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CSRC issued a document to shorten the time interval of refinancing, restore the function of fund-raising and debt repayment

Fang submitted 2019-11-21 15:42:38

As early as November last year, the CSRC issued a document to shorten the time interval of refinancing, restore the function of fund-raising and debt repayment, and release a positive signal of the deregulation of the refinancing policy to the market. Recently, China Securities Regulatory Commission has stepped out again to relax the refinancing conditions of listed companies and "unlocked" them in terms of pricing, lock-in period, issuing object and implementation period. In addition to the business increment brought by the landing of this year's STAR Market, the investment banks of securities companies may really be about to bloom in spring.

1.13 trillion of refinancing in the year

According to the statistics of issuance date, wind data shows that since this year, 361 listed companies have successfully implemented refinancing (including additional issuance, allotment of shares, preferred shares, convertible bonds and exchangeable bonds), raising a total amount of about 1.13 trillion yuan, which has exceeded the level of last year.

From 2016 to 2018, due to the superposition of market and new refinancing regulations in 2017, the scale of A-share refinancing has declined in a step-by-step manner, with RMB 1.96 trillion, RMB 1.49 trillion and RMB 1.07 trillion respectively. This means that after three years of depression, the refinancing market is gradually getting warmer.

Meanwhile, the number of listed companies participating in refinancing this year is only 361, down from 404 last year. According to this figure, the average fundraising amount of a single enterprise's refinancing project this year is about 3.129 billion yuan, an increase of 17.82% compared with 2.656 billion yuan last year.

Convertible bonds and preferred stocks attract funds strongly

Further analysis shows that convertible bonds and preferred shares have become the two major contributors to the counter attack of refinancing scale this year, and the amount of capital raised by additional issuance and share allotment has decreased a lot compared with last year, especially the amount of capital raised by additional issuance this year is only 564.514 billion yuan, only one third of the peak period in 2016.

Up to now, the fundraising scale of A-share convertible bonds has reached 222.768 billion yuan this year, which has doubled compared with 107.11 billion yuan in 2018. Among them, Shanghai Pudong Development Bank, China CITIC Bank, Ping An Bank and Bank of Jiangsu all issued 10 billion level convertible bonds this year, raising 50 billion yuan, 40 billion yuan, 26 billion yuan and 20 billion yuan respectively, totaling 136 billion yuan.

This year's surge in convertible bond fundraising is mainly due to the emergence of several large-scale bank convertible bonds, and it is unclear whether this growth trend can be continued next year. According to the fixed income research team of a securities company, the most important thing now is to solve the problem of barrier lake in the issuance of convertible bonds. At present, there are nearly 500 billion yuan of convertible bond plans that have been disclosed and have not yet been issued. It is not easy to complete half or even 40% of them next year.

Also benefiting from the bank's massive refinancing are preferred shares. According to the data, this year's five enterprises raised 255 billion yuan in the issuance of preferred shares, an increase of nearly 90% compared with 135 billion yuan raised by seven enterprises last year. It is worth noting that the five enterprises participating in the issuance of preferred shares this year are all listed banks, among which bank of China and ICBC have issued 100 billion yuan and 70 billion yuan of preferred shares respectively, and the minimum Minsheng Bank has also issued 20 billion yuan of preferred shares.

Due to the high requirements on issuers, banks usually choose to supplement tier one capital through preferred shares, while relatively high issuance requirements and financing costs will also limit the development of preferred shares in general enterprises. However, in September this year, the CSRC relaxed the conditions for non-listed banks to issue preferred shares, and expected more bank preferred shares to be issued next.

Refinancing loose material activation and private placement

On November 8, the CSRC asked for public opinions on the revision of the refinancing policy. The main contents include: relaxing the issuance conditions, such as canceling the conditions for the GEM shares of increasing profits for two consecutive years; optimizing the private placement system, such as revising the pricing benchmark date, pricing rules and provisions for reducing holdings; extending the validity period of the refinancing approval document from 6 months to 12 months.

