The logic of listed companies with placards: present situation, direction and influence


Since 2015, about 127 A-share companies have suffered from "placarding", and the number of placards has reached 253 times. The frequent placarding of insurance funds and large industrial capital has become a hot topic in the market. Why have listed companies been frequently placarded since 2015? What is the purpose of the placard? What is the impact of placards on stock prices? This paper sorts out the definition, rules, characteristics, reasons, modes and stock price performance of this round of placards.
First, what is placard: definition and rules
(1) Definition
According to the Securities Law, when an investor holds 5% of the issued shares of a listed company, he should make a written report to the the State Council securities regulatory body and the stock exchange within 3 days from the date of this fact, notify the listed company and make an announcement, and fulfill his obligations as stipulated by relevant laws.
Investors holding shares in listed companies can buy them through the secondary market or through agreements. The placard we usually discuss means that investors buy 5% shares of listed companies through the secondary market. According to the provisions of the Measures for the Administration of Takeovers of Listed Companies, when an investor owns 5% of the shares of the listed company, every 5% increase in the shares shall also be disclosed. Therefore, a listed company can be repeatedly placarded by different investors or by the same investor.
(2) Rules
The Measures for the Administration of the Acquisition of Listed Companies are the main laws and regulations that listed companies need to follow. The main points of the Measures are as follows:
(1) Buyers include investors and others acting in concert with them.
(2) When the shares owned by investors and their concerted parties account for 5% of the issued shares of a listed company through securities trading or agreement transfer at the stock exchange, they shall prepare a report on the change of equity within 3 days, submit a written report to the China Securities Regulatory Commission and the stock exchange, notify the listed company and make an announcement; During the above period, the shares of the listed company shall not be traded again.
(3) After the shares of the aforementioned investors and their concerted actions have reached 5% of the issued shares of a listed company, if the proportion of the shares owned by them has increased or decreased by 5%, a report and announcement shall be made in accordance with the provisions of the preceding paragraph. During the reporting period and within 2 days after making the report and announcement, the shares of the listed company shall not be traded again.
(4) When the acquirer holds 30% of the shares of a listed company and continues to increase its holdings, it shall make an offer in full or in part.
(5) Trading information and equity change information need to be disclosed for placarding, and the information to be disclosed is different for different shareholding ratios, as shown in Table 1 and Table 2:



Second, placard: What is the current situation?
(1) Quantity: It has increased substantially, with the peak in the second half of 2015.
According to the data of straight flush, from 2014 to November 11, 2016, A-share listed companies were listed for 256 times, including only 3 times in 2014 and 253 times since 2015, with a total of 127 listed companies listed.
This wave of placards began in 2015 and reached its peak in the second half of 2015. In the second half of 2015, the number of listed companies being placarded reached 130 times. It fell back in 2016, but it is still at a relatively high level compared with before 2015.

(II) Subject: Insurance, private placement and industrial capital are the main participants.
From the main body of placard, it presents diversified characteristics, mainly including insurance, private placement, industrial capital, state-owned capital and individual placard, in addition to trust and joint placard of several different entities.
Although insurance is the most noticeable subject, according to the data from 2015 to the present, it is not the most important subject for placards. According to the data from the second half of 2015 to November 2016, private equity funds and investment companies are the institutions that have the most placards. Considering that many investment companies are controlled by industrial capital, they are only investment and financing platforms for industrial capital. For example, Evergrande used its investment companies to placard Vanke and Meiyan Jixiang. Therefore, it can be considered that insurance, private equity funds and industrial capital are the main participants in this round of "placard tide".

Third, who is being placarded: investment target
By analyzing the market value, shareholder structure, industry distribution, financial status, dividend yield, stock type and other factors of listed companies, we find that the majority shareholder structure of listed companies is scattered, and there are many small and medium-sized market values. In terms of industry distribution and stock type, we can also see some investors’ preference for placarding.
(1) Shareholder structure: Most shares are dispersed.
Since 2015 is the beginning year of the placard tide, the shareholder structure of the company will change after the placard. In order to analyze the shareholders’ structure of the placard company in early 2015, which is not affected by the changes in equity during the placard process, we uniformly select the shareholders’ structure of the placard company for analysis.
According to wind data, the shareholder structures of 127 listed companies are mostly scattered. From the shareholding ratio of the largest shareholder, 70% of the largest shareholder holds less than 30% and 41% holds less than 20%. Judging from the shareholding ratio of the top ten shareholders, the shareholding ratio of the top ten shareholders close to 70% is below 50%.
Most shares are not concentrated in the hands of major shareholders, which makes it convenient for capital to buy placards through the secondary market, and it is one of the necessary conditions for some capital to hold and acquire listed companies through placards in the secondary market.

