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The first case of the A-shares was awarded a special case for the fund-raising case: "Self-family" after 28 down-limits? * ST Yufu's stock price soared ahead of schedule

November 09, 2018 04:37

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Looking closely at fund investors, the connection with the actual controllers of listed companies is looming. In addition, its use of indirect debt-to-equity swaps is also quite special.

On the evening of November 7,*ST Youfu(002427.SZ) announced that Shanghai 垚 wide from October 11 to November 7, through the secondary market to increase the company's shares of 1991 million shares, accounting for 5% of the company's total share capital.

According to the announcement, the placard party Shanghai Weikuo is a special relief fund jointly established by financial institutions and enterprises. By holding shares of listed companies, it helps *ST Yufu solve contingent problems and resume normal operations.

In the context of the current local government and industry associations stating the liquidity risk of private enterprises, the case of such a special listed fund company listed companies has received market attention.

However, a closer look at the fund's investors is associated with the fact that the listed company's actual controllers are looming. In addition, its use of indirect debt-to-equity swaps is also quite special.

On November 8, a number of institutional analysts and listed company secretaries told 21st Century Business Herald that the move was suspected of pushing up the stock price. "Enterprises are saving themselves."

It is worth noting that since March of this year, *ST Yufu began to brew funds, and the dust of the fund establishment was settled in September. In the meantime, *ST Yufu has experienced 28 down limits, and the danger is alive. Recently, *ST Yufu's share price has rebounded rapidly.

  Special fund flashed from family figure

Shanghai’s vast “heads” are not small.

According to the announcement, Shanghai Qiankuo is jointly established by financial institutions and enterprises to respond to the Party Central Committee’s directive spirit on financial services to serve the real economy, and the National Development and Reform Commission, the China Securities Regulatory Commission and other departments to encourage market-oriented debt-to-equity swaps to help Yufu. A special relief fund for the settlement of contingent events to restore normal operations.

In the context of the establishment of funds to help listed companies in various places, at first glance, this "special relief fund" makes it easy for people to think that it is a similar bailout fund.

However, a close look at the fund's funding agencies and tactics is inconsistent with the government's approach to solving private enterprises.

As early as March 23 this year, *ST Yufu indirect controlling shareholder Suzhou Zhengyue, the third largest shareholder Zhongrong Trust, Huarong Yuekong, JinzhongbankTibet Dingxin signed the "Intention Agreement on Fund Establishment", and the fund size is tentatively set at 6.4 billion yuan to support the company's development and solve the company's current difficulties.

However, six months later, the size of the fund has shrunk rapidly.

September 21, TaizhouGolden sunEnergy, Zhongrong Trust, Shanghai Wing Guest Exhibition, Tibet Dingxin and Shanghai Sui Ditong Assets jointly launched the establishment of Shanghai, with a scale of approximately 910 million yuan. Among them, Yan Ditong invested 100,000 yuan as a general partner.Solar energySource, Zhongrong Trust, and Yiji Exhibition invested 200 million yuan respectively, and Tibet Dingxin invested 310 million yuan.

* ST Yufu explained the size of the fund and the changes of the investors. It has been half a year since the signing date, and the market conditions and the situation of each investor have changed. As a result, some investors have changed.

For the withdrawal of Huarong Yuekong and Jinzhong Bank's two state-owned assets, on November 8, the *ST Yufu Securities Department responded to a 21st Century Business Herald reporter calling as an investor: "To put it plainly, the fund is not Engage in charity, the partners come in order to make money, or the company's indirect creditors reduce losses."

Among the fund-raisers of the relief fund, Zhongrong Trust, as the trustee, set up the “Zhongrong-Zhengying 130 Collective Fund Trust Plan” as the third largest shareholder of the company, accounting for 6.99% of the total issued share capital of the listed company; On the one hand, Zhongrong Trust is also the creditor of the company, and is the pledge party of the controlling shareholder Huzhou Youfu Holdings Co., Ltd. and the second largest shareholder Jiayuan Co., Ltd.

In addition, Shanghai is also worth exploring.

Shanghai Ji Ditong Assets is a general partner of Shanghai Weikuo. Huang Wei is the legal representative of Shanghai Jiditong. He served as the securities representative of China National Technology Holdings Co., Ltd., and *ST Yufu was once the “Chinese Technology Department”. "A member of the team."

In view of the various links between the fund and *ST Yufu, the first case of the A-shares to receive special fund-raising funds has gradually opened the fog and evolved into a “self-family” listed company.

