The water testing project has been put on hold by overseas IPO of real estate for many times.

The injection of real estate assets by Ningbo United major shareholders was ruthlessly stopped by the regulatory authorities, and the dream of A-share financing recovery of housing enterprises will also be broken, followed by a long-lasting winter of regulatory policies.

In the context of macroeconomic countercyclical adjustment, the market's speculation about whether the financing of housing enterprises will be loosened seems to have an optimistic result recently.

A few days ago, the M&A of China Securities Regulatory Commission and the Review Committee on Restructuring of Listed Companies held the14th working meeting in 2020, and rejected the joint acquisition of all the shares of Hangzhou Shengyuan Real Estate Development Co., Ltd. (hereinafter referred to as Shengyuan Real Estate) by Ningbo.

This is the fourth veto case among the 23 projects attended by the M&A Committee this year, which has formed a certain symbolic significance in the market.

It is worth mentioning that some market participants have previously analyzed that the A-share market may relax the capital operation and financing actions of real estate enterprises, and some housing enterprises have updated their refinancing plans this year. However, the dream of housing enterprises' A-share financing recovery will also be shattered under the relentless call of the regulatory authorities for Ningbo United major shareholders to inject real estate assets, and the long-lasting winter of regulatory policies will follow.

In the context of macroeconomic countercyclical adjustment, the market's speculation about whether the financing of housing enterprises will be loosened seems to have an optimistic result recently. -Photo by Gan Jun

6 years of long-distance running was rejected.

On April 22nd, Ningbo's joint acquisition of Shengyuan Real Estate was sentenced to "death" at the meeting of the reorganization committee of the CSRC.

According to the acquisition plan, Ningbo United plans to issue and pay 269 million shares to acquire the assets held by the major shareholder Rong Sheng Holdings and the related party Sanyuan Holdings.

Among them, the shareholding ratios of Rong Sheng Holdings and Sanyuan Holdings are 60.82% and 39. 18% respectively.

What few people notice is that the acquisition of Ningbo United is a long-distance running for six years.

As early as the beginning of 20 14, Ningbo United started the acquisition plan of Shengyuan Real Estate with Huaxi Securities as its financial consultant. At that time, the acquisition targets were 50% shares of Shengyuan Real Estate and 50% shares of Haibin Real Estate.

However, after adjustment, its acquisition targets were changed to 60% shares of Shengyuan Real Estate and 565,438+0% shares of Haibin Real Estate, but the acquisition still fell through.

Until 2065438+April 2008, Ningbo jointly restarted the acquisition plan, and the target of the proposed acquisition also became Shengyuan Real Estate, which is now rejected.

However, after a long period of adjustment, demonstration and regulatory communication, this plan was still rejected two years later.

Originally, according to the acquisition plan, after the acquisition is completed, the joint shareholding ratio of Rong Sheng Holdings and Sanyuan Holdings in Ningbo will become 43.80% and 65,438+08.16%. Since this acquisition did not trigger the change of actual controller of Ningbo United, this transaction does not constitute a backdoor listing.

For this veto, the reason given by the CSRC is that "the failure to fully explain and disclose this transaction is conducive to improving the asset quality, financial status and sustainable profitability of listed companies".

However, in the eyes of the industry, the real reason why the Ningbo joint acquisition case was rejected is still that the target is a real estate enterprise.

As the name implies, Shengyuan Real Estate is indeed a real estate enterprise.

According to the disclosure, Shengyuan Real Estate and its holding and shareholding companies have several projects under construction, such as "Huxiang No.1" Phase III, "Kaiyuan Plaza Phase IV" and "Yinhe Wang Fu". At the same time, it has reserve projects such as Oriental Lanting and Huxiang No.1, and a large number of houses for sale such as Lanjue International, Huxiang No.1, Huxiang No.1, Shengyuan Huigu, Huarui Lu Qing and Oriental Coast.

According to the evaluation calculation at the end of 20 17, its book value is about 428 million yuan, while the evaluation value is1802 million yuan.

"The main reason is that the acquisition target is a real estate company as a restricted industry, and the operation, additional issuance and acquisition of A shares by real estate companies in the initial public offering have been strictly restricted." An investment banker close to Ningbo United said frankly, "In fact, this project has also attracted more attention from the market. Other similar projects also regard it as a weather vane, that is, to observe whether we can meet and make a decision internally."

Loose financing "broken dream"

The reason why Ningbo United has attracted much attention stems from the market's speculation about whether real estate financing is loose.

In fact, under the influence of real estate control policies that have lasted for several years, many real estate enterprises queuing for A-share listing have to face the interruption of IPO progress.

However, with the implementation of the 20 18 deleveraging policy, speculation about whether the A-share financing of housing enterprises is expected to be loose is constantly emerging.