In February 2017, the tightening of the rules related to refinancing and reduction led to the rapid contraction of the private placement scale. According to wind statistics, this year's IPO amount of A-share is only 564.514 billion yuan, which has declined for four consecutive years, only one third of the peak in 2016. Analysts believe that compared with the new refinancing regulations in 2017, this amendment shortens the private placement lock period and the reduction holding period, relaxes the pricing benchmark date and pricing discount, and gives the issuing object more arbitrage space, which is conducive to improving the enthusiasm of investors.

A deputy general manager of an investment bank of a securities firm in Shanghai told a Securities China reporter that the new refinancing regulations in 2017 not only hit the one-year private placement with greater risk at that time, but also deterred the external long-term investors from the private placement of three-year and five-year periods due to the longer lock-in period and the cancellation of lock price issuance. Many people are looking forward to the loosening of the private placement policy.

Thanks to the alternative relationship with private placement financing, convertible bond financing has expanded rapidly since 2017. The macro fixed income team of a securities firm believes that the revision of the refinancing rules is good for private placement. If relevant measures are implemented, convertible bonds may be squeezed to some extent. However, in the medium term, convertible bonds still have certain advantages for issuers, and investors' demand for the allocation of convertible bonds has gradually expanded, or to some extent, to mitigate the impact of policies on the supply of convertible bonds. Another securities firm research team also said that in terms of total amount, there is a ceiling on the amount of refinancing that can be completed by convertible bonds. If we want to improve the proportion of direct financing and the ability of capital market to serve the real economy, we cannot do without the recovery of private placement.

Open up the imagination space of securities companies' performance

The easing of the policy is like the clarion call of the refinancing project coming soon. There is no doubt that the securities companies will be the first beneficiaries of the revision of the refinancing policy. According to the non-bank team of a securities firm, as of November 10, the total underwriting scale of refinancing reached 1124.5 billion yuan, a year-on-year increase of 10%. According to the rough calculation of 0.25% of the industry average handling fee, it contributed about 3 billion yuan of income to the investment bank, accounting for about 8% of the total investment bank business income. The proportion of contribution to refinancing will further increase next year. At the same time, shortening the lock-in period and increasing the discount rate will increase the market activity, which will benefit the stock market and the brokerage and proprietary business of securities companies.

"It is expected that after the implementation of the policy, the problems of long participation cycle and small arbitrage space of refinancing will be alleviated, which will help improve the enthusiasm of investors to participate in refinancing." According to the calculation of a securities firm non-bank team, if the amount of A-share refinancing underwriting is restored to the level before the release of 2017 version of refinancing rules and reduction rules, then the revenue of securities industry's refinancing underwriting and recommendation business in the first three quarters can reach 15.144 billion yuan, with an incremental revenue of 5.752 billion yuan, equivalent to 2.20% of securities industry's operating revenue in the same period.

According to wind data, four securities firms, CITIC Securities, CICC, Huatai United and Guotai Junan, have raised 100 billion yuan level of refinancing business this year. Three securities firms, CITIC Construction and Investment Securities, Citigroup Orient and Bank of China International, have also raised more than 50 billion yuan. They have a high market share and may benefit the most from the revision of the refinancing policy.


早在去年11月,证监会就曾发文缩短再融资时间间隔,并恢复募资补流、还债功能,向市场释放了再融资政策松绑的积极信号。近日,证监会又重磅出击,放宽上市公司再融资条件,从定价、锁定期、发行对象、实施期限等多方面进行了“解锁”。叠加今年科创板落地带来的业务增量,券商投行或许真的即将春暖花开。

年内再融资募资1.13万亿

按发行日口径统计,Wind数据显示,今年以来已有361家上市公司成功实施了再融资(含增发、配股、优先股、可转债、可交换债),募集金额合计约1.13万亿元,这一数字已超过去年全年水平。

2016年至2018年间,受市场及2017年再融资新规等因素的叠加影响,A股再融资规模阶梯式下降,分别为1.96万亿元、1.49万亿元和1.07万亿元。这意味着,在消沉3年之后,再融资市场正逐步迎来回暖气象。

