CNOOC shares: Controlling shareholders wantonly encroach on the interests of sun Company or "pseudo-hi-Tech"

August 2, Guangdong Sea India Group Co., Ltd. (abbreviation: Sea printing shares (market, interrogation)) issued a notice, the proposed Non-public 100 million shares raise capital of 834 million yuan, of which 584 million yuan to invest in Guangzhou International Commodity Exhibition Trade Center-International Auto Exhibition Trading Centre, 250 million yuan is used to replenish the company's working capital. Sea India shares holding shareholder Guangdong Hai Yin Industrial Group Limited (: The Sea-India group) pledged to subscribe in cash to no less than 20% of the shares issued. The main business of the company is commercial and kaolin mining business, holding shareholders for the Shao Jianming, Shaojianjia and Shao Jiancong three brothers holding the sea-India group. 2003 Sea Printing Group to 2.98 yuan per share of the price of the Maoming Finance Bureau held by the Mao-yong industry 29288814 shares, the transfer price of the total of 87278788 yuan, the transfer of Houhai Printing Group held 26.33% of Mao-Yong's shares, for the Mao-yong industry's first major shareholder, after the company changed its name to sea printing shares. After 2008 years of shipping shares to the Sea Printing group issued 234 million shares and cash payment of 114 million yuan to buy the group's 11 company assets and 2009 Sea-Indian shares to 240 million yuan to acquire the Hong Kong-India Group subsidiary President Cyberport and the Cyberport home ownership of 100% shares, Most of the group's assets have been injected into the listed companies, and the shares of the listed companies held by the group have risen from 26.33% in 2003 to 69.62%, holding 342668633 shares, With the closing price of the September 18, the close of 10.72 yuan per share, the three brothers hold the shares of the sea-India stock market value also from the original less than billion to reach today's nearly 4 billion yuan, a decade of 40 times-fold explosion. Hai-Yin Group Backdoor Mao-yong industry listed by the capital operation of the wealth has doubled the amplification, and its injection into the listed company's assets evaluation of high value-added has been the market controversy. May 2013, the Sea-India group with its Guangzhou President Hotel Limited (: President Hotel) 100% Equity and creditor's rights to replace the listed company's shares held in Maoming Star Carbon Black Co., Ltd. (abbreviation: Ring star Carbon black) 100% equity and debt transactions, Due to the listed company assets of the President Hotel operating loss and net assets-66.7585 million yuan but the assessment of value-added 181.846 million yuan again by the market questioned. China Daily noted that the exchange of shares in this asset replacement does exist a lot of doubts, and the assets of the President of the hotel in the sea printing shares in the custody of the interests of the shipping group. Ring star Carbon Black put out high-quality land resources or benefits transfer of the assets of the sea-printing shares set star Carbon Black was established in December 2008 by the company mainly in the production of carbon black for the business of the wholly-owned subsidiary, Ring star Carbon black due to the downturn in the downstream rubber tyre industry, 2012 to achieve operating income of 392.0802 million yuan, Operating profit of 693200 yuan, net profit-34,600 yuan, the first half of 2013 rubber tyre industry continued to slump. Of concern is the assessment of only 3.87% of the star Carbon black location in MaomingCity Huanshi 61st, in Maoming Hexi Zone, near the Maoming railway station, convenient transportation. According to the relevant public information, Guangdong Province intends to be Maoming into one of the central cities of Yuexi area, Maoming the latest urban planning of the Hexi Region Planning Petrochemical Industrial Zone and logistics park, relying on the development of railway freight station focus on petrochemicals, agricultural products (market, interrogation)-oriented business logistics industry. Ring star Carbon Black near Maoming railway station, land area of 182216.20 square meters, covering about 270 acres, building area of only 19371.96 square meters, star Carbon Black has a large number of land or can be planned business logistics industry. In the short term, the city's new development plan is bound to bring unlimited value-added space to the star Carbon Black, the listed company's high quality assets are underestimated put out is clearly involved in the transfer of benefits. President Grand Hotel three years of business trusteeship to pay for major shareholders and star carbon Black evaluation of the value-added rate of only 3.87% the contrast is that the president's Grand Hotel, which has been placed in the sea-India share, has added 181.846 million yuan and a value-added rate of 272.39%. Exchange Trade Bulletin shows that the President of the hotel from 2010 to 2012, the main operating income of 40.5433 million yuan, 47.2195 million yuan, 42.994 million yuan, the net profit is-3.0333 million yuan, 2.4688 million yuan,-3.1382 million yuan, The hotel's open room rate and the same industry basically flat. For the reason of the loss of the President hotel, the announcement said: Before the relevant transaction, the Sea-India group will be the President of the hotel as the only reception place, the resulting business reception costs and other social reception costs are borne by the President's hotel, resulting in its sales cost rate (40.68%) and management cost rate (46.07% is significantly higher than the listed companies in hotels, the main reason for the poor profitability of the president's hotel in recent years. Compared to hotels listed companies, Jinling Hotel (market, inquiry), Xindu Hotel (market, interrogation), Huatian Hotel (market, inquiry) 2012 sales costs, management costs and accounted for two of the cost of operating income of 39.28%, 47.78%, 38.02%, And the president of the Hotel 2012 of the two costs accounted for 86.75% of the operating income, such as reference to similar companies at 45% of the two