Recently, the basic information table of enterprises applying for IPO on the main board of Shanghai stock market disclosed by the CSRC shows that Xiamen Rural Commercial Bank Co., Ltd. (hereinafter referred to as “Xiamen rural commercial bank”) has received the withdrawal of IPO application on the main board of Shanghai stock market.
In this regard, Xiamen rural commercial bank responded that the initiative to adjust the listing plan is based on the purpose of equity optimization, which is intended to use the adjustment period to sort out and optimize equity, so as to lay a solid foundation for the next steady development and re IPO application. The reporter of times weekly called Xiamen rural commercial bank, but as of press time, no clear reply was received.
The weekly times found that this year, two banks, including Chongqing Three Gorges bank and Nanhai rural commercial bank, were forced to suspend their IPOs because their cooperative intermediaries were filed and reviewed by the CSRC In addition to Xiamen rural commercial bank, at present, 11 banks such as Jiangsu Dafeng rural commercial bank, Shunde rural commercial bank and Bank of Guangzhou are lining up for listing. Many institutions, like Xiamen rural commercial bank, have been blocked from listing due to equity issues.
“The equity issue is an important issue that can not be avoided in the listing process of rural commercial banks.” Insiders pointed out that issues such as shareholder related party transactions and equity pledge are the focus of supervisionP align = “center” frequent equity changes
Xiamen rural commercial bank was founded in 2012 and restructured from Xiamen rural credit cooperative association. The latest data show that the bank’s total assets exceed 128.5 billion yuan.
The listing of Xiamen rural commercial bank is difficult and long. At the end of 2017, Xiamen rural commercial bank officially submitted its IPO application to the CSRC and was accepted. It has been waiting in line for more than four years, but it has not achieved its wish. Xiamen Bank Co.Ltd(601187) ( Xiamen Bank Co.Ltd(601187) . SH), which was declared by Xiamen rural commercial bank in the same year, was successfully listed as early as October 2020.
The high proportion of equity pledge, repeated auctions and changes in shareholders have become the “stumbling block” for the listing of Xiamen rural commercial bank.
According to the 2022 interbank certificate of deposit issuance plan disclosed by Xiamen rural commercial bank on January 7 this year, as of the end of September 2021, the shareholders holding more than 5% of the bank include Xiamen Xiangyu Co.Ltd(600057) asset management and Operation Co., Ltd. Xiamen Port Development Co.Ltd(000905) Holding Group Co., Ltd., Xiamen International exhibition Holding Co., Ltd., Xiamen Itg Group Corp.Ltd(600755) Financial Holding Co., Ltd, Their shareholding ratios were 8.01%, 6.96%, 6.95% and 5.81% respectively, with a total shareholding of 27.73%. Although the shareholding ratio of state-owned shareholders is high, Xiamen rural commercial bank has no controlling shareholder and actual controller.
Industry insiders pointed out that in IPO practice, listed companies that are generally considered to have no actual controller are prone to the risk of competition for control and confusion of internal governance structure.
According to the bank’s 2020 annual report, by the end of 2020, the equity of the fifth to eighth shareholders of the bank had been pledged, with a total of about 544 million Pledged Shares, accounting for 14.57% of the bank’s total share capital. These shareholders are private enterprises, including Fujian Aoyuan group, Zhongrong Xinda group, Xiamen Hongxin Weiye and Xiamen Yulian group. The pledge proportions of their equity are 94.79%, 94.23%, 99.63% and 93.43% respectively. Among them, Zhongrong Xinda group has long been listed as the executee of dishonesty.
In addition, the shares of Xiamen rural commercial bank have been auctioned repeatedly.
According to the information of ICBC’s financial e-purchase platform, 176 million shares of Xiamen Rural Commercial Bank held by Zhongrong Xinda group were publicly auctioned on the platform from February 20 to 23, with a starting price of about 972 million yuan. This auction is also the full shareholding of Zhongrong Xinda group in the bank. Earlier, all shares held by Hongxin Weiye investment, the seventh largest shareholder of Xiamen rural commercial bank, were also split into 195 for public auction in December 2021, with a total starting price of 430 million yuan. Alibaba auction platform shows that Xiamen rural commercial bank has 596 equity auction / sale records, and 307 equity auction / sale transactions in 2021 alone.
“Equity is often auctioned or transferred. Changes in shareholders and the stability of equity may affect the bank’s strategy, even the specific operation, and also have a certain impact on the bank’s market image.” Bai Wenxi, chief economist of IPG China, pointed outP align = “center” small and medium-sized Bank IPO “stumbling block”
The listing dilemma of Xiamen rural commercial bank is also the trouble of many small and medium-sized banks, especially rural commercial banks, in promoting IPO.
According to incomplete statistics by the reporter of the times weekly, as of March 4, in addition to Xiamen agricultural and commercial bank, there were 11 small and medium-sized banks lining up to sprint for IPO Except that Chongqing Three Gorges bank is in the state of “suspension of review”, 10 institutions including Jiangsu Dafeng bank, Anhui Ma’anshan rural commercial bank, Dongguan bank, Guangdong Shunde rural commercial bank, Bank of Guangzhou, Guangdong Nanhai rural commercial bank, Bozhou Yaodu bank, Jiangsu Hai’an rural commercial bank, Jiangsu Kunshan Rural Commercial Bank and Huzhou bank are in the state of “pre disclosure and update”.
In recent years, among the rural commercial banks actively promoting IPO, many institutions have received feedback from the CSRC on “equity issues”. In March 2019, the CSRC required Jiangsu Hai’an rural commercial bank to verify and supplement the disclosure of the price and pricing of the issuer’s previous capital increase and equity transfer, whether the equity change has defects, whether it has been approved by the competent examination and approval department, etc.
In November 2019, the CSRC required Nanhai rural commercial bank to verify and disclose the formation process and historical evolution of the issuer’s internal employee stock ownership and natural person shareholders who are not internal employee stock ownership, and explain whether the employee stock ownership and evolution process are legal and compliant, and whether they are recognized as qualified shareholders by relevant departments. In February 2020, the CSRC required Shunde rural commercial bank to disclose the formation process and changes of shareholding of directors, supervisors, senior management and their relatives, equity transaction price, etc.
Rural commercial bank equity judicial auction is not uncommon. On February 28, the shares of Harbin rural commercial bank, Xuchang Xudu rural commercial bank, Hebei Bazhou rural commercial bank, Henan Xinzheng rural commercial bank, Henan Taikang rural commercial bank, Jiangsu Pizhou rural commercial bank and Zhejiang Sanmen rural commercial bank were auctioned.
Judging from the published auction results, these bank shares are obviously not popular in the market. With the exception of Zhejiang Sanmen rural commercial bank, which auctioned only 4859 shares, which successfully found a buyer, the rest of the bank’s shares, without exception, were declared out of auction because there was no bid during the auction time.
“Rural commercial banks are mostly restructured from rural credit cooperatives. When they were established, a large number of shareholders were transformed from the original shareholders of rural credit cooperatives. Due to historical reasons, the shareholding was relatively scattered.” Huatai Securities Co.Ltd(601688) research report points out that the equity concentration of some banks is low. If there is no effective concerted action mechanism, there may be conflicts of actual control rights and inconsistent interests of shareholders, resulting in unclear operation and development strategies.
In response to the reform of the provincial rural credit cooperatives, Guo Shuqing, chairman of the China Banking and Insurance Regulatory Commission, said recently: “we should draw lessons from the past and strictly review shareholders. We can no longer form a dominant share, related party transactions and misappropriation of funds, so as to prevent the situation of directly leveraging bank funds or insurance fees for other investments.”
