East Material Science and Technology original crime: financial fog heavy asset transfer maneuver

Source: Internet
Author: User
Keywords East Material Technology
July 2005, just a few months time, the brink of loss of Sichuan East Material Technology Group Co., Ltd. (hereinafter referred to as "East material Technology") after the whole transfer of state-owned equity, turned into a good quality enterprise.  Six years later, March 21, 2011, the East Wood Science and Technology obtained the 52nd meeting of China Securities Regulatory Commission audit passed, become a quasi-listed company. With the announcement of the prospectus, the privatization process of the East Wood technology six years ago is being peeled off and presented to the world again.  This reporter through careful investigation, got six years ago Mianyang state-owned Assets Management Committee and Guangzhou Hi-Tech Industrial Group Co., Ltd. (hereinafter referred to as "Guangzhou high-tech") on the East Wood technology state-owned property transfer contract.  The survey found that the financial data presented in the 2008 and 2009 Annual Industrial and Commercial inspection materials of the East Wood technology are also very different from those disclosed in the current prospectus.  Along the history of December 5, 1994, Sichuan East Material Enterprise Group (East material Technology predecessor, hereinafter referred to as "East material Enterprises") to the Mianyang Trade and Industry Bureau submitted a registration application. To Sichuan Oriental Insulating Material Co., Ltd. (hereinafter referred to as "Oriental insulation") as the core Enterprise, Oriental Life Service Co., Ltd., Mianyang Oriental Insulation materials processing plant, Mianyang Oriental industry and Trade company, Mianyang Dongfang Construction Engineering Company, Shenzhen Lian Hua insulating materials Industry and Trade Co., Ltd., Sichuan Hua Chi Plastic Co., Ltd.  Sichuan insulating material factory, such as Xinfeng Branch Enterprises voluntarily participate in the joint formation of the East Timber enterprises. December 8, 1994, Shao Jingfa was voted as the first chairman of the East Lumber Enterprise, and the registered capital of the East Lumber Enterprise was 65.373 million yuan.  Core Enterprise East insulation of all the state shares (55.297 million shares) into the East Timber Enterprise corporate shares, and has been the Sichuan provincial Economic Reform Commission passed.  April 1999, East material enterprises were authorized to become Mianyang state-owned authorized operating units, June 1999, East material enterprises for checkup and other reasons, the registered capital reduced to 54.188 million yuan, the company's original debt obligations continue to be discharged from the East material enterprises. In December 2000, the Eastern Timber enterprise's profits and taxes total breakthrough 20 million yuan, thus was Mianyang the trade and Industry Bureau agreed to exempt from the annual inspection; 2002, the East material enterprise net assets reach 227 million, the enterprise after-tax profit is 8.55 million Yuan; October 2003, East material enterprise renamed Sichuan East Material Enterprise Group Co., Ltd. (hereinafter "  East Material Limited "), than the original company name more than" limited "two words.  December 31, 2004, East Material Limited in the financial statements, the main business profit loss, the parent company's main business profit loss amount of 6.8175 million yuan, the same period in the previous year also loss of 4.269 million yuan.  At this time, the east of the limited overall state-owned transfer of six months.  State capital Transfer May 2005, Mianyang City Sasac and Guangzhou High-tech signed the "state-owned property transfer contract." The contract said that the Mianyang municipal Sasac took an open tenderThe way to transfer the east Limited, by public bidding, Guangzhou high-tech bid, but the contract did not say Canton High and new is the only bidder.  Canton High-Tech was established in 1998, was originally a state-owned enterprise, attributed to Guangzhou Tianhe District jurisdiction, 2003 by the private capital to participate in restructuring, 2004 stock rights changed again, by Fengxiang, Xian burning, Dai Yaohua, Lee Kawan and other four natural persons holding.  May 2005 Capital purchase of the East Limited on the eve of the Guangzhou new high-tech once again absorb 50 million yuan state-owned capital shares, Guangzhou Tianhe District Science and Technology Park CMC and Gaotang CMC respectively funded 25 million yuan, each accounted for the Guangzhou High-tech 10% of the shares, such as four natural person shareholders accounted for the remaining 80%. This reporter failed to learn that Guangzhou High-tech 2005 to absorb 50 million state-owned capital shares, and bid for the east of the limited existence of a causal link between. However, after the completion of the limited annexation of East, Guangzhou high-tech and Guangzhou high-tech Industry Group Co., Ltd. (hereinafter referred to as "Guangzhou Genistein"), has just been sold in the east Limited, was zoned to Guangzhou genistein name.  The actual control person of Guangzhou Genistein, for the Fengxiang and so on four natural person shareholder.  In Mianyang City Sasac and Guangzhou high-tech signed the "state-owned property transfer contract", the east of the limited net assets were assessed as 92.7993 million yuan, at this time the east material is limited to state-owned large-scale two types of enterprises, in China's insulating materials industry ranked the forefront.  Guangzhou Hi-Tech as the only buyer, East material Limited transfer price is set at 92.8 million yuan, which means that the east of the limited state-owned assets listed for sale, only Guangzhou High-tech a bidder, no one with the same Taiwan auction. The contract also stipulates that East material limited after the transfer of state-owned assets, the tax and fines previously involved are dealt with by the Mianyang municipal Sasac in consultation with the local taxation bureau; Before May 31, 2005, the original company, if there is a violation of tax issues, the amount of the violation of the transfer proceeds from the state-owned property rights payments;  It is handled by Mianyang Sasac and resolved in liquidation.  In addition, Mianyang SASAC is also responsible for helping Guangzhou high and new, East Material limited subsidiary--Mianyang Dongfang carton factory Youxian Town Youxian Village a community of land 23.1 Mu, in September 2005 ago, the use of the land of the nature, to become more industrial land.  