A further analysis of Wu Liang Ye's questioning and opening up tax rules half cloth

Wang Dali/Wen We take the market to Wuliangye (000858) of the latest questioning as a starting point for discussion, try to answer five questions; Why is it that the sales income of the supply and marketing subsidiary is more than that of the consolidated statement? Second, why the discussion of "less consumption tax" is actually the damage to the interests of investors;　　Why Wuliangye upstream and downstream of the related transaction is the key point of investor interests; four, in the plan to acquire Wuliangye group liquor related assets operation, assessment report and push group real situation and so on what question; five, in the settlement of the related transaction process, Wuliangye group in the operation of the time and purpose of exquisite balance.　　For Wuliangye, perhaps the day to completely resolve the huge linked transactions, is the question of the end of the party. The storm again may be attractive bouquet, with Guizhou Maotai (600519) similar, wuliangye in China's capital market also attracted doubts bursts.　　However, the study of the former is mainly about the hidden profits, and in the latter, the content is greatly enriched, including the earlier question of its diversification and the transfer of benefits to Wuliangye group, but also the recent acquisition of the group's high asset price and large funds into Asian securities controversy or rumors. Recently, Wu Liang Ye's "denunciation" and began to upgrade. According to reports, some investors think Wuliangye public disclosure of 2006 years, 2007 annual report information is doubtful, has entrusted a lawyer to the Chengdu Intermediate People's Court to bring a lawsuit, Wu Liang Ye and for its annual report issued audit opinion of the accounting firm compensation losses; Meanwhile, the entrusted lawyer further discovered that,　　Wu Liang ye exist less than the suspicion of consumption tax. For the issue of the annual report information, the lawyer specifically said that, according to the provisions of the consolidated statement, under normal circumstances, the final consolidated statement of business income should be slightly higher than Wuliangye supply and marketing company's main revenue; According to the 2007 annual report,　　Yibin Wuliangye Supply and marketing Company's main business income is 8.251 billion yuan, and the consolidated statement of business income is less than this, 7.329 billion, a supply and marketing company's income than the consolidated statement of income more than about 922 million yuan. We believe, however, that such a supply and marketing company's operating income is more likely to be related to internal transaction offsetting than the consolidated statement operating income.　　This is not unusual for a group of companies because there is a high likelihood of internal transactions between the parent company and the relevant subsidiaries. According to the 2008 Annual report, Wuliangye has 8 major holding companies, of which two are the largest, one is Sichuan yibin Wuliangye Supply and Marketing Co., Ltd. (hereinafter referred to as "supply and Marketing Company"), the final total assets of 6.845 billion yuan, in the period of net profit of 1.699 billion yuan, Wuliangye shareholding 99% Another is Sichuan Yibin Wuliangye Winery Co., Ltd. (hereinafter referred to as "Wuliangye Winery"), the end of the total assets of 5.667 billion yuan, the period of net profit of 20.9934 million Yuan, Wuliangye shareholding 99%. Annual report further introduced, supply and marketing company 2008 main business income 7.929 billion yuan, operating profit 2.297 billion yuan. Further analysis, fiveThe main assets of the grain liquid parent company at the end of the period are long-term equity investment, dividend receivable and other receivables, and the parent company's 2008 annual operating income is only 11.59 million yuan, and the consolidated statement's operating income is as high as 7.933 billion yuan. According to this can be judged, Wu Liang Ye's specific operating framework is, Wuliangye Winery production, and then sold to supply and marketing company for external sales. At the same time, the annual report, supply and marketing company's main products or services are "food, agricultural vice, building materials, chemical, mechanical and electrical products," so, it may not only liquor sales platform, but also responsible for the overall procurement of raw materials and sales Wuliangye other related products.　　If this is the case, then the supply and marketing companies operating income greater than the consolidated statement of business income, it is likely that the procurement of raw materials in the internal sales revenue offset.　　