(2) Market value: Small and medium-sized stocks are more popular.
In terms of market value, most of the listed stocks belong to small and medium-sized stocks, not blue chips. About 86% of the listed companies have a market value of less than 20 billion yuan, that is, the initial listing cost of investors at the current price is at most 1 billion yuan, and the tender offer cost is about 6 billion yuan.
Investors hold placards, mostly to share the profits of listed companies or gain control of listed companies. Compared with some large-cap stocks and blue-chip stocks, small and medium-sized stocks need less capital for investors, and big capital and small companies are more dominant in the game process. Therefore, among the placards, small and medium-sized stocks are more favored by capital.

(C) Sub-industry real estate is the first, and the consumption of the whole industry chain is well received.
The sub-sectors where the listed companies are located are scattered, with real estate ranking first and other industries accounting for 10% or less. Among the 127 listed companies that were listed from 2015 to early November 2016, 19 were mainly engaged in real estate, accounting for 15%, followed by equipment manufacturing and retail trade. Chemical raw materials, electronic communication equipment, and power grid industries are also in the forefront, and there is not much difference between them.
From the perspective of the whole industrial chain, large consumer industries are more popular. From the perspective of industrial chain, listed companies with placards are mainly concentrated in real estate and its upstream and downstream industries (building materials and construction, steel, coal), retail consumption and its upstream and downstream industries (clothing, textiles, food, chemical raw materials, agriculture), traditional non-essential consumption (catering, tourism, banking, medical care), TMT (electronic equipment, information and communication, cultural media, software Internet) and medical care. According to this classification, the industrial chain of large consumption accounts for the highest proportion, followed by real estate and its upstream and downstream, and TMT and equipment manufacturing are tied for third place.

(D) Financial situation: uneven
Thinking set, such as "putting up a placard represents a long-term optimistic view of this listed company", makes people mistakenly think that most of the listed companies are well-run and have high return on capital. But in fact, this is not the case.
It is not only such listed companies with good performance that are favored by capital. From the company’s financial situation, according to the data of the 2015 annual report, about 48% listed companies have a ROE above 5%, and 20% companies have a negative ROE in 2015, that is, they lost money in 2015. According to the latest quarterly data of these companies in 2015 and 2016, about 50% of the company’s profits increased negatively in 2015, and only 30% of the company’s profits have increased for two consecutive years.
The differentiation of investment targets mainly stems from the different investment purposes of capital. Not all capital is optimistic about the company’s prospects and makes long-term investments. Some companies with poor capital placards are more likely to achieve other purposes.

(E) dividend yield: generally speaking, it is not high, and insurance funds have a preference for dividend yield.
Judging from the dividend yield of listed companies, the dividend yield is not high as a whole, nearly half of the companies do not pay dividends, and 80% of the companies have dividend yields below 1%.
Insurance companies have a preference for dividend yield. Most of the 34 listed companies listed by insurance companies (see Table 10 for details) pay dividends. Among them, 14 companies have a dividend yield of over 1%, and 8 companies (accounting for 24%) have a dividend yield of over 2%. Visible, insurance funds as a long-term funds, most of the company’s dividend yield requirements.

