The "two stages" are to divest custody first and then go public as a whole.
The "four modes" are A+H mode, reverse acquisition of parent company mode, stock exchange merger mode and stock exchange IPO mode. At present, "four models" are used in the capital market. That is, after the state-owned group companies complete the shareholding system reform, direct IPO issues both A shares and H shares, which belongs to the overall listing of legal persons. This model requires that the main business of the group company is clear and concentrated, and the asset quality is good. First, a small amount of non-operating assets and non-performing assets should be properly disposed of, and the IPO should be directly listed after the reform of multi-investor shareholding system. Adopting this mode of listing in different markets at the same time will make the market on which the company depends more standardized and strict, which is conducive to the improvement of corporate governance.
The typical representative of A+H overall listing mode is Bank of China. In order to successfully go public as a whole, China Bank carried out a series of restructuring and corporate governance structure reform: in February 2003, the China government injected US$ 22.5 billion into China Bank, and China Bank subsequently carried out a large-scale financial restructuring; At the end of June 2004, the disposal of non-performing assets basically ended, and the non-performing loan ratio dropped from 16.29% at the beginning of the year to 5.46% at the end of June. In August, 2004, it was transformed into China Bank Co., Ltd., which fully inherited the assets, liabilities and all businesses of China Bank. Central Huijin Investment Co., Ltd. exercises the rights and obligations of investors on behalf of the state according to law. In 2005, we introduced overseas strategic investors such as Royal Bank of Scotland, Temasek and UBS Group AG, and sold 25% of the bank's equity. This series of reforms clarified the corporate governance structure of China Bank, improved the level of corporate governance, and continuously improved the quality of operating assets, laying a good foundation for the overall listing of A shares and H shares. On June 1 day and June 12, 2006, Bank of China issued 25,568,590,000 H shares and 6,493,506,000 A shares in Hongkong and Shanghai, respectively, realizing the overall listing of A+H mode. That is, through the reverse acquisition of the assets and business of the parent company by controlling the listed subsidiaries, the overall listing of the main business of the parent company can be realized. There are two main types: private reverse acquisition mode and self-owned reverse acquisition mode.
The representative of private placement and reverse acquisition mode is WISCO Group. Its distribution scheme can be summarized as "directional+public offering". In June, 2004, WISCO (a listed subsidiary, full name Wuhan Iron and Steel Co., Ltd.) issued 654.38+02 billion state-owned legal person shares to WISCO Group (parent company, full name Wuhan Iron and Steel Group Company), and publicly issued no more than 800 million public shares to the public, and then used the raised funds to purchase all the unlisted steel operating assets of the group company, thus realizing the overall listing of the main steel business of the group. As shown in figure 1, the overall listing of WISCO Group can be divided into three steps: first, the parent company divests its operating assets; Second, the listed subsidiaries issue state-owned legal person shares to the parent company and publicly issue public shares to the society; The third step, the listed subsidiaries use the raised funds to purchase the operating assets of the parent company and realize the overall listing of the main business.
The representative of the reverse acquisition mode of its own funds is ChinaSoft Group (full name cosix). Initially, ChinaSoft Group divested its non-performing assets and other assets unsuitable for entering ChinaSoft (full name ChinaSoft Network Technology Co., Ltd.) together with related liabilities to its parent company CEIC (full name China Electronic Industry Engineering Company), and transferred its 465,438+0.83% shares in ChinaSoft to CEIC. In March 2006, after ChinaSoft acquired the assets of ChinaSoft Group with its own funds (at that time, the net assets of ChinaSoft were 459.6 million yuan, and the net assets of the acquired ChinaSoft Group were only 54.8 million yuan, so it was no longer necessary to raise funds from the securities market), ChinaSoft changed its name to China Software and Services (Group) Co., Ltd. (China Software for short), and ChinaSoft Group cancelled its legal person status. It is through stock exchange to absorb and merge the listed companies with the same actual controller to complete the overall listing of the company. This model is suitable for two (or more) brother listed companies that belong to the same group company and have close business ties in horizontal industries or vertical upstream and downstream industrial chains to implement absorption merger or new merger.
The representative of this M&A model is Ambry Group. In order to reduce the horizontal competition and related transactions among its listed companies, An Baili Group merged its listed companies, First Department Store (full name Shanghai First Department Store Co., Ltd.) and Hualian Department Store (full name Shanghai Hualian Department Store Co., Ltd.). The First Department Store merged all the assets, liabilities and rights and interests of Hualian Department Store into its subsidiaries, and Hualian Department Store was cancelled as a legal person due to the merger. After the merger, the surviving company was renamed Shanghai An Baili (Group) Co., Ltd. (hereinafter referred to as An Baili). The specific merger plan is as follows: In June 2004, all non-tradable shareholders and tradable shareholders of Hualian Department Store were in accordance with 1: 1.273,1:1:1. At the same time, the company also gives shareholders the option of cash in the merger plan, that is, they can directly exchange their own shares for cash. The public shareholders of the group company and its listed subsidiaries are converted into shares according to a certain proportion to absorb and merge its listed subsidiaries, and the group company issues new shares at the same time. Its operation can be divided into three steps: reorganization, absorption and merger, and initial launch, in which absorption and merger are carried out at the same time, which is a prerequisite for each other.
