Operating rules and methods of listed companies

(1) The four modes of private placement can be generally summarized as the following four modes according to the object and transaction structure of private placement of listed companies: 1. Private placement based on asset acquisition. 2. Financial private placement 3. The combination of additional issuance and asset acquisition. Merger and acquisition of other companies through private placement. At present, the acquisition of private placement assets is highly recognized in the market. For example, after Angang and Taigang announced the overall listing plan, their share prices continued to rise. The main reason is: (1) the thickening effect of overall listing on performance. Under the overall listing conditions, in view of the substantial increase in the shareholding ratio of major shareholders, there will be more profit space in the future. Therefore, the price of additional shares reflects a certain preference for the proportion of original circulating shareholders. (2) Reducing the irregularities in related party transactions and horizontal competition, enhancing the transparency of the company's business and operation, and reducing the conflict of interests between the controlling shareholder and the listed company will help to enhance the company's intrinsic value. (3) For some companies with small circulating share capital, increase the market value and liquidity of listed companies through private placement and overall listing. Second, financial private placement is mainly reflected in the realization of foreign mergers and acquisitions through private placement or the introduction of private placement by strategic investors, and its significance is multifaceted. First of all, it is beneficial for listed companies to easily realize additional issuance and seize the favorable opportunity of industrial investment. Third, the combination of additional issuance and asset acquisition. Internationally, it is expected to become a common behavior for companies to buy their own high-quality assets from controlling shareholders. The overall listing is obviously difficult, but the controlling shareholder has certain high-quality assets, and at the same time, the controlling shareholder's finance has been realized to a certain extent. This kind of issuance can quickly acquire the group's high-quality assets, enhance the performance space or the company's sustainable development potential, so it is beneficial to the company's development to a certain extent. Four. High-quality companies acquire other companies through private placement. Compared with cash acquisition, private placement is a merger; One method can greatly reduce the cash flow pressure after merger and acquisition, and at the same time, private placement is more conducive to giving play to the valuation advantages of leading companies, which can really play a role in supporting the excellent and strengthening the strong. So this method is quite attractive to leading companies. (2) The three M&A purposes of increasing holdings can be divided into the following three modes according to the purpose and value orientation of listed companies: 1. Asset M&A; A and the assets held by the restructured company are mainly obtained by issuing additional shares to specific objects, mostly non-cash assets, such as equity, creditor's rights and physical objects. , and the specific objects are mostly the controlling shareholders or other related parties of listed companies. Private placement with the goal of overall listing is the representative of this type. Generally, it can effectively solve the related transactions and horizontal competition among listed companies, controlling shareholders and related parties, and improve the company's fundamentals by introducing high-quality assets. At the same time, due to the overall listing of the group company, the market competitiveness can be enhanced. II. Introducing strategic investors to issue additional shares is mainly issued by strategic investors who supplement the company's Hong Kong business or hold shares for a long time. The holding period of additional shares obtained by investors is generally more than 3 years. At present, this kind of private placement in the market mostly introduces overseas strategic investors, most of whom are leading enterprises in international industries. By introducing strategic investors through private placement, listed companies not only get the latter's funds, but also get the management experience, advanced technology and broad market prospects brought by the latter. Third, financial investment type For such investors, private placement is the funds needed to integrate the company's business development. The specific targets of additional issuance are fund management companies, trust and investment companies, QFII and other institutional investors. This kind of investment has nothing to do with the main business of listed companies, and most of them do not participate in the company's decision-making and management. In addition, they hold the company's shares for a short time and have a low threshold for additional issuance, which is beneficial for listed companies to implement additional issuance more conveniently and seize favorable industrial investment opportunities. The situation will be difficult. At this time, understanding the credit status of market participants has become a demand, and credit investigation activities have emerged. It can be seen that credit investigation is actually produced and developed with the emergence and development of commodity economy, and it is a credit information service provided for credit activities. 4-character board, no leakage, serious chip failure; On the other hand, Ji Tai took the initiative to open the board on 2 1 at the end of June to ease the selling pressure and pave the way for future highs. There are similarities and differences in history, not repeated progress.