Mianyang Sasac to Guangzhou High-tech completion of the acquisition of East Material Limited, agreed to many conditions, listed in the contract "other agreement" one. These conditions are: in the staff placement, the implementation of certificate for some employees, the holding of shares in the workers, the two ways, one is to allow them to continue to hold, the second is the new company to these units of the acquisition; after the transfer of contract, Guangzhou High-tech in 1-3 years of investment in the new company, not less than 300 million yuan,  2006 East Limited sales revenue reached 1 billion yuan. In fact, until 2009, East material Technology (February 2007, East Material Limited renamed East Material Technology) also did not reach 1 billion yuan sales revenue, until 2010, East material technology to reach the operating income of 1.019 billion yuan.  "State-owned property transfer contract" also agreed that the new company should be in 3-5 years, actively strive for oriental insulation overseas or domestic listing, after the listing of the company's registered place remains in Mianyang, the listing of funds, all for the new company's insulation materials, such as the industrial development of new high-tech materials.  The new company name is still limited, if the company's name or major changes in the main business, the Mianyang people's government should agree to, can not abuse the "Oriental brand" insulation materials trademarks, if any, the Mianyang people's government will be free to recover trademarks.  Meanwhile, Mianyang City Sasac is responsible for the east limited all staff placement and related expenses of the payment, to assist Guangzhou to do a good job in the original company key staff of the stable work; give East material limited maximum income tax concessions, give new land concessions, and actively support the new company to declare the country's western development preferential policies. At this point, the east material limited by the city of Mianyang Sasac, transferred to have a part of the "state-funded background" of Guangzhou high-tech.  But two months later, Guangzhou High and new suddenly separated, for the east of the limited state-owned transfer, adding a bit of weird color.  East material limited industry and commerce annual inspection data show that in the company's second year of transfer of state-owned assets, the east material limited to achieve 26.3267 million yuan total profit, and the previous losses in sharp contrast.  After the success of the transfer of assets, the limited number of East China has undergone a dazzling share change. May 30, 2005, Guangzhou High-tech take out 10% of the equity, respectively, to 4.64 million yuan price, transfer to natural persons Yushaopo and DUNL each 5% of the equity.  Guangzhou High-Tech holds the remaining 90% equity.  July 2005, Canton High and new to the east of the acquisition of limited mergers less than two months of time, Guangzhou High-tech division into two companies, one of the Guangzhou gold. Guangzhou High-tech Holdings of East Timber Limited all assets, are zoned into Guangzhou genistein name, Guangzhou Genistein thus become the East material limited actual control.  This place, in the future when the East Wood science and technology ready to go public, and in 2008 by the Guangzhou Sasac, Guangzhou Tianhe District Financial Bureau of Guangzhou Genistein to undertake assets of the East property ownership of the recognition. Guangzhou Genistein's actual control person, for Fengxiang and so on four natural person shareholder, these four natural person shareholder also is at present East material science and technology actual control person.  Guangzhou High-Tech division, with the east of the limited shareholder changes to Guangzhou Genistein, the privatization of its capital has been completely completed, but the change in equity has continued. October 2006, Guangzhou Genistein its holdings of the eastern Timber Group 20.97%, 1.5% of the shares were transferred to the company's senior executives Yushaopo, DUNL generous, the same month, East material group and the introduction of Guangzhou Chengxin Venture Capital Co., Ltd. (hereinafter referred to as "Guangzhou good faith") to invest 36 million yuan, the East Limited shareholding 23%  At this time the actual control of Guangzhou Genistein's equity was diluted to 52%, Yushaopo hold 25%, DUNL generous hold 5%. December 2006, the East Material limited stock right again has the significant change. Yushaopo, DUNL 20% and 5% of the shares transferred to Guangzhou Jinyue Plastic Industry Co., Ltd., Guangzhou Genistein take out 1% of the equity, transfer to Sichuan New Yun Kemao Co., Ltd.  After, East material group shareholder structure change for Guangzhou genistein hold 51%, Guangzhou jinyue Plastic Industry Co., Ltd. holds 25%, Guangzhou good faith holds 23%, Sichuan New Yun Kemao Co., Ltd. holds 1%.  January 2007, East Material Limited change for Sichuan East material Technology Group Co., Ltd., which is now the east material technology. 2008 6-September, the eastern timber technology stock right again occurrence big area change. Sichuan New Yun Kemao Co., Ltd., Guangzhou integrity, Guangzhou Jinyue Plastic Industry Co., Ltd. will be transferred to He Qi, Yushaopo and other 17 natural shareholders.  After the transfer of equity, Guangzhou Genistein still holding 51%, Guangzhou good faith holding 11.82%, Yushaopo and other 17 natural persons holding the remaining shares. At this point, the East Timber technology ownership structure has tended to stabilize.  When the East Wood technology privatization, the East Wood technology shareholders in a short period of three years, such as the general exchange of a non-stop.  In the prospectus Dong submitted to the SFC, there are many inconsistencies. East material science and technology in Mianyang City Industry and Commerce Bureau submitted 2008 and 2009 financial data show, 2008, East material Science and technology business income is 649739,247.3 Yuan,  Total operating profit of 40.454 million Yuan, 2009, the East timber technology business receipts plummeted to 98617103.33 yuan, the total operating profit is 105 million yuan.  Two of the annual inspection materials, the Chairman of the Yushaopo signed to confirm the "content is true" and the time of the inscription.  In the prospectus material, East material Science and Technology 2008 annual operating income is 710 million yuan, 2009 annual operating income is 683 million yuan, its operating profit one, also with the company in the report to the Industry and commerce annual examination material submission financial data, contrast produces the huge difference. Contradictions followed, the East Wood technology in the prospectus disclosed in the financial data, its authenticity into a fog.
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