However, as the parent company of Wuliangye is a holding company, its main supply and sales operations are carried out by subordinate holding subsidiaries, and there are many internal transactions between subordinate holding companies, the specific financial data is also a blind spot, so it is difficult to analyze specific mutual income structure and asset distribution through the control data of parent company and consolidated report. An interesting question is whether the investor who brought the lawsuit to the court demanded the loss of Wu Liang Ye and the accounting firm that issued the audit opinion for its annual report. If it is the loss after the collapse of the 2008 stock market, it is likely that the "loss" of compensation will be more than Wuliangye a listed company to face, if it is floating losses, it seems that the value of investment is not serious. According to its query logic deduction, it is thought that Wu Liang Ye combined statement of business income virtual decrease, and then may hide the profit.　　If the only hidden income and profits, it is likely to be released in the future, but also in the year to reduce income tax payments, so as to obtain the benefits of deferred tax. However, the aforementioned lawyers have further explored the issue of "less consumption tax". If the problem of consumption tax is set up, and need five wave liquid to pay taxes, it is the real big bad for investors. If the losses of the investors who brought the lawsuit are the loss, then the lawsuit and the further discussion of the consumption tax is in fact contrary to the real interests of investors.　　So the question began to look funny.　　Tax potential rules before the lawyer said, through the analysis of Wuliangye from 2006 to 2008 Annual report, Wuliangye three years there is less than 1.951 billion yuan consumption tax suspicion.　　It should be emphasized that to probe into the consumption tax of alcoholic products is not a simple problem in itself, it is concerned with the rationality of consumption tax as a central tax, the necessity of levying excise tax on alcoholic products, the duplication of consumption after levying VAT, the need for the central government to make the right from wrong to the local and the enterprises, etc. Consumption tax is within the price of the tax, and can be offset at different levels of the value-added tax nature. According to the annual report of the five wave liquid, since May 1, 2001, the consumption tax in accordance with the price and from the amount of composite levy, that is, production links sales revenue of 25% and sales per kilogram1.00 yuan to pay, at the same time cancel the purchase of wine blending production can deduct its purchase wine has been satisfied with the consumption tax policy.　　April 1, 2006 after the production link sales revenue of 20% and sales of 1.00 yuan per kilogram to pay. In fact, in the case of liquor production enterprises, the operation of tax avoidance by setting up sales companies has become an unspoken rule in the industry. The operating process is not complicated, as long as the production of wine sold to their own sales companies, and then sold by the sales company at high prices, you can reduce consumption tax expenditure. Because the excise tax is a central tax and the income tax is a shared tax, so it can increase local revenue.　　Of course, the specific tax payment involves the management of the booking pricing arrangement, the transfer pricing method and the specific countermeasures of tax avoidance, which is not detailed. If at the end of the total assets calculation, Wuliangye 2008 annual supply and marketing company assets net interest rate as high as 24.81%, and Wuliangye Winery the ratio is only 0.37%. This contrast is likely to be the result of the tax avoidance operation, the profit will be transferred to the supply and marketing companies.　　However, this contrast is not unique to Wuliangye. Guizhou Maotai business structure and Wu Liang ye different, by its parent company production, its subsidiary of Guizhou Maotai Liquor Sales Co., Ltd. (hereinafter referred to as "sales Company") for sale. Although Guizhou Maotai in the annual report does not specifically introduce the specific financial data of the holding subsidiaries, but we can still analyze the parent company and the combined statement of the relevant indicators to understand the sales company's high profit margin.　　2008, Guizhou Maotai combined statement Assets Net interest rate and sales gross profit margin is 25.39% and 90.3% respectively, far higher than the parent company's 19.88% and 66.95% ratio. Interestingly, Guizhou Maotai shareholding sales company 95% of the shares, less than Wuliangye holding distribution company 99% of the shares. In this way, when the interests of tax avoidance are passed through the internal transaction price to the sales company, the shareholders of the parent company of Maotai in Guizhou are damaged more. At the end of 2008, Guizhou Maotai combined report has a minority shareholder equity of 259 million yuan, of which the main sales company's 232 million yuan.　　In terms of the final shareholder's equity, the profit margin of Guizhou Maotai minority shareholders in 2008 is as high as 77.76%, while the parent company has a thin net asset yield of 33.79%. According to the 2008 Annual report, Wuliangye sales of Wuliangye series of 75,800 tons of wine, Guizhou Maotai production of Maotai and 25100 tons of products, two companies business tax and additional consumption tax in the amount of the difference is not large, respectively, 423 million yuan and 488 million yuan. If simple according to sales or output to calculate the consumption tax per ton, then wuliangye less than 6000 yuan, Guizhou Maotai is nearly 20000 yuan. It seems that Wuliangye is more likely to pay less excise tax. However, the two companies in 2008 to achieve the operating income is not much, respectively, 7.933 billion yuan and 8.242 billion yuan, so that the unit operating income consumption tax is very close. If the product structure and other factors are taken into account, the conclusion of "less consumption tax" needs further exploration.Recover。 