Sea Glue group avoids flood loss is referred to related transaction to feed large shareholder

This reporter is covered by Beijing December 10, Hainan Natural Rubber Industry Group Co., Ltd. (hereinafter referred to as the Sea Glue group) of the first application was approved, the proposed release of not more than 786 million shares, issued after the total share capital of not more than 3.931 billion shares, a total of about 1.33 billion yuan. It was only 7 months before the company first started its application in late April this year.　　"Huaxia Times" reporter learned that the first IPO was not approved because of a continuing decline in the company's financial indicators during the reporting period, as well as a lack of reasonable analysis of the projects it was offering, and a series of problems that inevitably cast doubt on its continued profitability. December 16, the Sea gum group began a public offering. The reporter compares the new and old two prospectuses, found that the 2010 1 ~ September financial data, whether it is the Sea Gum group or its major shareholder Hainan Farm Group of the book situation are good-looking a lot.　　In addition, the floods in Hainan in October this year to the rubber industry for the main business of the Sea Glue group to bring a small impact, and the company's prospectus reporting period just reflect the first 9 months of data, said nothing about this, cleverly avoided the flood caused by the loss. In response to the question, the company's board of directors said: "For the prospectus and the company's specific business problems, we need to be in the roadshow by the company executives to answer, we are not convenient to answer."　　When the journalist then called Citic Securities, the phone was never answered. 7-month performance face reporter found that the sea Gum group in the March 29 release of the prospectus, almost throughout the tip of the risk. From the natural disaster risk, to the policy change risk, even also includes "the controlling shareholder's weak management ability to bring the control change risk", to the big shareholder capital Asset's ownership flaw is also not taboo. Some of the more critical financial indicators, net profit, earnings per share, net assets yield, gross profit margin of the main products all showed a continuous downward trend in 3 years, and in the asset-liability ratio of only 43.86%, "supplementary liquidity, repayment of bank loans" This item is ready to use to raise funds of 35%.　　The company, with its obvious mishap, was naturally "stuck" in the meeting. The first meeting, although it was not, but at least the sea Gum Group and its sponsor CITIC Securities to the company's problems have not been avoided. In a new prospectus released on December 6, reporters found that this time, all descriptions of risk were skillfully abbreviated, with only two of the 6 small items of "other risks" now left, with regard to the above mentioned major shareholder control change risk and "the risk of changes in tax preferences"　　The proceeds from the company were also deleted. Only 7 months, the group's controlling shareholders and the actual control of the land Reclamation Corporation changed its name to Hainan Province Farm Group, registered capital from 1.6 billion yuan into 4 billion yuan, net assets from 5.56 billion to 6.7 billion yuan, net profit from the 2009-1.1359Billion into this year's 413.22 million yuan. Also within 7 months of the magical changes in the Sea gum group itself. The reporter found that in April this year, the company was questioned by the Audit committee of several financial data, all in 2009 January-September period to improve: earnings per share of 0.12 yuan, stronger than the 2009 0.09 Yuan and 2008 0.11 yuan, although still belong to the meager profit, net assets yield of 10.37%, Strong in 2009 of 7.71% and 2008 8.9%, net profit of 392 million yuan, stronger than the 2009 283 million Yuan and 2008 338 million yuan; in the production of plastic business gross margin, Citic Securities no longer dare to "gross margin once down to 13%" such a real word appeared,　　Only show the first 9 months of this year, gross margin figure of 27.77%. It is noteworthy, however, that several indicators have improved, but still lag significantly behind the 2007 figures, indicating that the level of "good" remains to be improved. In addition, it only calculates the first 9 months of data, and Hainan this year in the production of the most precious gum in October, suffered a few decades of floods, caused the whole land reclamation Area rubber half a month or so, the reporter was in Hainan interview when the cadres of the land reclamation, the rain bubble a lot of rubber, sea gum loss or billion.　　If the Marine Rubber group will take this part of the data into account, I am afraid that the sea glue group will still be empty talk.　　Related transactions enough to feed big shareholders?　　