In recent years, the split listing of A shares has become increasingly hot. According to the preliminary statistics of the Securities Times reporter, there are more than 100 A-share listed companies that have announced their intention to spin off the listing. So today, Bian Xiao is here to sort out the reasons for the split listing of A shares. Let's have a look!
Portrait of A-share spin-off listed companies
With Vanke and other giants joining the spin-off, the increasingly frequent spin-off of A-share listed companies has attracted investors' attention. According to the reporter's statistics, up to now, more than 100 A-share companies have expressed their willingness to split and list.
Take Wind's spin-off listing index as an example. The constituent stocks of the index cover A-share listed companies that have announced their intention to spin off the listing in history. Up to now, the index * * * has 102 constituent stocks, corresponding to 102 A-share listed companies, and the above A-share listed companies intend to split up 1 1 subsidiaries for listing.
Through the analysis of A-share listed companies that have expressed their willingness to split and go public, we can find that this group of industries is widely distributed. According to CITIC's first-class industry classification, the electronics industry 12, the pharmaceutical industry, the most. 9. Power equipment and new energy industry; 6 real estate, construction, electricity and public utilities industries; There are five in transportation industry, computer industry, machinery industry and basic chemical industry; The coal industry and petroleum and petrochemical industry only have 1. Generally speaking, A-share listed companies that are willing to split and list are concentrated in industries such as electronics and medicine, and it is easy to incubate new economic enterprises or "dark horse" enterprises, making it possible for such enterprises to split and list.
Judging from the plate of the listed companies to be split up, the companies expressing their willingness to split up and list are concentrated on the main board and the Growth Enterprise Market, and the science and technology innovation board and the North Stock Exchange have not yet been seen.
From the perspective of company size, the listed companies that have expressed their willingness to split up and go public are generally large. In terms of total assets, 30 of the above-mentioned 102 companies have total assets exceeding 1000 billion yuan. The total assets of many companies, including Vanke, China Jiao Jian, China Railway and China Railway Construction, even exceed one trillion yuan. However, there are still some smaller companies, such as Dongfang Seiko and Aojiahua, who are willing to split up and go public, and their market value and total assets are less than/kloc-0.00 billion yuan.
From overseas spin-off to domestic spin-off, "one split and one split" has gradually become the mainstream.
It is worth noting that the domestic spin-off of A-share listed companies has replaced the overseas spin-off and become the mainstream mode of spin-off.
In the past, when A-share listed companies planned to spin off their subsidiaries for listing, the spin-off destination was mostly the Hong Kong stock market, and a few companies chose to spin off to other securities markets such as the Korea Stock Exchange.
On February 25th, 20021,Yi Sheng Electronics, a subsidiary of Yi Sheng Technology, a A-share listed company, was successfully listed in science and technology innovation board. Since then, the direction of spin-off subsidiaries of A-share listed companies has obviously changed, from the previous choice of Hong Kong stock market to A-share market.
According to the reporter's statistics, up to now, a total of 17 A-share listed companies have been spun off 17 subsidiaries have successfully landed in the A-share market. These 17 companies are all main board companies, and the 17 subsidiaries that are split and listed are mainly listed on the Growth Enterprise Market and the Science and Technology Innovation Board, while only two are listed on the main board.
According to the classification of CITIC's first-class industries, among the above-mentioned 17 A-share listed companies, there are 3 in the electronics industry, 2 in the non-ferrous metals, medicine and construction industries, and/KLOC-0 in the comprehensive, commercial retail, computer, basic chemical, machinery, non-bank finance, power equipment and new energy, electric power and public utilities industries. In contrast, among the 17 subsidiaries, there are three in the electronics, machinery, medicine and basic chemical industries, and there are 1 7 in the power equipment and new energy, power and public utilities, media, computers and national defense and military industries. It can be seen that the parent companies of spin-off listed companies have a wide range of industries, both hot and non-hot, but the spin-off listed subsidiaries are mostly concentrated in hot industries such as electronics, machinery and medicine, which are more prone to new technologies and new business models.
Why have A-share listed companies changed so obviously in recent years when they chose to split up? This needs to start with the historical evolution of the system and practice of split listing in A-share market.
In fact, for the A-share market, the emergence, development and perfection of spin-off listing have gone through a long process.
In 2004, China Securities Regulatory Commission issued the Notice on Regulating the Overseas Listing of Enterprises Belonging to Domestic Listed Companies (Jian Zheng Fa [2004] No.67, hereinafter referred to as the Notice of Overseas Splitting), allowing A-share listed companies that meet certain conditions to spin off their subsidiaries for overseas listing.
