With a gambling agreement, teres, an innovative company on the new third board, broke through the IPO of the Beijing stock exchange. In the gambling agreement, the actual controller of teres promised to invest in the fixed increase subscription object China Securities Co.Ltd(601066) and will submit the IPO application to the North stock exchange before December 31, 2022 and obtain the formal acceptance. This is also the first gambling agreement for the IPO of the Beijing stock exchange.
Tris actual controller and
China Securities Co.Ltd(601066) investment signing gambling agreement
On February 10, teres issued a directional issuance prospectus, which plans to issue 3.92 million shares, with a fund-raising amount of 28.7336 million yuan and an issuance price of 7.33 yuan / share. Among them, China Securities Co.Ltd(601066) alternative investment subsidiary China Securities Co.Ltd(601066) plans to invest 17.7386 million yuan to subscribe for 2.42 million shares of teres, and China Securities Co.Ltd(601066) is the sponsor broker of teres under continuous supervision.
In the prospectus of the fixed increase, a gambling agreement, the supplementary agreement to the stock subscription contract with conditional effect, is also attached. Among them, Party A of the contract is Xu Jie, Li Yafeng, Zheng Wei and Gu Wenyong, the actual controllers of teres; Party B is one of the China Securities Co.Ltd(601066) investors; Since the signing of the contract on February 9, Party A and Party B have jointly set the business goal for teres – “submit the IPO application to the North stock exchange and obtain the formal acceptance before December 31, 2022.”
The so-called gambling agreement is that companies often attract new investors before seeking listing. In order to ensure the safety of funds, new investors will be required to sign bet agreements with companies to be listed. The most common terms are performance bet terms and listing time bet terms.
For the benefits of signing the gambling agreement for both parties, Zhao Yayun, a researcher of CITIC reform and development research foundation, said in an interview with the Securities Daily: “the advantage of the gambling agreement for the financier is that it can easily obtain low-cost and large amount of funds and attract other investors. The advantage of the investor is that it can obtain stable investment income with low risk.”
In terms of policy, the answers to some questions on initial business issued by the CSRC shows that if investment institutions agree on gambling agreements and other similar arrangements when investing in issuers, in principle, the issuer is required to clean up before declaration, but those that meet the following requirements may not be cleaned up: first, the issuer is not a party to the gambling agreement; Second, there is no agreement in the gambling agreement that may lead to the change of the company’s control; Third, the gambling agreement is not linked to the market value; Fourth, the gambling agreement does not have any situation that seriously affects the issuer’s ability to continue operation or other situations that seriously affect the rights and interests of investors.
At the same time, for this issuance, party a jointly and severally promises and guarantees that if teres fails to achieve the above business objectives, China Securities Co.Ltd(601066) investment has the right to require Party A to repurchase all or part of the equity of the company held by it due to this issuance at the agreed price, except for the right to claim repurchase, The China Securities Co.Ltd(601066) investment also has the right to require Party A to make joint payment to the China Securities Co.Ltd(601066) investment after calculating the investment income during the actual occupation period of the fund at the annualized interest rate of 8% based on the subscription amount.
This directional offering did not lead to changes in the largest shareholder, controlling shareholder and actual controller of Tris.
In terms of the risk of the gambling agreement, Zhao Yayun told reporters: “For the financier, the biggest risk is that if it fails to be listed successfully, it will need to pay a lot of high-cost funds, and even lose control or even go bankrupt due to insolvency; secondly, it may also have short-term behavior of spending more than money due to the pressure of repurchase terms, which will affect the long-term development of the company. For the investor, the risk is that if the relevant funds provided by the financier False information, or unexpected risks in the operation of the financing party, resulting in insolvency or even bankruptcy, and there is no repurchase agreement and cannot be executed. If the financing company does not resort to fraud, with a large amount of funds and other support from investors and the improvement of goodwill brought by the gambling agreement, it can undoubtedly promote the operation. “
teres gambling agreement
high win-win probability
In terms of IPO conditions of Beijing stock exchange, teres is an innovative company listed in the National SME share transfer system for 12 months; The audited net profits attributable to the shareholders of the listed company in 2019 and 2020 (calculated based on the lower one before and after deducting non recurring profits and losses) were 49.9952 million yuan and 59.8124 million yuan respectively, and the weighted average return on net assets were 21.64% and 20.5% respectively, which met the financial conditions for listing on the Beijing stock exchange.
Zhao Yayun told reporters: “if teres’s application materials are true, the probability of win-win of the gambling agreement is still very high.”
For China Securities Co.Ltd(601066) investment, the alternative investment subsidiary of China Securities Co.Ltd(601066) , it focuses on the investment scope dominated by equity investment, supplemented by Pan equity investment and innovative investment business, adheres to the large-scale investment intensity, and completes the project development, reserve and investment layout in an orderly manner on the premise of strictly controlling the project quality. Its performance is also excellent. As of June 30, 2021, China Securities Co.Ltd(601066) total investment assets were 3.906 billion yuan. In the first half of 2021, it realized an operating revenue of 449 million yuan and a net profit of 333 million yuan.
Gambling agreements are common in financing and acquisition cases in the new third board market. According to the statistics of wind, since last year, the companies listed on the new third board have signed at least 54 gambling agreements, of which 30 gambling agreements have been completed, 8 have failed, and the rest are still in progress.
Of course, it is not easy for the company to complete the gambling agreement. Professor Liu Junhai, director of the Institute of commercial law of Renmin University of China, said in an interview with Securities Daily, “The gambling agreement disclosed in accordance with the law is not only a contractual arrangement of equality and mutual benefit, but also means high risk. If the target company completes the profit target as agreed, all parties will be happy to achieve a win-win situation; however, if the predetermined performance target is not completed, the subject of gambling obligations should also admit defeat and carry forward the spirit of the contract.”