"Because of the impact of deleveraging, Sino-US trade frictions and epidemics, macroeconomic pressure has become greater, and some market participants have speculated whether there is a possibility of further easing of real estate financing." A real estate researcher at a brokerage in Shanghai said, "If the relevant signals can be loosened, it will bring benefits to some housing enterprises with greater financial pressure."

In fact, some housing enterprises have updated their refinancing plans, which has also intensified this speculation in the market.

For example, on March 12 this year, Greenland Holdings released the fourth revised private refinancing plan, and the funds to be raised reached 1 10 billion yuan, and the starting point of this plan can be traced back to four years ago.

265438+20th Century Business Herald reporters found that Greenland Holdings first issued a refinancing plan on 20 15 12, and planned to raise 3,065438+50 million yuan, and successively on 2016, 20/kloc-0.

"At that time, the revised version of the refinancing announcement of Greenland Holdings came out. Many people think that there are signs of loosening in real estate refinancing, and everyone is discussing whether it is an industry or an intermediary. " Central enterprises are financing business personnel of real estate companies. "Due to the high-pressure regulation of policies in recent years, the cash flow of real estate companies is really difficult."

In its view, if the refinancing policy is not loosened, the refinancing plan revised by Greenland Holdings in March will also become meaningless.

"At that time, both investment banks and real estate companies hoped that the policy could be loosened, otherwise a big company like Greenland would not do nothing." The above financing business person said.

However, in the eyes of many investment bankers, the rejection of Ningbo United's acquisition means that the prospects of many planned housing financing projects are not optimistic.

"Ningbo United's share-based payment does not involve matching fundraising, which means that it has been rejected before refinancing, let alone refinancing." An investment banker who pays attention to Ningbo's joint acquisition pointed out, "At present, the only possible operation modes of real estate projects are cash acquisition and shareholder gift, but cash acquisition has great obstacles to related parties and is easy to cause doubts, while shareholder gift is meaningless."

"The case of Ningbo United has a certain precedent effect, which at least shows that the CSRC will not loosen the financing of housing enterprises in any way for a long time to come." An investment banker close to the regulatory level said.

Shelved housing financing

The rejection of Ningbo United is not an isolated case.

As early as April of 13, the housing enterprise Huijin Group Co., Ltd. (hereinafter referred to as Hui Jin Group), which was in the process of IPO queuing, officially withdrew its initial application and terminated its review.

The failure of Ningbo United and Hui Jin Group in Maicheng may also make many housing enterprises waiting for IPO outside the audit committee feel chilly.

According to Wind statistics, as of April 27th, there are three A-share companies still in the IPO queue, namely Tefu, R&F Property and Wanda Commercial.

Among them, the latest status of Tefu and R&F properties is feedback, and Wanda Commercial has suspended the review.

Judging from the time, most of the latest announcements of the above companies stopped before 20 19 and earlier. For example, the latest announcement of R&F Real Estate was at the end of 20 17.

According to investment bankers, under the real estate control policy, the above-mentioned IPO problem waiting in line for you is still pending.

"In fact, the policy restrictions on real estate at the beginning were mainly residential real estate development, and there were no clear requirements for business and property. However, under the requirement of not speculating and not staying, some commercial, property and residential projects are linked to real estate companies, which also makes it difficult to go public and IPO. " An investment banker close to the regulatory level said.

In fact, there are not a few housing enterprises like Hui Jin Group that choose to give up voluntarily.

Statistics show that seven real estate enterprises, including Country Garden, Hui Jin Group and Capital Real Estate, announced the termination of the review, and the curve listing of H shares became the choice of some real estate enterprises. For example, Hui Jin Group is considering switching to Hong Kong stock IPO, and it is reported that it is expected to be listed in Hong Kong stock as soon as this year.

In fact, H shares are indeed a hot spot for many mainland real estate enterprises to list, such as Sunac, China Shipping, China Resources Land, R&F, Sun Hung Kai, Greentown and other well-known real estate enterprises, all of which are listed in Hong Kong.

However, it is worth mentioning that many real estate companies are still facing the fate of defeat after listing in Hong Kong recently. For example, on April 17 this year, the prospectus of the housing enterprise Sanyun Group was invalidated, and on April 22, the prospectus of Dragonair Real Estate was also invalidated.

Whether curve listing financing can be realized through the Hong Kong stock market has also become a trend that some housing enterprises pay more attention to.

"First of all, overseas listing needs to be reviewed by the International Department, and it can only be listed overseas after it is approved. In addition, the issuer also needs to meet the relevant institutional requirements of overseas exchanges, and the successful issuance can only be achieved after the roadshow. " The above central enterprises are all real estate financiers. "But considering the current policy tendency and the liquidity problems faced by housing enterprises, listing financing is still not an easy task."