Sea Glue Group in its prospectus, said that the large shareholder farming group has now put all the natural rubber business related assets and liabilities to the Sea gum group, now they are engaged in the non-rubber business, even if there are a small number of farms have rubber assets, but also to the sea glue to provide glue raw materials, do not produce rubber products, thus with the company does not constitute the competition. This seems to avoid the possibility of a linked transaction. However, the reporter learned that the sea Glue group to acquire the glue of the farming group, the behavior itself will inevitably produce a large number of related transactions. In the latest prospectus of the Sea gum group, the reporter found that 2010 1 ~ September, the company to the large shareholder's farms and companies such as the purchase of glue, logs and other goods to spend the amount of 160 million, about the total of 2008 and 2009.　　In addition to the procurement of capital exchanges, day-to-day operations, the Sea Gum group and major shareholders also took place a number of funds to borrow money, from October 2007 to March 2010, the two sides of the capital exchange has exceeded 9.2 billion. In addition, the Sea Gum group and its companies to the major shareholders and their companies to pay a variety of labor costs, land use rights contracting, comprehensive services, housing leasing, and so on 200 million ~3 billion yuan each year. Among the board members, 5 of the 9 were nominated by the large shareholder farming group, and 3 of the Board of Supervisors were nominated by major shareholders, most of whom were in important positions in the farming group, and the Director and President of the company also served in the land reclamation.　　All these facts have proved the strong dependence of questioned group and its controlling shareholder, and its independence is worth to be lost. One was off at the first meeting."In terms of data, the net profit for the farm group has been 413 million yuan this year," said an investment banker at the sea-gum group. Assuming that regardless of other, only the sea glue group each year to pay its various costs will almost reach this number, no matter how, with the sea gum related transaction proceeds must be a big shareholder a huge source of income. "The personage also analyses, on the other hand, the farming group aimed at the sea gum group in" exits the question "," ownership issue "has made a compensatory commitment, and it has now the most profitable rubber assets into the listed companies, the last year before the restructuring of the net profit is negative, assuming that its profits mainly by the listed companies to support blood transfusion,　　How is it capable of fulfilling its compensatory promise?　　Taxes are very strong. In order to dilute the tax concessions to bring the "sweetness" of the listed companies, Sea Gum group in the revised prospectus only lightly mentions that China's agricultural industry will also be included in the tax incentives, including a number of policy support, the company's future tax concessions environment should not be a major change. But the reporter in this year March's prospectus, found that the tax concessions on the sea gum group reported the profits of the great contribution. Data show that from 2007 to 2009, due to the reduction of corporate income tax, the Sea Gum group attributable to the parent company's shareholders net profit increased by 156 million yuan, 52 million yuan and 49 million yuan, respectively, the proportion of shareholders in the parent company net profit of 26.76%, 15.46% and 17.19% respectively.　　In addition to enterprise income tax, 2007 ~2009 years of value-added tax exemption also for the company's profits contributed 196 million yuan, 186 million yuan and 89 million yuan, accounting for the current period attributable to the parent company's shareholder net profit ratio of up to 33.51%, 55.05% and 31.04%. The reason why the tax is so given, is not without reason, take the sea glue group to raise the biggest project "Plastic garden of the renewal of planting", this project will spend 1.3 billion to raise the capital amount of 900 million. Perhaps many people do not know, its investment calculation period of 41 years, which is only the project investment construction period will be 10 years. "Perhaps it is because the investment project construction time is too long, there are natural risks, policy risks and many other uncertainties, only to make the company last time will be shelved."　　The bankers speculate. Sea Gum Group existing many problems remain to be resolved, "sustained profitability if not strengthened, their own problems can not be solved even through the audit listing, the company will also face restructuring problems." And because its capital stock is too large, it is not a good shell resource. "There are investment bankers evaluating.