After completing the change of controlling shareholder, the resumption of operation has become a major event that securities need to be solved quickly in the new era.
On May 23, the official website of the CSRC showed that new era securities submitted the application materials for the approval of the disposed securities company to resume normal operation, and the materials were received by the CSRC on the same day.
Looking back on the past, in July 2020, the CSRC announced that it decided to take over new era securities in view of the concealment of shareholders’ relationship and the imbalance of corporate governance. After a year, the CSRC once again said: as the takeover task has not been completed, it decided to extend the takeover period of new era securities to July 16, 2022.
Now, there are nearly two months before the “deadline” on July 16. With the addition that the identity change of “central enterprise subsidiary” has just been completed in April this year, it is time for new era securities to submit materials at this time. However, recently, new era securities has repeatedly received regulatory fines, and it remains to be seen whether its resumption of normal operation can be recognized by regulators.
new era Securities Application for resumption of operation
Time flies. It has been nearly two years since new era securities was taken over in July 2020.
On July 17, 2020, the CSRC announced that it would take over new era securities, Guosheng securities and Guosheng futures according to law. At that time, the CSRC said that the takeover of the three institutions was due to their concealment of the actual controller or shareholding ratio and the imbalance of corporate governance. The takeover period was from July 17, 2020 to July 16, 2021.
Since then, when the takeover period was about to expire, in July 2021, the CSRC announced again that since the takeover task had not been completed, the CSRC decided to extend the takeover period of the three companies to July 16, 2022. During the extended takeover period, the takeover organization and contents will remain unchanged, and the CSRC will guide the takeover group to continue to perform its duties according to law and complete the disposal task as soon as possible.
According to the regulations on risk disposal of securities companies, if a securities company meets the normal operation conditions within the specified time limit after suspension of business for rectification, custody, takeover or administrative reorganization, it can resume normal operation with the approval of the securities regulatory authority under the State Council. The audit institution of this matter is the securities fund institution Supervision Department of the CSRC, and the final decision shall be made by the CSRC.
In terms of application materials, the applicant company shall explain the compliance of the company’s risk control indicators and the standardized rectification of various businesses one by one, and submit the opinions of the takeover team on the compliance operation of the business involving customers such as securities brokerage of the securities company, the on-site inspection opinions issued by the dispatched office of the CSRC in the place where the company is domiciled, the application signed by the legal representative, etc.
Today, there is less than two months to go before July 2022, when the regulation is extended again. New era securities chose to submit the materials for the approval of resuming normal operation at this time.
According to the provisions of the administrative license implementation procedures of the CSRC, except for special circumstances, the CSRC shall make an administrative license decision within 20 working days from the date of accepting the application. If all goes well, new era securities can resume normal operation at the end of the takeover period.
just promoted to “subsidiary of central enterprise”
From the former “tomorrow Department” to today’s “central enterprise subsidiary”, the transformation of securities in the new era is fast.
In September 2021, the Beijing Equity Exchange announced that 98.24% of the equity of new era securities was officially listed for transfer. When the project was just listed, Dongxing Securities Corporation Limited(601198) and Western Securities Co.Ltd(002673) once launched a small equity battle for new era securities. The industry is very interested in whether new era securities is “Dongcheng” or “Xijiu”. However, in the end, both chose to withdraw for their own reasons, and the central enterprise China Chengtong entered the siege and won the controlling stake of new era securities.
In December 2021, “signing ceremony of equity transfer project of new era Securities Co., Ltd.” was held in Beijing Equity Exchange. China Chengtong signed the property right transaction contract with the equity transferor of new era securities. China Chengtong acquired 98.24% of the equity of new era securities at a transfer consideration of 13.135 billion yuan.
On March 25 this year, the CSRC announced that it approved China Chengtong Holding Group Co., Ltd. to become the main shareholder of new era securities and the actual controller of RONGTONG Fund Management Co., Ltd. and had no objection to China Chengtong’s legal transfer of 2.859 billion shares of new era securities (accounting for 98.24% of the total shares).
The state owned assets supervision and Administration Commission and the state owned assets supervision and Administration Commission of China are the first batch of pilot enterprises funded by the State Council and the state owned assets supervision and Administration Commission of China to standardize the operation of information. In February 2016, China Chengtong was identified as a pilot state-owned capital operation company of a central enterprise.
China Chengtong was founded in 1992 by the merger of material circulation enterprises directly under the former Ministry of materials of the people’s Republic of China. In 2005, SASAC identified China Chengtong as a pilot enterprise of state-owned assets management company, built a platform for state-owned assets reorganization and capital operation in accordance with market principles, and explored the path of market-oriented and professional operation and disposal of non main businesses and non-performing assets of central enterprises.
At present, China Chengtong operates the equity of listed companies with a market value of more than 70 billion. At the same time, it is the main shareholder of many first-class central enterprises such as national pipe network and China green development. By the end of the first half of 2021, China Chengtong had total assets of 432469 billion yuan and net assets of 217.75 billion yuan. That is, after the equity change is completed, new era securities is officially promoted to become a subsidiary of a central enterprise.
