Three loves rich reorganization strange phase: Cancels the profit forecast asset appraisal value has not changed in the slightest

-Our correspondent Chen Rong (600636,SH) has submitted to the Securities and Futures Commission the material of the related transaction of Non-public offering shares purchase assets as early as September 2008, awaiting the audit. Now 8 months later, three love rich still did not get approval, but revised the Non-public offering shares purchase assets and major assets reorganization report.　　At the same time, the three loves the rich to cancel the profit forecast which the proposed purchase capital. Curiously, however, the trio did not reassess the asset value of the acquired assets in accordance with the prevailing practice.　　Therefore, the industry insiders believe that the interests of small and medium-sized shareholders violated.　　Why are earnings forecasts so skewed? May 15, Shanghai Three love Fu said the board meeting passed a new "Non-public offering shares purchase assets and major assets reorganization report (draft)" motion.　　The main difference between the report and the three-Fu report, released in 2008, is that companies are no longer making profit forecasts. But three-love-rich has not reassessed the value of its assets while canceling earnings forecasts.　　Although the profitability of Shanghai coking is not predictable, the future is uncertain, but the value of the three-love-rich purchase of the underlying assets is still maintained at 2008-year levels, with a value-added rate of 24.55%.　　In a new reorganization report released May 15, three love-rich canceled the forecast of Shanghai coking earnings, but only analyzed the impact of the reorganization on the sustainable management ability and future development prospects of listed companies.　　Three loves the rich is in the ongoing non-public offering the purchase asset the related transaction, refers to the company proposes to issue 730.85 million shares, buys Shanghai Huayi Group, the China Xinda and the China melts respectively holds Shanghai coking 71.73%, 26.58% and 1.69% shares.　　The original report on the proposed purchase of Shanghai coking production 2008 and 2009 earnings forecasts, the 2008 Shanghai coking is expected to belong to the owner of the parent company net profit of 500 million Yuan, 2009 reached 521 million yuan.　　The latest data show that Shanghai coking 2008 years operating income of 6.796 billion yuan, net profit of 130 million yuan, attributable to the owner of the parent company net profit of 110 million yuan, compared with the profit forecast of nearly 400 million yuan. Use original reorganization report to investor not responsible for this, three love Rich explained that Shanghai coking main business belongs to the chemical industry, the industry cyclical more obvious. Since October 2008, the impact of the global financial crisis, China's macro-economy has been affected, the chemical industry as a whole in the short term by a greater adverse impact.　　Company management believes that the August 2008 production of earnings forecasts in the macro-economic and industrial situation has undergone significant changes in the preparation of profit forecasts, the basis for the assumption is no longer established, the above changes in the management of the company can not be informed beforehand and beyond control afterwards. Therefore, the three love rich management is currently difficult to the three-love and Shanghai coking 2009 years of profitability to accurately and reliably forecast, the new reorganization report to abolish the "production of profit Forecasts", but only to analyze the restructuring of listed companies in the continued operation of the capacity and future development beforeThe influence of the king. May 15, "Securities daily" reporter interviewed three love rich securities business Representative Helanjuan. Helanjuan to reporters that the second half of last year since the macroeconomic situation has changed greatly, Shanghai coking products market volatility is very large, its 2009-year profit forecast may be inaccurate.　　From the reliability of earnings forecasts, the company decided not to make a profit forecast. Ms. Helanjuan said the company had submitted its reorganization information to the SFC last September, which is now in its normal phase of review. For comments on the return of the SFC, the company or the supplemental statement, or the submission of new materials.　　But she said the decision to cancel the earnings forecasts was not feedback from the SFC, but rather that the company's board had decided that the materials handed over to the CSRC would also be updated.　　Some experts believe that the SFC still does not audit through the three love-rich asset restructuring program, but because the actual performance of coking in Shanghai and the original report of the profit forecast does not match, if the continuation of the use of assets, or disclosure of the original reorganization report, is not responsible for investors.　　Is earnings forecasts unreliable assets valuation?　　Although the profit prospects for coking in Shanghai are uncertain, the three love-rich have canceled earnings forecasts, but have not modified the valuation of Shanghai's coking assets. In August 2008, published in the original Assets reorganization report, Shanghai Dongzhou issued the "Enterprise Value Assessment Report" to June 30, 2008 as the benchmark day, the transaction marked the total assets of 7.835 billion yuan, the total liability of 2.718 billion yuan, net assets of 5.117 billion yuan. After the assessment, the total assets of 8.973 billion yuan, the total liability of 2.6 billion yuan, net assets of 6.373 billion yuan.　　Compared with the actual net assets of Shanghai coking, the value added is 1.256 billion yuan and the value-added rate is 24.55%.　　In the latest asset reorganization report released on May 15, the evaluation report of Shanghai Dongzhou to June 30, 2008 as the base date of assessment was still used, and the valuation value of Shanghai coking was unchanged, still it was an appreciation of 1.256 billion yuan and a value-added rate of 24.55%. "The asset assessment is valid for one year, that is, June 30, 2009," said Helanjuan, a representative of the three-rich securities business, "if the SFC does not have a review by June 30 this year, the company will consult with the major shareholder, Shanghai Huayi Group, China Xinda and China, to reassess the asset valuation."　　"On the contrary, if the SFC approved the existing draft of the three love-rich, the valuation of Shanghai coking assets will remain at the high level of June 30, 2008." Because it is a state-owned background, the results of Shanghai coking assets assessment must be approved by the Shanghai state-funded committee. August 2008, the Shanghai state-funded commission of Shanghai Coking 6.373 billion yuan valuation of the net assets of the approved approval.　　If the third love to reassess the value of assets, it will require the approval of the Shanghai state-funded authority. Ms Ho said that the valuation of Shanghai coking assets had not changed at present, and it also indicated that the large shareholder, Huayi Group, had confidence in asset reorganization. Overall, Shanghai coking in the first half of the year than the second half of the situation better, 2009 will be significantly better than 2008.　　Although sing well, but still do not make a profit forecast.　　The interests of small and medium shareholders are violated? According to the 2008 annual report released by the three Love rich, the company realized operating income of 2.678 billion yuan in 2008, net profit of 37.9435 million yuan, and the net profit attributable to the parent company shareholder is 69.6152 million yuan.　　After deducting the non-recurrent profit and loss, the net profit which belongs to the shareholder of the listed company is 114 million yuan.　　If Shanghai coking all the assets and business into the listed companies, three Love rich in the 2008 financial statements in the merger of Shanghai Coking, preparation for three love Rich realize the ownership of the parent company's shareholders net profit of only 40.2878 million yuan, after deducting the non-recurrent profit and loss, this value is-3.5989 million yuan.　　Three love rich board of directors that Shanghai coking as the National coal chemical industry leading enterprises in the financial situation, solvency, operational efficiency, profitability and other aspects of the industry leading level, this transaction will significantly improve the company's indicators. Some market analysts pointed out that, although due to changes in the market, the profit forecast is more difficult to make, but the three-love-rich to cancel the profit forecast restructuring plan is clearly to take care of the interests of major shareholders and others, because the value of the assessment is not adjusted to the risk of change. In this asymmetric asset restructuring, the interests of small and medium-sized shareholders and the risk of fluctuations in share prices, who has considered? The three-love-rich board was apparently not taking it into account.