In the case of Wuliangye investors, the interest is more at stake not in the amount of business income of the distribution company is doubtful, nor the issue of less consumption tax, but almost already widely known in the capital market to the Wuliangye group to convey the interests of the suspicion.　　To explore this issue, we have to jump out of Wu Liang Ye's own business structure, from covering Wuliangye group and Yibin state-owned Assets Management Co., Ltd. a larger range to examine the interests of Wuliangye wine layout. Opened half a piece of cloth from Wuliangye group as a whole to examine, Wuliangye belongs to the industrial chain or the chain of interest links.　　Upstream, Wu Liang Ye need to the push group procurement of packaging materials; downstream, Wuliangye to Sichuan province Yibin Wuliangye Group import and Export Co., Ltd. (hereinafter referred to as "Import and Export Company") for sale. Incidentally, with regard to the aforementioned issue of the low consumption tax, the sale of liquor products to distribution companies for tax avoidance is beneficial to the interests of the parent shareholder, the investor.　　However, if the sale of liquor to import and export companies is based on the low prices for tax avoidance arrangements, it is the real outflow of investors ' interests. That is exactly the case. According to the 2008 Annual report, Wuliangye and import and export companies signed the agreement on the purchase and sale of export goods, valid for May 1, 2008 to December 31, 2010. Among them, Wu Liang Ye to the import and export company Supply agreement product charge price, Wuliangye liquor according to Wuliangye Winery sales to supply and marketing company liquor prices on the basis of 30% (excluding tax) and then increase the price of 29.25 yuan/bottle (including tax), the rest of the product price according to Wuliangye winery sales to supply and marketing company liquor prices on the basis of the increase of 30% (　　Excluding taxes). Obviously, the import and export company is likely to catch up with Wuliangye tax-dodging price of the car. According to our calculation, the supply and marketing company external sales prices are several times the purchase price to Wuliangye winery. 2008, Wuliangye to import and export company sales of finished liquor 4.133 billion yuan, the annual operating income of 7.933 billion yuan ratio of 52%.　　This is the key to the interests of investors. Over the years, Wuliangye by virtue of its unique, all-round, wide range of related transactions, attracting investors and the market a lot of eyes and saliva. February 2009, Wuliangye in the release of the 2008 Annual report, Social responsibility reports and 2009 daily related transactions and other announcements, and issued a plan to acquire Wuliangye Group and Wuliangye liquor production related to higher assets related announcements, including asset assessment reports and audit reports.　　This will resolve the upstream part of the huge and interconnected transactions that have been criticized by the market over the years, and can also be regarded as the "One-second listing" entering the real operation stage. According to the announcement, Wu Liang Ye intends to buy five assets in cash, which to the push group to buy its direct and indirect holdings of Sichuan Yibin Push Group 3D Co., Ltd. (hereinafter referred to as "3D Company") 100% Equity, Sichuan Yibin Puguang Technology Co., Ltd. (hereinafter referred to as "Universal Light Company") 100% As well as Sichuan Yibin Plath Packaging Materials Co., Ltd. (hereinafter referred to as "Sylvia") 100% stake, the other two are global group held in SichuanProvince Yibin Universal Shenzhou Glass Co., Ltd. (hereinafter called "Shenzhou Glass"), Sichuan Yibin Universal Glass Manufacturing Co., Ltd. (hereinafter referred to as "glass") each 100% equity.　　The valuation of the five equity assets was valued at $3.817 billion by the Sino-Union Assets Assessment Limited (hereinafter referred to as "The Sino-Union Assessment").　　According to the annual report, in 2008 Wuliangye to the above Sylvia, 3D Company and glass three companies to pay the "procurement of goods and services" amount of up to 1.201 billion yuan, mainly to buy caps and wine bottles, trademark anti-counterfeiting products and Security Shockproof series, accounting for the annual operating costs of 3.618 billion yuan ratio of 33%. Wu Liang Ye proposed to acquire five equity assets, Sylvia's situation is special, and suspicious. The concrete performance has three. First, its amount is "big" in five assets, the value of which is as high as 3.426 billion yuan, accounting for 90% of the total estimate, and second, its balance-sheet ratio is only 7.78%, well below that of four other companies; third, its value added rate is only 90%,　　It's a far cry from the value added of 1 time to 7 times times that of other companies.　　