On March 17, Wuhan Ddmc Culture & Sports Co.Ltd(600136) announced the termination of the non-public offering of shares in 2021. On the 16th, Joyware Electronics Co.Ltd(300270) disclosed that it had received the decision of the exchange to terminate the examination of the company’s application for issuing shares to specific objects. On the 15th, Enjoyor Technology Co.Ltd(300020) , Canature Health Technology Group Co.Ltd(300272) disclosure was terminated.
According to the information statistics of Shanghai Securities News, as of March 17, 36 listed companies have issued fixed increase termination announcements this year, involving a proposed fund-raising amount of more than 46.5 billion yuan. Among them, in the first half of March alone, 18 listed companies announced the termination of the fixed growth plan.
Why do listed companies frequently withdraw orders for fixed increase? According to a broker in Shanghai, the new refinancing regulations in 2020 have reduced the threshold of refinancing, and the adjustment of policies will help listed companies use the capital market to support the development of the real economy. “However, external factors such as the current repeated epidemic, the uncertain international situation and the continuous fluctuation of the secondary market also affect the activity of the fixed growth market.” The broker said that the shortage of funds of major shareholders participating in the subscription, the upside down between the issue price and the stock price, or the increased concerns of potential investors will affect the promotion of refinancing.
fixed increase termination cases occur frequently
On the evening of March 14, Canature Health Technology Group Co.Ltd(300272) issued the proposal on terminating the issuance of shares to specific objects and signing relevant termination agreements. Previously, the company planned to issue no more than 33 million shares to Shanghai Jielong group, CCB fund and other non-public companies, with a total fund-raising of no more than 980 million yuan.
Tonghua Grape Wine Co.Ltd(600365) announced on March 12 to terminate the non-public offering of shares to raise supporting funds. Previously, the company had planned to issue no more than 100 million shares to Suqian Zhongsheng and raise no more than 170 million yuan. If the issuance is completed, Suqian Zhongsheng will become the controlling shareholder of the company.
Shanghai Securities News reporter noted that since March, the number of listed companies that announced the termination of fixed growth has increased significantly. As of March 16, 18 listed companies had terminated the fixed growth plan in that month, far ahead of 6 and 12 in two months.
Changes in market environment, regulatory policies, financing opportunities and other external factors are the “standard allocation” reasons for most companies to terminate fixed growth. As disclosed by Beijing Lier High-Temperature Materials Co.Ltd(002392) on the basis of changes in the capital market environment and the actual situation of the company, and repeated communication with intermediaries, the company decided to withdraw the application documents related to the non-public offering of shares.
Some companies have no choice but to stop because the fixed increase approval has expired. For example, Shenzhen Neptunus Bioengineering Co.Ltd(000078) , the company disclosed on the evening of March 3 that after obtaining the approval of non-public offering of shares, the company has been actively promoting relevant matters. However, due to changes in the capital market environment, issuance timing and other reasons, the company failed to implement the non-public offering of shares within the validity period of the approval, and the approval will automatically expire. According to the inquiry, Shenzhen Neptunus Bioengineering Co.Ltd(000078) non-public offering approval is valid from March 5, 2021 to March 5, 2022. In addition, Shenzhen Neptunus Bioengineering Co.Ltd(000078) the latest share price is 3.42 yuan / share, which is more than 10% upside down from the previous fixed increase price of 3.84 yuan / share.
Shenzhen Kaizhong Precision Technology Co.Ltd(002823) also announced on March 3 that in view of the expiration of the 12-month validity period of the reply of the CSRC on Approving the company’s non-public offering of shares, and many changes have taken place in the capital market environment, the company’s market value performance, financing opportunity and other factors since the preparation of the non-public offering of shares, the company decided to terminate the non-public offering of shares.
proposed added object “drop chain”
In addition to external factors, among these companies that failed to complete the fixed increase, there were also major shareholders who “fell off the chain”, resulting in the failure of the refinancing plan.
Such as Nations Technologies Inc(300077) . In July 2021, the company announced that it planned to issue shares to sun Yingtong, the company’s largest shareholder, chairman and general manager, at the price of 12.97 yuan / share, raising no less than 900 million yuan and no more than 1.2 billion yuan. It is expected that after the issuance, sun Yingtong’s shareholding ratio will increase from 3.75% to 13.84% – 16.75%, becoming the controlling shareholder and actual controller of the company. This issuance of shares to specific objects constitutes a management buyout.
