Changbao Steel pipe Perfect deduction The double counter investigation of 0 asset transfer and investment projects

Sujiang Zhang June 30, from Changzhou, Jiangsu Changbao Steel Pipe Co., Ltd. (hereinafter referred to as "CHANGBAO steel Pipe") of the SME Board application.　　According to the Changbao Steel Pipe's previously announced prospectus, the company plans to issue 69.5 million shares, accounting for about 17.37% of total equity after issuance, and is expected to raise 773.816 million yuan to invest in a project called "ERW660 welded pipe". Data show that this is engaged in all kinds of steel pipe and steel smelting and other related business of the company's actual control of Cao Jian, is in 2003 when the company restructured to 0 of the price of assets from Changzhou electromechanical state capital, while the share of the other 26 companies operating layer; However, shortly before the restructuring,　　Changzhou electromechanical state capital from Baosteel Group in the hands of the 86.8% share price is far higher than this figure. More importantly, since last year, the United States and Canada for China's seamless steel pipe "double counter" investigation (anti-dumping and Countervailing Investigation), the regular 2009 years of Baosteel's net profit fell by 26.47%　　, and the company's forecasts in the prospectus suggest that the company's net profit this year will still fall by 15.41% compared with the last. In the company to raise funds to invest in the ERW660 Welded pipe project, only revealed that "the outer diameter is more than 406.4mm oil and gas pipeline pipe is not in the United States ' double-counter ' investigation scope", and the company can produce oil and gas pipelines, oil casing and building structure with the caliber of the 219-660mm,　　However, the prospectus does not disclose the proportion of the products with diameters greater than 406.4mm, which makes "the future economic benefits of raising funds have certain uncertainty".　　0 transfer of assets?　　Changbao Steel Pipe In the history of development, has experienced 3 major equity transfer, including the last time from the Changzhou electromechanical transfer to Cao Jian and other 27 natural persons, but also staged a carefully laid out "0 asset transfer" drama. The predecessor of Changbao Steel Pipe was established in June 1989 Baosteel Group Changzhou Steel Plant, after the first time in 1999 by the company system specification of Changzhou Baosteel Steel Pipe Co., Ltd. (hereinafter referred to as "Chang Steel Company"), after the restructuring of the 228 million Yuan capital for Baosteel Group and Changzhou Metallurgical Holding capital,　　Baosteel Group and Changzhou Metallurgical holding shares of 86.8% and 13.2% respectively, the latter held a stake in August 2000 was transferred to the newly established Changzhou electromechanical state capital.　　May 2003, Baosteel Group held its 86.8% stake in the Chang Steel Company to 39.07 million yuan for the transfer of electrical and mechanical state capital of Changzhou, so Changzhou electromechanical state capital to become the sole shareholder of Chang Steel Company. It should be pointed out that Baosteel Group's transfer pricing is based on the assessment by the Chinese assets Evaluation Company on May 31, 2002, and its assessment results show that the net assets of the company are 48.4712 million yuan, and Baosteel's shares hold 86.8% Equity equivalent of 42.0731 million yuan, but the final pricing is determined to 39.07 million yuan, but due to the Changzhou electromechanical state capital recognized the company "deepen the reform of the costs of other people", so eventually did not pay the transfer; In addition, Baosteel Group also paid the company 2000 years back the balance of staff costs 26.5322 million yuan. After six months of December 2003, Changzhou electromechanical state capital will hold 100% of Chang Steel Company's equity transfer to Cao Jian and other 27 management layer, which as the company's chairman Cao insisted that there is a 42% stake; Since then, the company has changed its name to Changzhou Changbao Steel Pipe Co., Ltd. and Jiangsu Chang Baosteel Pipe Co., Ltd.　　The nature of the company has also become private from the original state.　　However, after several rounds of bad debts, divestiture and land compensation, Changbao Limited became a 0-asset company, with 27 companies, including Cao Jian, making a 100% per cent stake in the company's 10 million-dollar investment. The transfer is based on the evaluation report of the Changzhou National Union assets appraisal firm on July 31, 2003 as the base day, and the net assets of Chang Steel Company are only 15.4354 million yuan, which has shrunk nearly 70% compared with the evaluation value given by Chinese assets a year ago.　　This undoubtedly brings the gospel to the acquisition of 27 natural persons such as Cao Jian.　　It is worth mentioning that in the prospectus published in another data is that, with July 31, 2003 as the benchmark date of audit, Jiangsu notary accounting firm after the audit concluded that the company's net assets as high as 69.6777 million yuan. The company explained that this audit report was implemented in 2003 in the "Industrial Enterprise accounting System", the accounting policy for the provision of bad debts of accounts receivable is based on the balance of 5, the report "Audit purpose is the specific purpose of enterprise restructuring, Only clearly listed in the Changzhou Municipal Finance Bureau approved the write-off of bad debts loss of 22.7682 million yuan, after the determination of the company's equity transfer net assets of the remaining receivables in the age of 1-8 years of 10%, 8 years or more, according to 100% deduction of bad debts loss, the amount of 23.1972 million yuan.　　