Every hot review | Baoxin Technology two folds folding the dispute pricing benchmark setting is urgent to replenish loopholes

On August 4, Baoxin Technology (SZ002514, the stock price was 14.74 yuan, and the market value of 8.166 billion yuan) disclosed the report of non -public issuance stock issuance. The report shows that the fixed increase price is 2.96 yuan, and Jiangsu Jie Deng, the controlling shareholder of Baoxin Technology, has won all the fixed -increase shares. Due to the large price difference between the fixed increase price and the current stock price of the company, it is equivalent to 20 % of the company's closing price of 13.79 yuan on the day, which has caused market controversy.

In recent years, Baoxin Technology's stock price has performed relatively low. On April 27 this year, it also set a year low of 3.24 yuan. But starting in May, with the help of HJT concept, Baoxin Technology's stock price has achieved "salted fish turning". From 3.24 yuan all the way to 18.49 yuan (the highest price on August 2), the maximum increase of more than 4.7 times, becoming a big bull stock that this year's Shanghai and Shenzhen stock markets.

On the day of Baoxin Technology's disclosure of the fixed increase report (August 4), the stock price was closed at 13.79 yuan, compared with the fixed increase price of 2.96 yuan, it means More than 3.6 times. This time, the company's controlling shareholder Jiangsu Jie Deng purchased 166 million shares. According to this calculation, the floating profit amount was nearly 1.8 billion yuan. Obviously, the controlling shareholder of the company is a very cost -effective "sale". After the completion of the shares, the floating profit is huge, which is also the focus of market doubts and criticism.

Baoxin Technology implements a fixed increase and does not rule out two considerations. First, since 2019, Baoxin's science and technology performance has begun to go downhill. In 2020 and 2021, non -net profit has suffered losses. The bad performance situation forced listed companies to find new ways to implement strategic transformation. The company focused its strategic focus on new energy industries such as photovoltaic and new energy vehicles, and the prospects were bright.

Second, for the consideration of control. Before the implementation of the fixed increase, Jiangsu Jie Deng held 5%of the shares, and his unanimous actors Chen Dong and Wang Min held 11.49%and 1.7%respectively. The limited shares held 15.16%. The gap between the two is not large. In particular, once Chen Dong and Wang Min have unanimous acting relationship with Wang Min, they cannot control the listed company at all. After the completion of the Dingguang, Jiangsu Jie Deng's holdings will rise to 26.9%, and Guangxun Co., Ltd. holds the shares to 11.67%, which will no longer form a "threat". Control.

The difference between the fixed increase price and the stock price of Baoxin Technology is actually related to the time of the announcement of the fixed increase plan. On January 27, 2021, Baoxin Technology held the first meeting of the fifth board of directors to review and approve a number of bills including the "Proposal on the Company's Non -Public Publishing Stock Plan" to determine the non -public offering of the shares of the non -public offerings. The benchmark date of the pricing is the announcement date of the issuer's board of directors, and finally determined that the issuing price is 2.96 yuan, and the issuance price is not lower than the price of the company's stock transactions at 20 trading days.

The non -public issuance price determined a year ago did not expect to cause controversy due to the large gap between the stock price and the issuance price one year later. In fact, this is also the result of vulnerability in the current non -public offering pricing mechanism.

According to the "Administrative Measures for the Issuance of Securities of Listed Companies", if listed companies are non -publicly issued shares, their issuance price is not lower than the price of 20 % of the company's shares of the company's shares. However, on the determination of the pricing benchmark date, there are many options for listed companies, including the announcement date of the board of directors, the announcement date of the decision of the shareholders' meeting, and the first day of the issue period. Baoxin Technology has determined that the benchmark date of non -public issuance pricing is the announcement date of the board of directors, and it is not illegal.

However, there are many options for the benchmark date of pricing, often problems with many aspects. On the one hand, if there is a large (positive) gap between the stock price and the fixed price increase, because the floating profit is large, it can easily cause market doubts, and objectively is not conducive to maintaining the fair principles of the market. On the other hand, if there is an inverted price and stock price, it will often lead to non -public issuance failure. Not only waste human and material resources, but also waste regulatory resources. Moreover, listed companies cannot obtain funds and are not conducive to the advancement of fundraising projects.

The author believes that the benchmark date of non -public issuance pricing is appropriate to be the first day of the issuance period. Because the fixed increase price is not lower than the price of 20 % of the company's average company's stock price before 20 trading days, such pricing will not only participate in the target of the fixed increase, but also the phenomenon of fixed -issue failure will also greatly decrease. It is not only conducive to maintaining the fairness of the market, but also conducive to the raising of funds to invest in the fundraising project.

Daily Economic News

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