Since this year, a number of listed companies have announced that the actual controller and controlling shareholder of the company have the risk of being closed and auctioned shares due to various reasons. And some companies clearly pointed out that “this will affect the stability of controlling rights of listed companies”.
The instability of controlling rights also worries investors from all sides. Statistics show that the actual controllers of 19 companies changed during the year. If the timeline is lengthened, from the overall situation of the A-share market, the actual controller of nearly 400 companies has changed more than five times after listing, and even after frequent change of ownership, there is a situation of “no actual controller”.
four reasons
frequent change of actual controller
It can be seen from the data that among these listed companies that frequently change the actual controller, many companies have scattered shareholdings and rely on the unanimous action agreement of multiple shareholders to determine the actual controller. With the change of the unanimous action agreement, the actual control state of the company also “disintegrates”.
Wiscom System Co.Ltd(002090) previously announced that it had received the notification letter on non renewal of the agreement of the person acting in concert jointly issued by he anying, Zhu Huaming, Xu Bing, ye Liujin and Ding Xiaoyi, the actual controllers of the company. After the expiration and termination of the agreement of the person acting in concert, the rights and interests of the controlling shareholder Jinzhi group and its person acting in concert would change, The company will change to the status of no actual controller.
There are also some changes in the state of controlling shareholders of companies that are “passive”. Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) previously announced that after Ping An Securities Co., Ltd. assisted in the execution of the loan contract dispute case caused by the controlling shareholder Hehui Weiye in accordance with the notice on assistance in execution issued by the intermediate people’s Court of Shenzhen, Guangdong Province, its shares in the listed company continued to be sold. As of August 18, 2021, the cumulative shares sold accounted for 7.6946% of the total shares of the company, It accounted for 64.9853% of the total shares of the company held by Hehui Weiye, resulting in the decline of the equity of Hehui Weiye to less than 5%.
Pan Helin, executive director of the Digital Economy Research Institute of Central South University of economics and law, said in an interview with the reporter of Securities Daily that there are four main reasons for the frequent change of actual controllers of listed companies: first, the equity of listed companies is relatively scattered and there are frequent games among major shareholders; Second, the original actual controller encountered liquidity crisis and realized the equity; Third, several related actual controllers switch with each other, and these actual controllers eventually have a potential controller; Fourth, the original actual controller is not optimistic about the listed company and wants to cut with the listed company.
It is worth noting that some listed companies have no actual controller after frequent change of ownership.
In this regard, Liu Shengyu, managing partner of Gaohe investment, said in an interview with the reporter of Securities Daily that the state of no actual controller of listed companies mainly affects the operation of the main business of Listed Companies in the future and the formulation of long-term development strategy.
Pan Helin believes that, The impact of the state of no actual controller on listed companies should be analyzed from both positive and negative aspects: “on the one hand, in the state of no actual controller, the power of all parties in the governance of listed companies tends to be balanced, which is easy to form a relatively stable check and balance structure; on the other hand, when expanding business or merging, the company often fails to form a consensus, which is easy to let the management dominate.”
investor
pay attention to investment risk
Considering that many listed companies have actual controllers recently, and the previous pledge behavior has triggered a series of risks such as closing positions and legal auction, pan Helin suggested that the actual controllers of enterprises should pay attention to their own cash flow, use leverage tools prudently and uphold the view of long-term investment. Only with their own strong strength can they occupy the position of actual controller for a long time and stably.
From the perspective of investors, Liu Shengyu said frankly: “for enterprises that frequently change their actual controllers, the institutional probability will not be considered (investment) 。 With the continuous advancement of the reform of the comprehensive registration system, institutions pay more attention to value investment. Companies with frequent changes in actual controllers have weak main business operation and are unlikely to become the investment target of institutions. Small and medium-sized investors should also pay attention to investment risks and try to avoid such companies. At least wait until the new actual controller has a clear plan for the long-term development strategy and main business of the listed company before considering such companies. “
For the change of actual controllers of listed companies, Yang Yong, a senior researcher of Yihe Yinfeng Investment Management Co., Ltd., believes that from the perspective of investors, The follow-up mainly focuses on the following aspects: “whether the downstream customers and business of the company will be affected by the change of the actual controller; whether the operation and management of the company will be affected; the actual controller’s future positioning and planning of the company; how about equity incentive and performance gambling.”
For listed companies that frequently change their actual controllers, small and medium-sized investors are also worried about whether listed companies will become shell resources? In this regard, some institutional investors told the reporter of Securities Daily that under the registration system environment, the relevant parties have insufficient motivation to buy shells. “For listed companies in this situation, we should put a question mark on whether to consider investment.”