On November 8, a listed company’s secretary-general told 21st Century Business Herald that this was due to the need for market value management.

Another institutional analyst said to reporters: "This move is nothing more than pushing the stock price up and alleviating the pressure on the mortgage, and there are no other benefits at the moment."

In fact, during the period from October 11th to November 7th, the stock price of *ST Yufu has taken off against the trend. Starting from 6 yuan/share in August, *ST Yufu has skyrocketed and closed at November 8, and has risen to 16.1 yuan/share. The transaction price of Shanghai Weikuo twice increased by 11.04 yuan / share -14.22 yuan / share, 13.51 yuan / share -16.15 yuan / share.

According to the information, at present, the pledge rate of *ST Yufu stock is 41.3%. Among them, the pledge rate of the controlling shareholder Yufu Holdings reaches 100%, and the pledge rate of the second largest shareholder Jiayuan Co., Ltd. reaches 49.19%. Among them, some stocks have reached the warning line, but the risk of liquidation has been greatly reduced.

  Why is it difficult to solve problems?

How to solve the problem of relief funds is the most concerned issue of the outside world.

On October 9, the rescue fund took the first step.

The announcement on the same day stated that the relief fund and Suzhou Zhengyue had completed the signing of the contingent claims transfer amount of approximately 669 million yuan and paid part of the payment. However, the announcement also suggests that the relief fund may not fully cover all contingent liabilities of the listed company.

A notice on October 25 showed that *ST Yufu and its holding subsidiaries involved 36 lawsuits and arbitrations involving a total amount of 2.48 billion yuan. In addition to the withdrawal of the lawsuit and mediation, there is still a total of 2.18 billion yuan involved in the lawsuit.

Just when the outside world questioned that the scale of the above-mentioned 900 million special funds was greatly reduced and it was difficult to cover 2.18 billion yuan of debt, on the evening of November 6, *ST Yufu threw out a capital increase announcement.

According to the announcement, Zhongrong Trust has newly subscribed for 375 million yuan, and Wuhan Tianjieying Enterprise Management Center has subscribed for 637 million yuan as a new limited partner, and the total amount of funds contributed by fund partners has increased to 1.92 billion yuan.

On November 8, *ST Yufu Securities Department also told 21st Century Business Herald that he believes that the current fund size will change, the size of the fund will not be limited to 1.9 billion yuan, and does not rule out the entry of new partners. .

The person further stated: "The amount of money the fund is, and the size of the debt to be solved, is not an equal amount."

The statement of the securities department cited another feature of the rescue fund to help listed companies, namely, “helping some creditors of listed companies to realize indirect debt-to-equity swaps”. This move also attracted the Shenzhen Stock Exchange.

*ST Yufu responded to the inquiry letter saying that the realization form of indirect debt-to-equity swap refers to the fact that some creditors of the company use their creditor's rights to make or transfer their creditor's rights to the listed company's debts, and then indirectly hold them. The debt relief fund subsequently increased its shareholding in the listed company and shared the proceeds of the shares.

The Securities Department explained to the method of using indirect debt-to-equity swaps rather than directly providing loans to listed companies. “The third largest shareholder in the fund is Zhongrong, and no direct borrowing is used to avoid related transactions. In fact, the fund’s In addition to increasing shares and resolving contingent issues, the function does not exclude liquidity support for listed companies when necessary."

"This is not a common form of public debt-to-equity swap for listed companies. It is to package creditors into a fund and then to separate creditors from listed companies. It is not intended to solve the debt problem, but to achieve the purpose of quelling debt litigation." On the 8th, a senior in the M&A industry analyzed the 21st Century Business Herald.

On October 25, four of the plaintiffs in the *ST Yufu case had withdrawn, involving an amount of 130 million yuan.

The above analysts further analyzed: "The advantage of this is that it is convenient to centrally manage creditors. It is precisely because the size of the fund and the debt are not an equal relationship. Perhaps when the creditor and the fund negotiate the transfer of the creditor's rights, the creditor sells it for a timely stop loss. The fund has already Earned a sum."

In addition, it is worth noting that Zhongrong Trust, the third largest shareholder, played an important role in the establishment of the fund. The person gave another guess: it is like Zhongrong first cleaned up bad assets for listed companies, for the future. Realize it, or to load other assets.

(Article source: 21st Century Business Herald)

                (Editor: DF387)

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