(VI) Stock types: There are relatively many growth stocks.
Growth stocks, value stocks and cyclical stocks are the main types of A-share investment in 2015-2016. In this paper, cyclical stocks are defined in a narrow sense, including metal, non-metal, mining and building materials industries (classified by wind). In this paper, the definition of growth stocks and value stocks has been relaxed. Due to the high overall P/E ratio of A shares, according to the actual situation in China, the dividing line of P/E ratio is set at 30, and the P/E ratio is greater than 30, and the overall profit has increased in recent two years (in principle, continuous growth should be required). PE less than 30, PB less than 5 (principle 3) and PEG less than 3 (principle 1) are value stocks. According to the above definition, the stock types of listed companies are judged.
There are more growth stocks in listed companies that are listed, followed by value stocks. On the one hand, it is due to the large profit margin of growth stocks in the future, on the other hand, it is also related to the fact that growth stocks are mostly small and medium-sized and growth enterprise market, and the market value level is not high compared with value stocks.
The different types of stocks also determine the different subjects and purposes of placards. On the subject, value stocks are less risky overall and more favored by insurance funds. Among the value stocks with PE less than 10, except Bank of Beijing and Youngor, all others are placards for insurance companies; The placard subjects of growth stocks are more diverse. In terms of purpose, the stock price elasticity of growth stocks is high. If the placard is only a financial investor and signs a growth stock with only profit and concept support, the capital gains that can be obtained after changing hands will be considerable, and it is not necessary to be a major shareholder; However, value stocks are different, with low PE and low stock price elasticity. Most of the listed value stocks pay dividends and accrue earnings.

Fourth, why placard: the rise of logic
(1) Timing: The stock price fell in the second half of 2015.
It can be seen that the number of placards increased significantly in the second half of 2015, mainly due to the overall sharp decline of A shares due to the deleveraging of the stock market from June to August 2015. Not only did the prices of GEM and small and medium-sized stocks with higher valuations fall, but many large-cap stocks and blue-chip stocks also fell sharply under the guidance of market sentiment. At the same time, the regulatory authorities also issued a series of policies to stabilize the stock price, and at that time formulated specific goals and measures. In this context, it can be said that it is a good opportunity to brand high-quality listed companies.
Different from the increasing diversification of listed companies in 2016, there are many large companies with good performance in the second half of 2015, and the industries are more concentrated in real estate, finance, consumption, information technology, equipment manufacturing and other industries, such as Vanke A, Industrial Bank, Tongrentang, Financial Street, Shanghai Pudong Development Bank, Xinhua Department Store, Nanning Department Store, Jinfeng Technology, CYTS and so on. About 60% of companies have a ROE of more than 5%, which is better than the average level from 2015 to 2016.

(2) Market value: Small and medium-sized stocks are more popular.
For insurance funds, "asset shortage" is the main problem of investment since the second half of 2015. It is difficult to have investment products with low risk that can cover about 4.5% of the liability cost of universal insurance. However, high-quality listed companies with low P/E ratio but high return on capital can solve this problem. If they hold more than 20% shares in a listed company, they can accrue the listed company’s surplus and enter it into the table according to the equity method, thus avoiding the impact of stock price fluctuation in the cost method on profits.
For industrial capital, in addition to strategic acquisition, some listed companies with scattered equity, small market value and poor profitability may have other purposes. Under the background of low return on domestic assets and strict supervision of real estate financing by the government, large industrial capital began to invest overseas, requiring a lot of funds and broadening financing channels; Small capital itself is facing the problem that financing is difficult and expensive. If you can use self-operated funds to become a major shareholder of a small listed company, and then reorganize the board of directors to gain control of the company, it will become your own investment and financing platform, which is another reason why industrial capital frequently placards.
(3) Policy: The policy was relaxed in the second half of 2015.
In the second half of 2015, in order to stabilize the stock price, the regulatory authorities once relaxed the policy of holding shares with insurance funds. In order to encourage insurance funds to invest in blue-chip stocks, the CIRC issued the Notice of China Insurance Regulatory Commission on Relevant Matters Concerning Improving the Supervision Ratio of Insurance Funds to Invest in Blue-chip Stocks. The Notice stipulates that insurance companies that meet the requirements of solvency adequacy ratio of not less than 120% and investment blue-chip balance of not less than 60% of the stock balance will be adjusted from 5% to 10% of the total assets at the end of last quarter after being filed by the CIRC. If the balance of investment equity assets accounts for 30% of the total assets at the end of last quarter, you can further increase your holdings of blue-chip stocks. After the increase, the balance of equity assets is not higher than 40% of the total assets at the end of last quarter. Therefore, in terms of the number of times, the proportion of insurance placards in the second half of 2015 was significantly higher than the average ratio in the past two years, and the investment targets of insurance placards were all listed companies with good operating conditions, with high dividend yield, and none of them had a negative ROE in 2015.