The typical representative of this model is Shanghai Port Group. After the share-trading reform of Shanghai Port Container Co., Ltd., a listed subsidiary, the parent company Shanghai Port Group Co., Ltd. (full name Shanghai International Port Group Co., Ltd.) exchanged shares to absorb the unrestricted shares of the merged Shanghai Port Container, and at the same time realized the overall listing through IPO. The share exchange was carried out at the same time as the IPO of Shanghai Port Group, which was mutually conditional. The stock exchange price of Shanghai Port Group's stock exchange merger Shanghai Port Container is RMB 16.50 per share, and each share of Shanghai Port Container is converted into 4.5 shares newly issued by Shanghai Port Group. At the same time, all tradable shareholders are given the cash option equal to the exchange price, which protects the interests of small and medium shareholders to the maximum extent. At present, about 60% ~ 70% of listed companies in China's securities market are restructured from state-owned enterprises, and most of them are packaged and listed after stripping some production links and processes of the original state-owned enterprises, which makes listed subsidiaries rely heavily on the group parent company and becomes a strategic hidden danger of listed companies. The author believes that as a means of shareholding system reform of large and medium-sized central enterprises, the four operating modes of group companies' overall listing have their own advantages, and group companies should comprehensively consider the characteristics of various operating modes and their own characteristics in the process of overall listing.
1, the introduction of market mechanism should be the purpose of overall listing. The ultimate goal of the overall listing of the group company is to make the operation and operation of the company under the attention and supervision of the market, which is conducive to improving the corporate governance structure of large and medium-sized state-owned enterprises, improving the liquidity of the equity of the group company, improving the overall quality of the asset management of the group company and improving the return on capital of shareholders. A+H mode is the best and fastest of the four modes, but this mode requires higher asset quality of the original group company. If the main business of the group company is outstanding, the operation is standardized, it can be quickly recognized by the market, there is no listed company under it, and it meets the IPO and overall listing conditions, it is recommended to adopt the A+H model to realize the overall listing.
2. Highlighting the main business should be the essence of the overall listing. Through the analysis and comparison of the overall listing modes of WISCO Group and ChinaSoft Group, we can see that the practical significance of the overall listing mode lies in the realization of the listing of the main business of the group company, and the establishment of a continuous financing and capital operation platform matching the business scale, which provides strong support for its long-term development. For example, Wuhan Iron and Steel Co., Ltd. has realized integrated operation by acquiring the assets of WISCO Group's main steel business, and has become a large-scale listed steel joint venture with comprehensive production capacity, which has provided strong support for its timely search for merger, reorganization and joint venture opportunities in leading steel manufacturing industries. Similarly, after the horizontal integration, the listed subsidiaries of An Baili model have achieved the overall listing, and the scale effect and synergy effect are more significant.
3, the overall listing should take into account the interests of small and medium circulation shareholders. WISCO shares will combine the private placement of state-owned legal person shares, the issuance of circulating shares and the acquisition of high-quality assets of major shareholders. In terms of dealing with the interest relationship, the issue price of private placement and public offering of major shareholders is 6.38 yuan/share, realizing full subscription. The reverse acquisition of ChinaSoft mode avoids the problem of how to price the state-owned shares, which not only realizes the purpose of the whole listing of ChinaSoft Group, but also avoids the previous mode that the shareholders of tradable shares pay for the whole listing, and does not harm the interests of the original shareholders of tradable shares, which provides an example for the withdrawal of sensitive state-owned shares. The biggest innovation of An Baili model lies in distinguishing non-tradable shares from tradable shares, and determining two discount rates for stock exchange, which fully balances the interests of four different stakeholders: tradable shareholders and non-tradable shareholders. At the same time, under the mode of stock exchange, merger and IPO, the use of cash options also protects the interests of minority shareholders, avoiding the sharp fluctuation of stock price caused by market factors during the merger and damaging the interests of minority shareholders.
4. The overall listing should be a low-cost rapid expansion. Except A+H mode, the other three modes are listed by issuing shares to acquire assets or absorbing and merging, and the listing cost is low. The soft model does not involve refinancing, and there is no IPO or additional issuance, all of which are acquired with its own funds. Therefore, the reverse acquisition of ChinaSoft shares can be regarded as a related party transaction, and the transaction amount is small, which only needs the approval of the shareholders' meeting. Shanghai mode is a mode in which listed subsidiaries are listed as a whole under the background of full circulation after the completion of the share-trading reform. After the implementation of the share-trading reform in Shanghai Container Company, the non-tradable shares of subsidiaries need not be considered in the stock exchange and merger of Shanghai Group. After the tradable shares of subsidiaries with restricted sales conditions can be listed and traded, the A shares issued by the parent company are exchanged with the original circulating A shares, which greatly reduces the cost of mergers and acquisitions.