Pushlu ticket? In fact, the biggest asset-Sylvia's very low value-added rate is only a "camouflage". Sylvia was founded on August 29, 2008 with a registered capital of 150 million yuan, which was set up by the push group with the assessed alcohol-related assets and liabilities and some cash contributions.　　At that time, according to the evaluation report issued by the Sino-Union assessment, the base date was June 30, 2008, the date of issuance of the report was August 25, 2008, and the related assets and liabilities of the liquor were assessed by cost method. That is to say, before the assessment, the assets of Sylvia had been evaluated once, and the value added of the assets had been reflected in the previous assessment. In particular, the assessment at that time was that the book value of assets was 2.681 billion yuan, valued at 3.668 billion yuan, the value added was 987 million yuan, the value added was 36.82%, the debt value was 29.06 million yuan, the value was 29.06 million yuan, no change　　The net Assets book value is 2.39 billion yuan, the evaluation value is 3.378 billion yuan, the appraisal increment 987 million yuan, the increment rate 41.3%.　　It is noteworthy that the August 31, 2008 Wu Liang Ye proposed acquisition of the five assets of the evaluation methods are two methods, namely, the asset base law and the income method-Cash Flow discount method (DCF), and Sylvia was established when the assessment is only the use of the asset base law.　　According to the disclosure of Wuliangye, "push group intends to set up a new company Project Asset Appraisal report with the wine related assets and liabilities, the main reference includes the Push group 2005, 2006, 2007, June 2008 financial Statements and audit reports, but the details are unknown."　　However, in the assessment report on Sylvia, which was issued on December 4, 2008, it was introduced that the push group used to invest in Sylvia's operating assets in recent years to simulate assets, financial situation and operating performance profile.Earlier, some experts suspected wuliangye through linked transactions to the push group to convey benefits. According to the statistics of the data, 2003 push group total assets yield of up to 9.74%, net assets yield as high as 55.02%. Table 2 shows that, compared with some indices of the push group in the past 2003 years, the yield of the total assets of the push group has changed little in recent years, but the return on net assets has declined sharply, and 2006 is only 9.4%.　　The reason for the decline was the very low balance-sheet ratio of the push group liquor-related business, which was only 10.58% at the end of 2006. The former experts have calculated that at the end of 2003 push group total assets of 2.553 billion yuan, the ratio of assets and liabilities 82.3%, according to this calculation then have a liability of about 2 billion yuan, net assets of 500 million yuan. Table 2 shows that at the end of 2006, the net assets of the push group liquor related business were 2.6 billion yuan and the liabilities were only 308 million yuan.　　In other words, three years, the push group net assets increased by 2 billion, the debt reduced by 1.7 billion yuan, the change is not small. The specific reasons for this huge change are well worth exploring. Do you earn more than 600 million net profit every year in three years? This is inconsistent with the net profit of less than 300 million yuan a year in recent years. Or is the shareholder to increase capital to expand shares? But in the industrial chain around Wuliangye wine, this huge increase in capital to expand the capital from where? Or, the push group itself is still in debt, but in order to maximize the cash, so that the vast number of assets and a small amount of debt to be bought Wu Wuliangye to buy liquor-related business?　　If so, what are the other business operations of the push group, and are the huge liabilities and the small amount of net worth buried in other business-poor difficulties?　　In fact, the push group liquor-related assets First evaluation of the establishment of Sylvia, and then to the evaluation of Sylvia to Wu Liang Ye, this "superfluous" style of operation itself is not reasonable, not only increased the operation of the relevant links, but also a more assessment and related costs. At the same time, there are congenital deficiencies in the evaluation of the liquor-related assets of the push group. Because of the existence of Wuliangye, it makes the push group liquor-related assets have significance and value. So, the essence of the acquisition is that Liang Ye spend a huge sum of money to buy because Wuliangye has become valuable assets.　　