However, in 2016, the policy was tightened again, and the number of placard cases also declined. The China Insurance Regulatory Commission issued the Notice on Strengthening Prudent Supervision of Asset Allocation of Insurance Companies, requiring insurance companies that meet certain conditions to submit stress test reports, which require analysis of the impact of various situations such as the decline in equity investment on the solvency of insurance companies. At the same time, the CSRC also issued the Notice on Matters Related to the Listing Financing of Financial Enterprises, which prohibits companies from directly or indirectly investing in the secondary market through the financing of the New Third Board, and requires that the raised funds shall not be used to invest in the stocks of listed companies in the secondary market of the Shanghai and Shenzhen Stock Exchanges and related private equity securities funds, except for the stocks passively held by the investors.

Fifth, how to placard: mode
(a) the main placard: whether there are people acting in concert.
Judging from the main body of placard, it can be divided into single main body and multiple main bodies to jointly placard. The joint placard of multiple entities can be divided into multiple concerted parties controlled by the same controller, and multiple related parties that have reached an agreement of concerted parties or entrusted purchase agreements. Generally speaking, a single subject and concerted parties controlled by the same subject account for the majority.
Single subject: Xinhualian brand Bank of Beijing; Qingdao City voted for the brand to rise steadily.
A number of concerted parties controlled by the same controller: Qi Shenghua and Qianhai Life Insurance brand Vanke; Guangzhou Libo Investment, Zibo Investment, Yuelang Investment, Kaixuan Investment, Wide Area Investment, Xinsheng Investment, Zhongqin Investment and many other investment companies of Evergrande Holdings put up Vanke; Sunshine Life Insurance and Sunshine Property Insurance brand Yili; PICC P&C Insurance and PICC Life Insurance brand Industrial Bank.
A number of concerted parties who reached an agreement on concerted parties: Zhang Yizhuo and Winbond Life and Health Co., Ltd. advertised Lijiang Tourism; Fourteen people, including Qian Xiangying, Yue Zhibin, Ji Xiang, Zhang Shouqing and Wang Wenwei, placarded Garden City Gold.
The concerted parties who reached the entrusted purchase agreement: Zhu Jiman advertised Shandong Yaobo, and Zhu Jiman entrusted Lu Fenli and other eight people to use their accounts opened in Zhongrong International Trust to advertise Shandong Yaobo. The funds needed for the transaction were provided by Zhu Jiman.
(2) Sources of funds: self-owned funds or leveraged funds.
From the source of funds, there are two types of placards: using self-use funds and using leveraged funds. There are not many investors who use multi-layer leveraged funds to placard.
Investors can placard listed companies through their own funds, or leverage through equity pledge and commercial loans. It is worth noting that insurance companies use premium income to raise cards, which belongs to leveraged funds, because premiums belong to insurance companies’ liabilities, and debt reinvestment itself is leveraged investment. In addition, products such as dividend insurance and universal insurance give customers a certain expected dividend or expected rate of return, which is equivalent to borrowing customers’ funds to invest in the secondary market. It is precisely because of this that after Evergrande’s insurance platform, Evergrande Life Insurance, cleared all the 4.95% equity of Meiyan Jixiang bought in September to obtain the short-term price difference at the end of October, the CIRC explicitly did not support insurance funds for secondary market speculation.
Judging from the placard events that have announced the sources of funds, the sources of funds are mostly self-owned funds and premium income. Only investors who hold more than 20% of the shares need to announce the source of funds. Judging from the placard events that have announced the source of funds at present, apart from premium income, there are only three placard events in which leveraged funds are used: Ju Shenghua placards Vanke, Jingji Group placards Candal, and Li Qin placards Chengdu Luqiao. Most industrial capital and insurance funds still only use their own funds and premium income, and some insurance companies even use their own funds and responsibility reserves to placard listed companies.