同时,今年参与再融资的上市公司家数仅为361家,相比于去年的404家不增反降。按照这一数字计算,今年单家企业再融资项目的平均募资金额约为31.29亿元,相比去年的26.56亿元,增幅达17.82%

可转债、优先股强势吸金

进一步分析来看,可转债和优先股成为今年再融资规模逆袭的两大功臣,增发和配股的募资金额则相比去年下降不少,尤其今年增发募资金额仅为5645.14亿元,仅相当于2016年高峰期时期的三分之一。

截至目前,今年A股可转债募资规模已达2227.68亿元,相比于2018年全年的1071.10亿元已经翻倍。其中,浦发银行、中信银行、平安银行和江苏银行今年均发行了百亿级可转债,募资规模分别为500亿元、400亿元、260亿元和200亿元,合计达1360亿元。

今年可转债募资规模的暴涨,主要是因为出现了几笔发行规模较大的银行转债,明年能否延续这一增长趋势仍未可知。中金固定收益研究团队认为,现在最主要的还是解决可转债发行堰塞湖问题,目前已经披露、尚未发行的可转债预案还有接近5000亿元,明年能发完其中一半甚至四成都不容易。

同样受益于银行巨额再融资的还有优先股。数据显示,今年5家企业发行优先股共募资2550亿元,相比去年7家企业募资1349.76亿元,增长近九成。值得注意的是,今年参与优先股发行的5家企业均为上市银行,其中中国银行和工商银行分别发行了1000亿元和700亿元的优先股,最少的民生银行也发行了200亿元的优先股。

由于对发行人要求较高,通常银行会选择通过优先股补充一级资本,而相对较高的发行要求和融资成本,也会限制一般企业发型优先股。不过今年9月,证监会放松了非上市银行发行优先股的条件,预计接下来将会迎来更多银行优先股的发行。

再融资松绑料激活定增

118日,证监会就修订再融资政策公开征求意见。主要内容包括:放松发行条件,如取消创业板定增连续2年盈利的条件等;优化定增制度,如修订定价基准日、定价规则以及减持规定;将再融资批文有效期从6个月延长至12个月。

20172月,再融资和减持相关规则的收紧,导致定增规模快速萎缩。Wind统计显示,今年A股增发募资金额仅为5645.14亿元,已连续4年下降,甚至仅有2016年高峰期的三分之一。分析人士对此认为,相较于2017年再融资新规,本次修改缩短定增锁定期和减持期,放宽定价基准日和定价折扣,给予了发行对象更大的套利空间,有利于提升投资者积极性。

上海一位券商投行副总告诉券商中国记者,2017年再融资新规不仅打击了当时风险较大的一年期定增,更因较长的锁定期及取消锁价发行,使得外部长期投资者对三年期、五年期定增望而却步。不少人都在期盼定增政策松绑。

得益于和定增融资的替代关系,转债融资2017年以来迅速扩张。长江证券宏观固收团队对此认为,本次再融资规则修订利好定增,若相关举措落地,可能一定程度挤压可转债。但中期来看,转债对于发行人仍有一定优势,且投资者对转债配置需求亦逐步扩大,或在一定程度上缓解政策对转债供给的冲击。中金固收研究团队同样表示,总量而言,转债能完成的再融资金额有上限。想提高直接融资比例、提升资本市场服务实体经济的能力,同样离不开定增复苏。

打开券商业绩想象空间

政策的宽松,仿佛再融资项目即将汹涌而至的号角,券商毫无疑义的将会成为再融资政策修订的首批受益者。光大证券非银团队表示,截止1110日,再融资总承销规模达11245亿元,同比增长10%,按照行业平均手续费0.25%粗略测算,为该投行贡献收入约30亿元,约占总投行业务收入之比8%。明年再融资贡献占比进一步提升。与此同时,锁定期缩短及折价幅度提升将增加市场活跃度,利好股市,券商经纪和自营业务也将受益于此。

“预计政策落地后,再融资参与周期长、套利空间小的问题可得到缓解,利于提高投资者参与再融资的积极性。”


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