People Do Not Calculate Well: Restructuring And Listing Are Equivalent To IPO Standard.

Zhang Xiaojun, a spokesman for the securities and Futures Commission, "focused on curbing" flicker "," following the wind "and blindly crossing the border restructuring, and the chairman of the securities and Futures Commission, Liu Shiyu, said that the announcement of the" Huai style "restructuring of the big case was still in the ears. Zhejiang's nine good group and saddle heavy shares jointly carried out the" flicker "restructuring case that was exposed.

The dark scenes exposed in the case are enough to keep us vigilant against mergers and acquisitions of any listed company.

Saddle heavy shares began planning for major suspension in April 6, 2015, and its merger and reorganization target is Zhejiang's nine best group.

After investigation by the regulatory authorities, the nine good group in Zhejiang has increased the service fee by 2013-2015 yuan and over 2.6 billion yuan through various means. The trade income in 2015 has increased by more than 57 yuan, and the fictitious bank deposit is 300 million yuan.

Packaged itself as a "good" asset worth 3 billion 710 million yuan, it is hoped to achieve the purpose of backdoor listing through reorganization with saddle heavy shares.

However, people do not calculate well enough, and their wishful thinking finally failed because of the report and the investigation by the regulatory authorities.

The Zhejiang nine good group "Huyou" reorganization case has very strong typicality, mainly showing five characteristics, such as large market impact, wide range of fraudulent practices, new counterfeit fields, high false concealment and strong professional knowledge of counterfeiting. This case also highlights the characteristics of constantly breaking new regulations in the market.

What is worth noting is that although the nine good group of Zhejiang wants to achieve the backdoor listing through the way of asset reorganization, it is essentially different from that of some enterprises in order to achieve listing through fraudulent issuance through financial fraud.

Therefore, rather than Zhejiang's nine good group is a "flicker" restructuring, rather than a "fraudulent" restructuring is more appropriate.

On the other hand, in this case, the reorganization of the underlying asset side, listed companies and intermediaries can be described as a complete loss.

The nine good group of Zhejiang is self-evident; as a major saddle share, in order to sell "shell", it has not verified the financial information of Zhejiang nine good group and has disclosed false information; however, as a financial audit institution of the reorganizing party and a financial adviser to the merger and reorganization, the intermediary agency has not performed its diligent and conscientious duties.

The result of the "loss" of the whole line is that the investors who have intervened in high places are suffering heavy losses and the market integrity has suffered a setback again.

At present, there are more than 200 listed companies on each trading day, most of which are due to "planning important matters", which is what we call mergers and acquisitions.

However, are there so many listed companies in the A share market that need to plan for major issues? How many of them are "huff style", "follow the wind" and blind cross-border restructuring? And there are more and more problems exposed in the tide of mergers and acquisitions of listed companies.

Those whose performance commitments are not up to the standard, and those who fail to fulfil their commitments, have become the burden of reorganization of listed companies, and the use of reorganization and implementation of interest pmission.

Therefore, it is very necessary for regulatory authorities to strengthen supervision and management of mergers and acquisitions of listed companies.

The nine good group of Zhejiang wants to reorganize toxic assets into listed companies, and it also reflects the bad quality of many listed companies in mergers and acquisitions.

It is not just the listed companies and investors but the whole market that will not stop the unhealthy trend of restructuring.

Therefore, based on the tide of market restructuring and the harmfulness caused by the "flicker" restructuring, we must take practical measures to deal with it.

It is the reorganization of related assets into the listed companies, and the general

Similarly, the reorganization of related assets into listed companies is only a matter of the amount of assets that are different. However, there are differences in the standards of audit.

The author's suggestion is that the merger and reorganization standards of non backdoor listed companies of listed companies should also be equivalent to IPO, including asset appraisal, accounting examination, diligence and responsibility of financial advisors, as well as the examination and approval of the reorganization committee of the SFC, etc., and the intensity and depth of supervision should be strengthened.

Mergers and acquisitions have two ways of issuing shares and cash to purchase related assets. If cash is purchased, once the performance is not up to standard, there will be problems when the asset seller fulfil his promise.

The best way is to buy assets by issuing shares, and cash purchases should not exceed 10% of the consideration, so that the sellers of assets can be bundled together with the listed companies.

Moreover, the target asset holders must make performance commitments for three to five years.

If the target asset side reconstructs the "flicker style", it will reveal "fox tail" over time.

The issue of stock lock.

All issued for purchase of assets.

There must be a lock up period corresponding to the performance commitment period. The regulatory authorities may stipulate that if the performance commitment of the asset seller fails to meet the standards, or if its commitments are not fulfilled, the shares remain locked until the parties concerned have fulfilled their commitments.

This provision can prevent the sale of assets of some assets to "listed" companies with high valuation, but not fulfill their commitments while enjoying a high premium. It can also form a deterrent to the phenomenon of high premium mergers and acquisitions.

In addition, just as some successful listed companies can be audited by the issuing Committee, even if supervision is strengthened, the "flicker" restructuring can still happen.

Just imagine, if Zhejiang nine good group succeed by "shell", subsequent processing will be a big problem.

The author's idea is that for a similar "flicker" restructuring, on the one hand, the regulatory authorities should cancel the shares held by the nine good group in Zhejiang, and divest the assets of listed companies; on the other hand, the regulatory authorities should also start the accountability process, and the relevant parties and the responsible personnel must be severely punished.

For more information, please pay attention to the world clothing shoes and hats net report.