2065438+In February, 2009, CSRC issued "Several Provisions on Domestic Listing of Subsidiaries of Listed Companies" (CSRC Announcement [2065438+09] No.27, hereinafter referred to as "Provisions on Domestic Split"). So far, the domestic spin-off listing, which is common in mature capital markets, has been officially implemented in the A-share market, filling the institutional gap of domestic spin-off listing in the A-share market and changing the situation that it is difficult for enterprises to realize domestic spin-off.
According to the CSRC, spin-off to overseas listing and spin-off to domestic listing have similar effects on listed companies. Domestic spin-off regulations are also formed on the basis of fully drawing lessons from overseas spin-off notices, and the system is optimized. The two mechanisms have the same origin, the same strain and the same normative goal. Therefore, there are no legal conflicts and obstacles in integrating these two rules. At the same time, in view of the practical operation problems reflected by the market during the application of the two rules, the CSRC took the opportunity of integration and made it clear in combination with the actual development of the market.
From June, 5438 to June, 2022 10, the CSRC further issued the Rules for the Split of Listed Companies (for Trial Implementation). These spin-off rules shall come into force as of the date of promulgation, and the domestic spin-off regulations implemented on February 2019 12, 2004 and the overseas spin-off notice implemented on July 2, 2004 shall be abolished at the same time.
The Split Rules clearly stipulates the conditions for the split of listed companies. For example, the shares of listed companies have been listed in China for three years; It has made continuous profits in the last three fiscal years; After deducting the net profit of the subsidiary to be split by equity in the last three fiscal years, the accumulated net profit attributable to shareholders of the listed company is not less than 600 million yuan (whichever is lower before and after deducting the non-recurring gains and losses); The net profit of the subsidiary to be split in the consolidated statement of the latest fiscal year shall not exceed 50% of the net profit attributable to shareholders of listed companies, and the net assets of the subsidiary to be split in the consolidated statement of the latest fiscal year shall not exceed 30% of the net assets attributable to shareholders of listed companies.
For the spin-off of listed companies, Wang, a senior investment banker, pointed out in an interview with the Securities Times reporter that most of the listed companies to be spun off are leading enterprises in all walks of life, with good development resources and cutting-edge information technology in all walks of life, so it is easier and more convenient to incubate new growth points.
Regarding the spin-off of A-share listed companies in recent years, Wang believes that after the domestic spin-off policy is liberalized, it is of little significance to choose to spin off in overseas markets, because we have to face different regulatory environments, different trust systems and different market activities.
What is the purpose of the spin-off of A-share companies?
Spin-off listing is nothing new, but for A-share investors, for a long time, spin-off listing cases are rare. But why did more and more A-share listed companies choose to split up and list in the past two years, especially the situation of "one split and one split" increased significantly?
Gui Hao Ming, a senior market person, pointed out in an interview with the Securities Times reporter that in recent years, a new situation has emerged in listed companies, that is, enterprises are diversified, and the assets they hold belong to different industries, or different categories of the same industry, and operate independently of each other. With the development of enterprises, there will be some new problems, such as more business, difficult management and difficult valuation. In this case, if these independent operating assets that are not directly related to the main business are split and listed, it will help strengthen professional management and help to price these assets separately, and often get higher pricing after listing. On the one hand, the parent company can obtain asset appreciation income; On the other hand, after the subsidiary is split, it can be financed separately to achieve faster development. Therefore, the market generally welcomes this, and listed companies are more enthusiastic about the spin-off listing.
From the actual cases, through combing and analyzing the actual cases of A-share market splitting in recent years, we can find that the purposes of A-share listed companies' splitting are diverse, mainly including further rationalizing business structure, broadening financing channels, enhancing the overall market value of the company, enhancing incentives for core employees of subsidiaries, enhancing the overall profitability of the company and enhancing the overall competitiveness of the company.
For example, Chengzhi Co., Ltd. recently stated in the suggestive announcement of planning the spin-off and listing of its holding subsidiary Beijing Chengzhi Yonghua that Beijing Chengzhi Yonghua will give full play to the role of the capital market in optimizing resource allocation, broaden financing channels, and enhance the sustainable profitability and core competitiveness of enterprises; At the same time, the listing of Beijing Chengzhi Yonghua is conducive to the further development of the company, optimizing the layout of the company in the semiconductor display material industry, strengthening the company's market and technological advantages, realizing the value-added of the company system and maximizing the value of all shareholders of the company.