On April 22, the official wechat of new era securities issued an announcement on the change of the controlling shareholder and actual controller of the company, saying that it completed the industrial and commercial filing of the change of the articles of association of the company for equity transfer on April 11. The controlling shareholder of new era securities was changed to China Chengtong and the actual controller was changed to SASAC.
recently received continuous fines
During the takeover period, the overall performance of new era securities in 2021 has improved.
According to the annual report of 2021, new era securities realized an operating revenue of 1.803 billion yuan that year, with a year-on-year increase of 12.4%; The net profit was 339 million yuan, with a year-on-year increase of 827.95%, which is related to the low base of the net profit of the previous year.
In terms of specific business, the brokerage business of new era securities achieved a revenue of 689 million yuan in 2021, a year-on-year decrease of 0.47%; Investment banking business achieved a revenue of 157709 million yuan and asset management business achieved a revenue of 406533 million yuan, accounting for a relatively low proportion of revenue.
In addition, since last year, new era securities has repeatedly received regulatory fines.
On March 23, Beijing Securities Regulatory Bureau reported that in the process of carrying out asset management business, new era securities provided financing to local governments and their subordinate departments and accepted guarantee commitments from local governments and their subordinate departments, and took administrative supervision measures of issuing warning letters.
On February 7, Jiangsu Securities Regulatory Bureau issued a warning letter to new era securities. Jiangsu securities regulatory bureau said that after inspecting the “20 overseas investment 01”, “20 overseas investment 02” and “20 overseas investment 03” corporate bonds entrusted by the new era securities, it found that there were two problems: inadequate supervision on the use of the raised funds of the issuer and inadequate supervision on the information disclosure of the issuer.
In November 2021, due to the problems of false increase of operating income of the subject matter of M & A in H&R Century Union Corporation(000892) non-public offering project, Xinshidai securities, as the financial consultant, was considered not to be diligent and responsible, and there were false records in the documents issued. Chongqing Securities Regulatory Bureau ordered new era securities to make corrections, confiscated the income from financial consulting business of 5 million yuan and imposed a fine of 15 million yuan.
At the time of frequent fines, it remains to be seen whether the application of new era securities to resume normal operation can get the permission of supervision.
investor shouting Guosheng Financial Holding Inc(002670)
At a time when the securities of the new era are expected to “turn over”, Guosheng securities, which was also taken over, has also “broken the heart” of investors. Several investors inquired about the supervision of Guosheng securities on the interactive platform of Shenzhen Stock Exchange:
“New era has become a holding subsidiary acquired by central enterprises. The takeover is about to be cancelled. Do you have any plans to cooperate with central enterprises, such as Sinopec and PetroChina?”
“How serious is the impact of the extension of the takeover period of Guosheng securities and Guosheng futures on the company’s revenue?”
“Has the equity transfer agreement been signed? What is the premium rate? Your takeover expires in July this year. Time is running out.”
For similar questions, Guosheng Financial Holding Inc(002670) only replied that the relevant information was subject to the letter Phi announcement, and no further reply was made.
In the 2021 annual report, Guosheng Financial Holding Inc(002670) introduced that due to the takeover of the subsidiary, its main body and debt rating were lowered to a, its credit outlook was adjusted to negative, corporate bonds were listed as risk bonds, and its financing ability was significantly weakened Guosheng Financial Holding Inc(002670) will work with bondholders and relevant parties to seek a bond repayment plan that the company can achieve in a special period, and do its best to safeguard the rights and interests of all parties and stabilize the development of the company.
Based on this, Guosheng Financial Holding Inc(002670) said it would actively deal with the debt problem in 2022. “Ending the takeover of Guosheng securities and normalizing the company’s operation is the premise and key to restore the company’s financing ability and properly resolve the risk of corporate bond repayment.” Guosheng Financial Holding Inc(002670) said that it would continue to fully cooperate with the takeover work, strive to lift the takeover as soon as possible, and raise funds through new bond issuance, equity financing, introduction of strategic investors and other forms after the financing capacity is restored, so as to fundamentally solve the debt problem of the company.
On May 10, Guosheng Financial Holding Inc(002670) issued an announcement on the planning of major events by the controlling shareholders Guosheng Financial Holding Inc(002670) said that it had received the notice from the controlling shareholder Zhangjiagang Caizhi Investment Center (limited partnership) that Zhangjiagang Caizhi and its persons acting in concert were planning the share transfer, which may lead to the change of the controlling shareholder and actual controller.
Two months before the takeover period of Guosheng securities, the change of Guosheng Financial Holding Inc(002670) controlling right is particularly important. If Guosheng Financial Holding Inc(002670) also falls into the hands of state-owned assets, it will bring more benefits to the end of the takeover state and future transformation of Guosheng securities.