Therefore, in terms of Wuliangye, this evaluation of the push group assets is essentially a lack of independence. Depreciation "Art" according to the evaluation report, in the push group liquor-related assets, the net value of the building valuation rate of 26.06%, mainly from the value of the original values and push group to determine the depreciation years shorter than the housing structure of the economic life span of the comprehensive cause. According to reports, the related housing construction assets from 1998 to 2007 into the construction, because the construction cost is lower than the current construction costs (especially the three materials and labor costs), resulting in the original value of the building evaluation value. Compared with the building increment rate, the value of land use right in the push group liquor-related assets is 192.66%,Mainly due to the lower carrying value.　　It would be easy to understand if the higher value-added ratio of a building is better than the higher value-added ratio of land use. The assessment of the net worth of equipment in the wine-related assets of Pu-shi group-as high as 177.59% per cent-seems to be contrary to people's general understanding, as machine equipment tends to depreciate due to technological advances and other reasons. At that time, the push group liquor related assets Evaluation value added 987 million yuan, of which equipment value-added 753 million yuan. According to the introduction, the push group for machine equipment in the 6-10-year depreciation, and in the evaluation process of 14-18 years to determine the depreciation rate of equipment, the assessment of the new rate (65.65%) is greater than the comprehensive new rate (27.28%), resulting in the evaluation of net value increase.　　In addition, most of the related machinery and equipment was built from 1998 to 2003 and put into use, some of the machinery and equipment in recent years the market price increases, but also an important reason to assess the value added. If the evaluation results are objective, we can understand that the push group's depreciation policy is radical, similar to the adoption of accelerated depreciation method. Objectively, this accelerated depreciation benefits a lot. First, you can increase the depreciation costs of the past few years, so as to conceal the high profits obtained from Wuliangye through associated transactions; Secondly, after full communication and consultation with the tax department, we can reduce the enterprise income tax expenditure; third, because the sales price formulation often adopts the method of cost addition, and because the push group's products are mainly for Wu Liang Ye,　　It is also not possible to market benchmark prices, so higher depreciation costs can increase costs, to obtain higher associated transaction prices. For Wuliangye, not only in the past may be associated with the exploitation of transactions, but also for the radical depreciation policy, the future may even in the income tax deduction and so on some trouble.　　In fact, similar equipment value-added and "accelerated depreciation" are not unique to the push group liquor-related assets. According to the introduction, 3D Company's net worth evaluation rate of 30.55%, mainly by the original value added and 3D company fixed depreciation years shorter than the estimated economic life expectancy, 3D company pay attention to equipment maintenance synthesis.　　At the same time, 3D Company's main equipment from 2003 to 2006 to build, due to the recent increase in material prices, driving the above equipment market price increases, resulting in the value of the original equipment evaluation. However, at the same time, the 3D company in 2008 1-August to achieve profitability, the main reason is the previous 3D employees of the equipment and production technology is not high proficiency, resulting in 3D Company's main products plastic film scrap rate higher, resulting in losses.　　Such "low proficiency in equipment and production processes" should be a negative factor in assessing the value added of the equipment concerned, whether the assessment company has taken full account of it or not paying attention to such "details". Put aside the questions of evaluation and operation. After all, Wu Liang ye upstream of the related transaction issues will be resolved, one-second of the overall listing would also enter the real operation stage. So, the next step for the import and export company's further integrationIt becomes an investor's "good expectation", and it will become an important time window to enhance the investment value of Wuliangye. But things may not be moving very quickly. We believe that Wuliangye is very delicate about the timing and purpose of the relevant operation. First, compared with the integration of import and export companies, push liquor asset stripping evaluation and other operations more complex, wuliangye in the integration sequence is difficult after easy, very likely because of the related prices, market-oriented reasons such as import and export company's interest space is even greater; second, the full range of upstream and downstream related transactions need to be resolved gradually, Thus forming information buffering and smoothing, otherwise it is easy to expose more concealed data; third, after the upstream related transactions associated with the acquisition of assets, Wuliangye cash stock rapid decline, still need a certain amount of time to accumulate to expand again, so as to achieve the resurgence of Wuliangye group.