However, after the release of the plan, Nations Technologies Inc(300077) has been delayed in disclosing the progress of the matter.
Reviewing the company’s previous announcements, it can be seen that sun Yingtong, the object to be issued, has been punished by the Shenzhen Stock Exchange twice. Among them, he was publicly condemned on August 29, 2019 and criticized on April 28, 2020. According to Article 51 of the measures for the administration of the acquisition of listed companies: “directors, supervisors and senior managers of listed companies who have bad credit records in the securities market in the past three years shall not acquire the company.” This also means that if the public censure of sun Yingtong in 2019 belongs to a bad credit record, there may be substantial obstacles to the company’s fixed increase this time.
On January 17 this year, the Shenzhen Stock Exchange issued a letter of concern, requiring the company to supplement the disclosure of relevant information and follow-up arrangements, as well as whether it meets the requirements of relevant laws and regulations Nations Technologies Inc(300077) 1 announced on 27 January that after careful study, it was decided to terminate this offering.
Shenzhen Kexin Communication Technologies Co.Ltd(300565) the invalidation of the fixed increase approval document may be related to the fund status of the sole issuing object and the actual controller of the company, Chen dengzhi. Its fixed increase plan shows that the company plans to issue no more than 41.6 million shares to Chairman and general manager Chen dengzhi, raise no more than 420 million yuan, and the issue price is 10.12 yuan / share. The sources of subscription funds include self owned funds and self raised funds.
In the subsequent feedback, Shenzhen Kexin Communication Technologies Co.Ltd(300565) revealed that of the 420 million yuan subscribed by Chen dengzhi, the amount to be subscribed with his own funds was about 50 million yuan, and the remaining funds were mainly obtained through share pledge loans. According to the latest data, Chen dengzhi holds 26.28 million shares of the company, accounting for about 12.63% of the total share capital of the company, of which 7.75 million shares have been pledged.
some companies have restarted refinancing
After the termination of fixed increase, what new plans do listed companies have? The reporter noted that some companies soon launched new refinancing schemes.
Such as Beijing Tongtech Co.Ltd(300379) . On March 8, the company disclosed that it had received the decision on terminating the examination of the company’s application for issuing shares to specific objects issued by Shenzhen Stock Exchange. Previously, the company planned to introduce China mobile capital, a wholly-owned subsidiary of China Mobile, as the company’s strategic investor, with no more than 38.53 million shares issued and no more than 849 million yuan raised.
After terminating the fixed increase plan, Beijing Tongtech Co.Ltd(300379) quickly submitted a new refinancing plan.
On the same day, Beijing Tongtech Co.Ltd(300379) disclosed that it planned to issue no more than 120 million shares to no more than 35 specific investors and raise no more than 2.2 billion yuan in total for the outstanding ability improvement project of Tong series middleware products, the development project of next-generation sustainable operation security products based on artificial intelligence and replenishing working capital.
Joyware Electronics Co.Ltd(300270) announced the termination of the fixed increase on March 11. Previously, the company planned to issue no more than 48.456 million shares to Xinxiang industry fund No. 1, with a total fund-raising of no more than 280 million yuan. After the issuance, Xinxiang Industrial Fund No. 1 has the voting rights of 115 million shares of the company (accounting for 32.76% of the total share capital of the company after the issuance) through the transfer of the original shares, the entrustment of voting rights and the subscription of directional issuance of new shares, becoming the controlling shareholder of the company, and Xinxiang Municipal People’s government becoming the actual controller of the company.
Although the aforementioned fixed increase has been terminated, the determination of the company to change ownership has obviously not changed Joyware Electronics Co.Ltd(300270) said that Shi Xugang, the shareholder of the company, has signed a supplementary agreement with Xinxiang industry fund No. 1. If the issuance of shares by the listed company to specific objects is not successfully implemented, Shi Xugang should be entrusted with additional voting rights, re-election of the board of directors, block trading / agreement transfer Continue to promote the non-public offering of shares to Xinxiang Industrial Fund No. 1, and promote Xinxiang Industrial Fund No. 1 to obtain the actual control of listed companies.