cost rates calculated President Hotel will reduce the cost of about 18 million yuan. According to the relevant trade bulletin, 2010, the company's shares and the Sea-India group to host its subordinate corporate president of the hotel signed the "Trusteeship Agreement", the two sides agreed that the trusteeship period of three years, for March 5, 2010 to March 4, 2013. If the president of the hotel annual operation of the loss or in the year for shareholders to distribute profits less than 1 million yuan, the company pays 100,000 yuan for the annual custodian fee, the company does not participate in the President Grand Hotel in the year's dividend; if the president's hotel is available for shareholders to distribute more than 1 million yuan (including 1 million yuan) in the year, then the sea-India group , the company in proportion to 9:1 distribution of the year dividend, the company assigned to the President of the hotel 10% of the dividend as the year's equity custody fee, the seaThe printing group does not pay the company the same year's equity custody fee. The problem is that, during the holding of the hosting President Hotel, its controlling shareholder, the group, has paid for the hotel's loss by paying for its business reception expenses and other social reception expenses by the president's Grand Hotel. Three years of marine printing shares in the management of the host President Hotel loss of 6.1715 million yuan, and the charge of the hosting fee is only 446,900 yuan, such as the Sea-India group in the president's hotel under the trusteeship of the consumer in accordance with the provisions by the Sea and India group, the hotel will increase the profit of more than 15 million yuan per year, three years of total listed companies not only do not have to bear the will increase the escrow fee income of more than 4 million yuan. As a result, the large shareholder of the Sea-India group has seriously infringed the interests of small and medium investors. The group undertakes: In 2013 years, 2014 and 2015 after the replacement of assets, the net profit attributable to the parent company is not up to the following amount: 2013 degrees 6 million yuan, 2014 degree 7.2 million yuan, 2015 degree 8.64 million yuan, will be the full complement of the difference, it seems to be just fooled investors, as long as the group's consumption strictly by the sea and India group Bear, the president of the hotel's annual profit of more than tens of millions of dollars should be understandable. And the marine printing shares and the sea-Indian group similar to the President of the operation of the hotel trusteeship, there are currently the sea-India group's Guangzhou Sea-India grain and Oil City Co., Ltd. (short: Jiangnan grain and Oil City). The 2013 semi-annual report shows that because of the poor profitability of the Jiangnan grain and Oil City, the company intends to continue to adopt the shareholding trusteeship until it complies with the conditions of entry into the listed companies or is cancelled or transferred by the Sea-Indian group to the unrelated third person. The shares will continue to pay for the loss of the Jiangnan grain and oil city, until after the profit or the evaluation of its value-added into the listed companies, and the holding shareholder of the group to wait for profit. Sun company Maoming Gao Ling or "pseudo high" annual report shows that the sea printing shares Sun company Maoming Kaolin Technology Co., Ltd. (short: Maoming kaolin) in October 2011 was identified as High-tech Enterprises, 2011-2013 Annual corporate income tax rate reduced by 15%. According to the standards identified by High-tech Enterprises, the annual operating income of more than 200 million yuan enterprises of their research and development costs accounted for the proportion of operating income should not be less than 3%. Maoming kaolin 2012 Operating income of 225.62 million yuan, operating profit of 48.4652 million yuan, the company that year because of High-tech to enjoy more than 4 million yuan income tax concessions. However, the 2012-year research and development of the sea-India shares only 2.2215 million yuan, if the company all research and development costs are considered as the research and development cost of Maoming kaolin, Maoming High Ridge Operating income ratio is only 0.98%. Can be seen in Maoming kaolin research and development costs accounted for far less than High-tech enterprises 3% of the hard standard, is the letter of "pseudo-hi-tech." The most fundamental reason for the emergence of "pseudo-hi-tech" is interest-driven. A net profit of more than 10% per cent of the income tax once it is deemed to be "high"Receive concessions, which for many enterprises, is undoubtedly a huge temptation. However, in the case of the determination of the method is very clear, there are some substandard and qualified enterprises still become "pseudo High-tech enterprises." State audit departments and other regulatory agencies in recent years to increase the "pseudo-High-tech enterprises" of the investigation, some enterprises also because of "pseudo High-tech" was found to pay high tax concessions. Also, Maoming kaolin because of "pseudo-high" also exists the risk of income tax concessions. 2013.5 Annual report shows that, although the company has a slight increase in operating income, but the profitability of the firm has been a sharp decline, when the company won the Fanyu District Finance Bureau major project support funds 51.0189 million yuan, accounting for up to 33.42% of net profit, Deducted the net profit of 97.7546 million yuan, compared with the same period last year 189.1397 million Yuan down 48.32%. At the same time, the company's other receivables up to 1.507 billion yuan, the beginning of the increase of 266 million yuan, operating activities cash flow net year-on-year decrease of 52.47%, the ratio of assets to debt increased by 63.24%. The company's financial situation and cash flow has been a problem, forced to introduce a fixed increase to suspend the in-depth development of the problem. We will give sustained attention to the relevant situation of the shares in the sea and India.