This alone, the company's net assets shrank to 45.9654 million yuan.　　After the second assessment report of 15.4354 million yuan of net assets, Changzhou electromechanical state-owned steel company has carried out asset stripping and policy stripping, Chang Steel Company's net assets are adjusted to-57.6545 million yuan. The immediate aftermath is land compensation.　　According to the disposal plan issued by the Changzhou Land Bureau, Chang Steel Company has three total of about 254200 square meters of land transfer is determined to 63.5427 million yuan, in the deduction of the payment of land transfer, the land use Rights transfer gold 57.6545 million to increase state-owned capital, into the Chang Steel Company. At this point, the company's net assets are perfectly zero.　　Cao Jian, such as 27 natural persons total investment of 10 million yuan after the company won the 100% Equity, Cao to 42% of the equity to become the company's actual control person. Raising the investment project involves "double counter" investigation according to the Changbao Steel pipe published prospectus Declaration, the company will be used to raise funds to invest in ERW660 welded pipe project, by its wholly-owned publicDivision Changbaode won the specific implementation of the total amount of money raised amounted to 773.816 million yuan. After the completion of the project, can produce ERW welded pipe 300,000 tons of light pipe.　　Among them, ERW welded pipe after the deep processing of the finished products for the oil and gas pipeline pipe, oil casing and building structure pipe, caliber in 219mm-660mm.　　And a large part of this specification is included in the United States and Canada for China seamless steel pipe "double counter" survey range. April 24, 2008, the U.S. Department of Commerce decided to import from China's ring-shaped carbon pipeline pipe launched anti-dumping and countervailing investigations, the products involved in the outside diameter of 406.4mm oil and gas pipeline pipe.　　Raise capital production project produced welded pipe caliber in 219mm-660mm, and the product has intersection, that is, the production project in the 219mm-406.4mm oil and gas pipeline pipe will be levied anti-dumping rate of 101.1%, plus countervailing duty rate 35.67%, a total of 136.77% of the comprehensive tax rate.　　The reporter tried to check the fund-raising project, the proportion of the products that need to levy the tax rate, but failed to find the relevant data in the prospectus declaration.　　April 8, 2009, USS United States, Maverick Steel Pipe Company and other 7 steel pipe Mills and steelworkers union requested the U.S. Department of Commerce and the International Trade Commission to China's oil pipe (OCTG) anti-dumping and countervailing investigation, covering all specifications of products.　　The welded pipe casing produced by the fund raising project if exported to the United States, a tax rate of 12.46% will be levied against the countervailing duty and 99.14% of the anti-dumping duty, the two tax total of 111.6%. And for the fund-raising project received "double reverse" investigation of the impact of the Changbao steel pipe is not taboo, said in its prospectus: "The issuer of management that if the tax rate remains unchanged, the issuer's products will not be exported to the United States." "Not only exports of U.S. products are affected, Changbao steel pipe on Canadian exports are also" double counter.　　However, unlike the United States, the Canadian "double Counter" survey is based on the principle of parity, that is, in actual exports, Chinese enterprises will be exempt from taxation as long as the export price is higher than the established normal value, if below this standard price, will pay the difference as anti-dumping duty. Chang Steel pipe In the prospectus also disclosed that the company as 12 Canadian "double counter" investigation of one of the respondents, the final decision to send a pedestrian subsidy tax of 167.18 yuan/ton, dumping margin of 86.33%.　　However, because the number of products exported to Canada is very small, far lower than the amount of exports to the United States, this part of the tax rate on corporate profits less impact. So, how much will the "Double counter" survey affect the profitability of the fund-raising projects? The company did not specify.　　One set of data that could be referenced was that, in 2007-2009, the "Double Counter" survey was 13.79%, 29.49%, and 24.07% of the net profit for Changbao steel tubes respectively. In the companyIn its earnings forecasts, the company expects a net profit of about $163.0749 million to be attributed to the parent company in 2010, which will fall by 15.41% per cent compared with 2009　　, and the net profit of 192.7834 million yuan, which belonged to the parent company in 2009, also fell by 26.47% compared with 2008. Although Changbao Steel Pipe said, if the company through the Shanghai Hardware and mineral import and export company agent way to export its products, the comprehensive tax rate can be reduced to 43.35%.　　However, the likelihood is that the number of products that can be exported through these agents occupies the proportion of its total exports, and how the cost of acting exports through the company is calculated, which is not explicitly shown in the prospectus's report. The reporter tried to connect Changbao steel pipe dong secret Zhao Dan inquire about this matter, but Changbao steel Pipe said Dong secret travel, and the securities department all colleagues are not.