private placement concept
non-public offering specific investors, namely the issue, also called private placement, in fact, is common overseas private equity, China's stock market has long been. However, as the two background that the new tradable shares after the formal implementation and shares the "Securities Act" reform, launched a New Deal.
In this week, the Commission launched the "refinancing management approach", the non-public offering on, in addition to the provisions of the issue objects shall not exceed 10 people at an issue price of not less than 90% of the market value of the issued shares 12 month (large shareholders to subscribe for 36 months) may not be transferred, as well as fund-raising purposes must meet the national industrial policy, listed companies and their executives may not have irregularities endures, no other conditions. That is to say, non-public offering no profit requirement, even loss-making enterprises as long as people can buy private.
Status
Shanghai and Shenzhen stock markets has been the development of the private placement of Huaxin G, G heavy truck, G TISCO, G Construction Investment, G Fanhai, G BOE, G Tianwei, G sun and other companies proposed non-public offering plan, the biggest advantage of non-public offering is strong and the strength of the major shareholders, large investors risk tolerance may be close to market price, the price even more than the market price, transport funds for listed companies minimize investment risk small shareholders. Because up to 10 participating in the orientation of investors have a clear lock-up period, in general, dare to put forward non-public issuance plans, and has been accepted by large investors of listed companies, there is usually good growth.
Conditions
supplementary provisions to improve the mechanism of restraint on the behavior of listed companies issuing new shares, now for SEOs about the conditions of new shares. Listed company applies for issuing new shares, in addition shall comply with the provisions "of listed companies issuing new shares management approach", it should also meet the following conditions:
First, the weighted average of the past three fiscal year average return on equity is not low to 10%, nearly a weighted average return on net assets of not less than 10% of the fiscal year. Compared to net profit before net profit after deducting non-recurring gains and losses, whichever is lower, as the basis for calculation of weighted average ROE of.
Second, the issuance of new shares to raise funds not exceeding the amount of the net asset value at the end of the audited company.
Third, the last year before the issue of asset-liability ratio and a financial statement is not lower than the average level of listed companies in the same industry.
Fourth, the last stage of completion of investment projects of not less than 70%. Fifth, the number of shares issuance of new shares of more than 20% of the total shares of the company, its proposal is also subject to additional outstanding shares attending the shareholders' meeting of the above (public shares) shareholders voting rights held by half. Total number of shares Total number of shares of additional proposals to the Board of Directors resolution announcement date of the calculation basis.
Sixth, the listed company and its subsidiaries is not the availability of funds, assets actual control of listed companies of individuals, legal persons or other organizations (hereinafter referred to as the actual controller) and associated occupancy is present in the last 12 months .
Seven listed companies and their directors in the last 12 months have not been publicly criticized China Securities Regulatory Commission, or publicly condemned by the stock exchange.
Eight, the most recent year and a financial statement accounting policy does not exist is not robust (such as asset impairment provision ratio is too low, etc.), or the amount of debt is too large, the high proportion of non-performing assets and other potential situation.
Nine, a listed company and its subsidiaries violations as the actual controller and related parties to provide security, rectification full 12 months.
Ten, in line with the "Notice on listed companies major purchase, sale, replacement of a number of troubled assets" (Zheng Jian Gong Si Zi [2001] No. 105) provided a major asset restructuring of listed companies, after the completion of the reorganization of initial claims issuance of new shares, which is nearly three fiscal years weighted average return on net assets of not less than 6%, and nearly a weighted average return on net assets of not less than 6% of the fiscal year, the weighted average return on net assets in accordance with the first notification For calculation rule; the additional shares may be unlimited amount of money raised strip of the present second notification.