2 years after the suspension of the release of the reorganization plan *st Kejian future uncertainty

This reporter Xu Guming suspended nearly 2 years later, September 17, *st Kejian (000035) issued a restructuring plan to the Non-public offering of shares as the price, the acquisition of environmental protection 100% Equity. On this, the market reaction is strong, 17th St Kejian Trading, 18th, the stock turned to fall, the report closed at 12.22 yuan/share. The market for the day Ying Environmental Protection Borrow Shell St Kejian query sound constantly--first of all, the price is "very low", suspected of the transfer of benefits; second, the days of environmental performance promises "unreal", earnings per share is the industry bottom.　　This will have a direct impact on whether the programme can pass through the shareholders ' meeting. Whether there is an interest in transport before the suspension, shareholders cost about 12 yuan, 2 years after waiting for the day, why the premium 109%?　　The actual additional price is 2.28 yuan, at a discount of about 31%.　　Since the establishment of environmental protection in 2006, the company has been investing, building and operating municipal solid waste incineration power generation project, research and development, production, sales of garbage incineration power generation and environmental protection equipment for the main business. The announcement shows that *st Kejian to the day of the environmental protection of the 17 shareholders of the total issue of not more than 378 million shares, the purchase of its own day of environmental protection 100% shareholding, the issue price of 4.76 yuan/share, compared with the company before the closing close 12.25 yuan/share discount of about 61.14%.　　In addition, the company also plans to not more than 10 specific objects issued shares raise supporting funds, the amount does not exceed the total amount of the transaction of 25%, the issue price will be determined through the inquiry. "It took so much energy to vacate a net shell that such a low rate of increase was an obvious act of banditry." "I am the cost of 12 yuan, large shareholders betray the interests of the majority of small and medium-sized shareholders ..." in the stock bar, ﹡st Kejian shareholders have expressed anger, "resolutely opposed to the plan." "In this regard, *st Kejian explained that for the issue discount, the company believes that, according to the 2013.5 Annual report data,　　The company's net assets per share is 9.80 yuan; After the completion of the bankruptcy reorganization, the company's net assets per share at the end of July 2013 is 0.05 yuan, therefore, this issue price 4.76 yuan/shares far higher than the company intrinsic value, the transaction price is reasonable and does not have the damage listed company and the shareholder legitimate rights　　According to the investigation, up to now, *st Kejian the former largest shareholder of the group has all the shares used for bankruptcy liquidation, China Xinda as ﹡st Kejian and the original first, the second largest shareholder of the creditors, as a result of 8.22% of the shares to become the largest shareholder.　　September 5 this year, ﹡st Kejian Bulletin said, because of the H7N9 avian flu, the company and the first Agricultural group restructuring plan died, then *st Kejian and days of environmental protection communication.　　Obviously, as the state-owned assets disposal Company's China Xinda is eager to "unload", but its reorganization plan increases the price "extremely low" to the ordinary shareholder whether fair, reasonable, still need to discuss.　　Profit prospects "illusory" shares of huge expansion, each share of earnings may be "miserable", the company's gross profit margin is the concept of garbage generation twice times? According to the Disclosure, Day Ying Environmental protection in 2011Annual and 2012 operating income of 106 million yuan, 137 million yuan respectively, net profit is 50.1621 million yuan, 64.0484 million yuan respectively.　　In addition, the trading party Santa Jun, Nantong Chong and Nantong Kun Tak also signed the "Profit forecast compensation agreement", committed to the reorganization of the year and the next two fiscal years to the days of the environmental performance forecast and provide compensation, but the relevant data has not been released.　　However, in addition to the above compensation, the other party also undertook that the assets in the reorganization of the implementation of the current year's net profit of not less than 170 million yuan, the shortfall will be supplemented by cash. Days of environmental protection 170 million yuan profit promise seems very tempting.　　In fact, the restructuring performance pledge is "mirage"-if the reorganization succeeds, *st Kejian total equity expansion several times, earnings per share or will "miserable". This view is not groundless. According to the public information, *st Kejian current total equity is 189 million shares, plus this time to Santa Jun and other 17 objects issued 378 million shares, the company's total equity will reach 567 million shares.　　If in accordance with the net profit commitment of not less than 170 million yuan, the day of the environmental protection of the earnings per share of about 0.3 yuan.　　What worries the market is that *st Kejian's share capital will also expand, because the company in order to raise funds to be used in the construction and operation of the Environmental Protection Project, will be to no more than 10 specific objects to raise shares for supporting funds, which means that the future of the environmental protection of tomorrow's earnings will be diluted. It is interesting to note that the days of environmental protection deformity high gross margin unbelievable. According to the plan, the days of environmental Protection said, 2011, 2012 and 2013 the first half of the company's gross profit margin of 77.33%, 71.74% and 69.78% respectively. According to wind data, as of this May, the domestic a-share 11 garbage power generation company average sales gross profit margin of about 29.1%. And according to Japan Securities Statistics, the current domestic a-share of the main garbage incineration power generation company South China Sea Development, sound environment and other companies, the average gross profit margin, 2011 is only about 35%.