(3) Brand-raising method: buying in large quantities in one day or buying for many times in total.
Only when the shareholding ratio exceeds 5% does it need to be announced, but it does not stipulate how long it will take to reach 5%. From the perspective of time span, we can find that some companies buy 5% shares of a listed company in a huge amount in one day, some companies buy them in two or three days, and some companies slowly increase their positions and buy 5% in a few months. On the whole, a few people buy in huge quantities every day.
One-day buying: Jingji Group bought 5% of Candal’s placards on January 27th, February 3rd and February 17th, 2016 after holding 9.78% shares in Candal. On November 10th, 2016, Guangzhou Zhongqin Investment Co., Ltd. (one of the investment companies in Xu Jiayin) bought 5% shares of Meiyan Jixiang.
Buying for many times: Qianhai Life Insurance listed Vanke A for the first time, and the trading time was from January 5, 2015 to July 10, 2015, with a cumulative shareholding of 5% in many transactions; Fude Life Life has repeatedly advertised Shanghai Pudong Development Bank, all of which have accumulated 5% for many times. According to the third quarterly report of Shanghai Pudong Development Bank in 2016, Fude Life Life currently holds 20% of the shares of Shanghai Pudong Development Bank.
(D) Purpose: Not all of them are long-term investments.
From the perspective of listed companies, there are great differences in terms of industry distribution, company performance and market value. This is mainly due to the different purposes of the capital parties.
The purpose of the placard mainly consists of the following three types:
The first is to compete for the largest shareholder and realize the control of the company. The purpose of control is to meet the needs of enterprise development, and the other purpose is to go public by backdoor. For example, Jingji Group tried to buy Candal through many placards, or its purpose was to obtain many high-quality land resources owned by Candal, which is mainly engaged in agriculture, and to list on the backdoor. For example, Evergrande advertised Langfang development for four times, or took a fancy to Langfang’s geographical advantages and its land reserves; As well as the recent brand name of Evergrande, Meiyan Jixiang became the largest shareholder of Meiyan Jixiang, which was interpreted by the market as or preparing for Evergrande’s backdoor in the A-share market.
Second, just be a financial investor and be optimistic about the company’s long-term performance. Financial investors are the purpose of most insurance funds. Judging from the trend of Anbang, Guohua, PICC and other insurance companies after placarding, it seems that insurance funds are not as persistent as industrial capital for the seats on the board of directors of listed companies, and the placarding of insurance funds is constrained by debt cost, so in most cases, insurance funds still favor companies with good fundamentals and long-term good performance. From 2015 to now, there are 34 listed companies that have been listed by insurance funds, and their return on capital is positive, and the net return on capital of most companies is above 5%. If we are optimistic about the company’s long-term development and shareholding of more than 20%, the accrual of surplus according to the equity method is enough to cover the current cost of around 4.5%.
The third is short-term hype. Not only private equity funds, industrial capital and insurance capital with industrial capital background will push up the stock price through the topic of stock manufacturing market and then clear the position for short-term speculation. Most of the investment targets are topical companies with small market value and scattered equity. For example, Evergrande Life’s "fake placard" mentioned above hyped Mei Yan’s auspiciousness, and another example was Qianshi Capital’s placard of YTO Express. From July 1 to July 9, 2016, Qianshi Capital bought a total of 6.42% shares in YTO Express. Judging from the details of the transactions disclosed, during the four trading days from July 6 to July 9, Qianshi Capital bought and sold, and the purpose of obtaining short-term price difference was obvious.
Six, after the placard: stock price performance
We judge the influence of placarding on the stock price of listed companies by calculating the cumulative rise and fall, the cumulative excess return, the rise and fall on the announcement day, the excess return on the announcement day and the excess return on the announcement day T+1 during the placarding period (see Table 9). Generally speaking, placards may not necessarily lead to a rise in the stock price, but are also affected by the company’s quality and market environment. However, placards that are "known" (such as placard announcement day and placards of big insurance and big industrial capital) will generally raise the company’s stock price in a short time.
(A) the placard does not necessarily lead to a rise in share prices.
It is a misunderstanding that being placarded by big funds will bring about a rise in stock prices. Most placards increase their holdings by a total of 5% for several days, which has little impact on the stock price during the placard period, so it is not necessarily that the stock price will rise sharply during this period. For example, Shenzhen Ruilai Jiayu Investment held several placards on ST Huiqiu, during which the stock price fell and the accumulated excess return was negative. Not only such stocks with poor fundamentals may not be good for the stock price, but some blue-chip stocks may not be good for the stock price. For example, Qianhai Life Insurance and Yan Shenghua placarded Vanke from July to August 2015, during which the stock price did not rise but fell, with a cumulative decline of 14.06%; During the first listing of Shanghai Pudong Development Bank from May to August, 2015, Fude Life Insurance’s share price fell by -18.34%, and the cumulative excess return rate was -2.96%. In addition, judging from the cumulative excess rate of return during the period of placarding, placarding may not bring excess rate of return, so it cannot be simply concluded that placarding can promote the stock price to rise.


