities companies, this share transfer must be approved by the competent authority of state-owned assets management and securities supervision.
does Beijing Guoguan want to take the controlling stake?
Although First Capital Securities Co.Ltd(002797) has never had a controlling shareholder or actual controller, the first shareholder has continued to change in recent years. Now, with the emergence of the above matters, First Capital Securities Co.Ltd(002797) equity structure has added variables.
As early as 2007, Hua xixinyu, the controlling shareholder of domestic hyaluronic acid leader Bloomage Biotechnology Corporation Limited(688363) , entered in the capital increase and share expansion in First Capital Securities Co.Ltd(002797) 2007, and has since become the largest shareholder of Yichuang. Before the listing of First Capital Securities Co.Ltd(002797) , the shareholding ratio of Huaxi Xinyu was 17.12%.
In 2019, Huaxi Xinyu continued to reduce its holdings until November 2019, when the capital group, originally the second shareholder, passively became the largest shareholder of First Capital Securities Co.Ltd(002797) .
However, according to the provisions on equity management of securities companies, First Capital Securities Co.Ltd(002797) needs to apply to the CSRC for the change of major shareholders. The CSRC gave feedback on this on September 30, 2021. Three months later (December 23), the CSRC approved the capital group to become the largest shareholder of First Capital Securities Co.Ltd(002797) .
In fact, after the listing of First Capital Securities Co.Ltd(002797) , not only Huaxi Xinyu is reducing its holdings, but also several original IPO shareholders such as Zhejiang Hangmin industrial group and Nengxing holding group are reducing their holdings. According to the previous statistics of the Chinese reporter of the securities firm, First Capital Securities Co.Ltd(002797) in the list of the top ten shareholders before the IPO, more than half of the shareholders have now withdrawn their shares, and the shareholding proportion of some shareholders who used to be more than 5% has been reduced to less than 5%, and most of these changed original shareholders are private enterprises. At present, more than First Capital Securities Co.Ltd(002797) 5% of private enterprises are only Huaxi Xinyu, and the company also said in December 2021 that the reduction plan has not been fully implemented.
One side is the reduction of IPO original shareholders, and the other side is the entry of state-owned shareholders. In July 2020, First Capital Securities Co.Ltd(002797) the fixed increase issuance was completed, and the final fund raised was 4.2 billion yuan. According to the report on the issuance of fixed value-added shares, there are 9 objects for this issuance, including Beijing jingguorui state owned enterprise reform and Development Fund (limited partnership) and Beijing shounong Food Group Co., Ltd. in addition to the subscription of the major shareholder capital group. The two new shareholders both hold 4.99% shares and are the third largest shareholder of First Capital Securities Co.Ltd(002797) .
It is worth noting that according to tianyancha information, the major shareholders behind the two Beijing state-owned enterprises are Beijing state management, that is, the “protagonist” who intends to transfer all the shares of capital group in this round. Whether Beijing Guoguan will take the controlling stake in First Capital Securities Co.Ltd(002797) in the future will be concerned by all parties in the market.
Public information shows that Beijing Guoguan has participated in a number of securities companies. Beijing Guoguan holds the equity of China Securities Co.Ltd(601066) securities through Beijing Financial Holding Group, a wholly-owned subsidiary, with a shareholding ratio of 34.61%. It is understood that China Securities Co.Ltd(601066) has no actual controller. Beijing Guoguan also participated in the establishment of Dahe securities, a foreign-funded securities firm. As the second largest shareholder, Beijing Guoguan holds 33% of the shares.