Yi Sheng Science and Technology previously expressed the hope that through this spin-off, Yi Sheng Science and Technology will pay more attention to the design, production and sales of copper clad laminate and adhesive board. Yi Sheng Electronics will rely on the scientific and technological innovation board platform of Shanghai Stock Exchange for independent financing to promote the development, production and sales of its own printed circuit board R&D business. Yi Sheng Science and Technology said that the spin-off will further enhance the overall market value of the company and enhance the profitability and comprehensive competitiveness of the company and its subsidiaries.
It is worth noting that in order to realize development planning and meet development needs, some A-share listed companies sometimes have more than one subsidiary split and listed.
For example, on February 28th this year, Dazu Laser spun off its subsidiary, Dazu CNC, and listed it on the Growth Enterprise Market of Shenzhen Stock Exchange. In March of this year, Dazu Laser announced that the company also planned to spin off its other subsidiary, Dazu Optoelectronics, and list it on the Growth Enterprise Market of Shenzhen Stock Exchange. Hikvision plans to spin off its fluorite network and list it on the Science and Technology Innovation Board Stock Exchange, and plans to spin off its Hikvision robot and list it on the Growth Enterprise Market of Shenzhen Stock Exchange.
Of course, the spin-off plan is not smooth sailing, and there are also many cases in which listed companies terminate or suspend trading after proposing the spin-off plan. For example, Zhejiang Digital Culture recently announced that it decided to terminate the spin-off and listing of Zhejiang newspaper media technology and list it on the Science and Technology Innovation Board. Regarding the reasons for the termination of this spin-off, Zhejiang Digital Culture indicated that considering the company's operating conditions and future business strategic positioning, the company will make overall arrangements for business development and capital operation planning. After full communication and careful argumentation with relevant parties, the company intends to terminate the spin-off of Zhejiang Media Technology. As early as June 5438+February 65438+April, 2020, the 7th meeting of the 9th Board of Directors of Zhejiang Digital Culture and the 6th meeting of the 9th Board of Supervisors deliberated and passed the Proposal on the Listing of Zhejiang Media Technology, a subsidiary of Zhejiang Digital Culture, and started this spin-off. On September 23rd, 20021year, Zhejiang Digital Culture also disclosed the Announcement of Zhejiang Digital Culture on the Progress of the Listing of Subsidiaries. On September 23, 20021year, Zhejiang Media Technology completed the registration of industrial and commercial change in the joint-stock system reform in Jiaxing Municipal Market Supervision Administration, and the whole company was changed into a joint stock company.
It is not appropriate to speculate on the spin-off of the listing theme.
Like most subjects, spin-off listing once became a hot topic for some investors in the A-share market. After some A-share listed companies announced the spin-off, their share prices were popular and even rose. But on the whole, this theme has not brought obvious excess returns to the relevant stocks, which is far from the frequent rise of other popular theme stocks in the A-share market.
Take the performance of Wind's split listing index in recent years as an example. In 2020, the index rose by 27.97%, outperforming the increase of Shanghai Composite Index 13.87% in the same period, but obviously underperforming the increase of Shenzhen Composite Index by 38.73% in the same period. 202 1, the Wind spin-off listing index rose 18.07%, outperforming the Shanghai Composite Index and Shenzhen Component Index in the same period; Since 2022, the A-share market has been greatly adjusted, and the spin-off listing index has not been spared, with a cumulative decline of more than 20%, exceeding the Shanghai Composite Index in the same period.
Gui Hao Ming believes that the overall response of the secondary market to the spin-off listing is relatively dull, for several reasons: First, in the process of spin-off, if the assets of subsidiaries are of high quality, the market will worry that the shareholding ratio of the parent company in high-quality assets will be reduced after the spin-off; Second, after the spin-off, it is difficult for the market to give a particularly high valuation, because before the spin-off, the valuation of this part of assets in the parent company has been reflected to a certain extent; Third, although there are two companies after the spin-off, the controlling stake has not changed, and it will take time to test whether the governance structure can be truly improved.
Gui believes that both spin-offs and mergers and acquisitions of listed companies are the normal operation of the capital market. Three principles should be followed: first, standardization; Second, it is beneficial to all shareholders; Third, it is conducive to the long-term development of enterprises. From this point of view, Gui believes that spin-off listing is encouraged under appropriate circumstances, but it is not appropriate to speculate on spin-off themes.