(2) The general share price will rise on the day of placard announcement.
In most cases, the stock price will rise on the day of placard announcement, and there are many stocks with daily limit on the day of announcement. For example, Anbang placards Vanke A, and announces the daily limit of Zivanko A in the placard; Shenzhen Ruilai Jiayu invested in the placard of ST Huiqiu. Although the rate of return was negative during the placard period, there were two daily limit of ST Huiqiu in five placard announcement days. Guohua Life Insurance brand Tianchen shares, Qianhai Life Insurance brand Shaoneng shares, Evergrande brand Langfang development, and the stock price of several announcements was daily limit.

(C) fundamentals are very important, and it is difficult to gain benefits from placarding ST.
It is also difficult to change the stock price decline when companies with poor financial conditions or under regulatory investigation are placarded. Among the listed companies, there are some companies whose losses have been labeled as ST for two consecutive years, such as ST Huiqiu and *ST Yaxing, and some companies whose suspected problems are under regulatory investigation, such as Hengshun Zhongsheng. Although ST Huiqiu and *ST Yaxing were placarded only after the stock price stabilized in 2016, the two companies did not obtain considerable accumulated income and excess income during the placard period.
(D) Timing is very important, and it is difficult to raise the stock price against the trend by holding a placard.
From May to August, 2015, when the Shanghai Composite Index fell sharply as a whole, it was difficult for the company to rise against the trend by holding a placard, but it could obtain excess returns, that is, the actual decline was smaller than the expected decline without holding a placard. After the overall stock price fell sharply, some investors thought that some stocks were undervalued, so they chose to raise cards at this time.
In the long run, most stock prices are indeed at the low point of the range. At that time, the timing of placarding was very good for the placarding subject. However, only from the performance of the placarding stock price at that time, except for PICC P&C Insurance and PICC Life Insurance, which bought a large amount of placarding Industrial Bank on the same day, most of them did not raise the stock price of the placarded company through placarding. For example, during this period, Qianhai Life Insurance and Ju Shenghua listed Vanke A, Qianhai Life Insurance listed CSG A, Guohua Life Insurance listed Guonong Technology and Tianchen Shares, and Fude Life Life Insurance listed Shanghai Pudong Development Bank. During the period of listing, the stock price still fell sharply.

(E) Attention is very important, and insurance and large industrial capital placards have a great impact on stock prices.
Compared with individual investors, private equity funds and state-owned capital placards, insurance and large industrial capital placards have obvious pull-up effects on stock prices. The reason is that the market pays more attention to the trend of big capital such as Anbang and Evergrande, and such institutions will not only raise their cards once for a company, but often raise their cards several times until they reach their ideal shareholding ratio. The market has expectations for the follow-up placards, and there will be a lot of retail funds to follow up in the follow-up placards, which will further promote the stock price rise.
Attention is very important The importance of attention can be seen from the stock price performance of Vanke A, which was advertised by several capitals several times. Qianhai Life Insurance listed Vanke A in the early stage. Even with the help of the rising stock price in the first half of 2015, the cumulative income of Vanke during the period of listing was flat, and the cumulative excess return rate was even negative. However, with the fermentation of events after the fourth quarter of 2015, each capital can obtain higher excess return for Vanke A.
It is worth noting that Qianhai Life Insurance also advertised CSG A at the same time as Vanke. Although CSG A’s profit has declined in the past 15 years, its assets and profits are in the forefront of the industry, with a return on capital of about 7.7% and a price-earnings ratio of about 24-26. The overall operating condition is acceptable. The dividend yield in the past 12 months is about 2.4%, which is comparable to Vanke’s, which is a good target for being advertised by insurance funds, but its share price during the period of being advertised.




























