China Bead Holdings play Rubik's Cube 2 million profit magically change 200 million

November 16, China Bead Holdings (600568, closing price of 13.43 Yuan) issued a notice, ready to be held by the holding subsidiaries-Beijing century Bead Real Estate Co., Ltd. 51% of the stake sold to Zhuhai Qian Sheng Investment Co.,　　The transfer price of 230 million yuan, the sale of the plan can be thickened in the pearl holding about 200 million yuan in pre-tax earnings. This seems to be a simple announcement, but the Chinese-pearl holdings have been pushed to the forefront. Because in the last year, the predecessor of the Pearl Holdings--st, has become a major shareholder of the listed company Zhuhai China Pearl Co., Ltd. has made a commitment to the completion of the reorganization, listed companies 2009-2011-year net profit of not less than 146 million yuan, 167 million yuan and 86 million yuan. But the first three quarters of the net profit was only 75 million yuan, four quarters of the company to achieve at least 92 million yuan to meet the original profit commitment. This is difficult for listed companies to do in three months only on a day-to-day basis.　　And the transfer of Beijing beads, as long as the listed companies do not appear in the four-quarter loss, so large shareholders even if the promise of profit, no cash compensation.　　However, the daily economic news reporter in-depth study found that, as of last year's annual report, the listed companies a total of 8 incorporated in the scope of the merger statement, the choice of the transfer of Beijing beads, and Beijing to bring the company so large transfer proceeds, but is playing an accounting game. Injecting assets by book value goes back to 2009 years. The predecessor of the bead Holding company is St latent medicine, 2007, Zhuhai Zhong Zhu Co., Ltd. from Dongsheng Group, Xi ' an Fenghua Qianjiang pharmaceutical a total of 37.6 million shares of restricted shares, become a controlling shareholder of listed companies. August 2009, the Pearl shares to evaluate the value of the basis, the valuation of 626 million yuan, to the listed companies in Beijing Beads 51%, 100% and other 6 subsidiaries of the company, of which Beijing beads book net assets of 43.8122 million yuan, evaluation of 450 million yuan, corresponding to 51% of the equity value of 229 million yuan.　　At the same time, listed companies to 242 million yuan price set out Jisheng pharmaceutical 50%, Hubei Dongsheng 98.68% Equity, the difference by the listed companies to the Sino-Pearl shares of the non-public offering to complement. It is worth mentioning that in this reorganization of assets, although the equity pricing is based on the evaluation of the market value after the assessment, but because the listed companies and the injected company has a large shareholder, so in the accounting processing, the asset injection can not be regarded as a purchase, and can not confirm the proceeds.　　This is because in the view of the large shareholder, this kind of behavior is only a kind of integration of its resources, and the economic resources that can be controlled before and after integration have not changed.　　Specifically, upon completion of the delivery, due to the holding of the Chinese Pearl Holdings in Beijing, the pearl of China should be included in the scope of the consolidated statement, and it is considered to be a subsidiary of the company, with the Beijing-Zhuhai assessment of the value of assets before the valuation, the book value of the debt, "purchase price" 229 million yuan in the accounting In this way, the listed companies spent 229 million Yuan "bought" Beijing Zhong Zhu 51% Equity, in the consolidated statement, the book value of Beijing beads only reflects more than 40 million yuan (before deducting minority shareholders ' interests).　　And such accounting treatment seems to have been the sale of China's Pearl holdings in Beijing, the Pearl stake in the foreshadowing.　　When the sale is based on the evaluation value of the reorganization, the Sino-Pearl share commitment, after the reorganization is completed, the listed company 2009-2011 years net profit should not be less than 146 million yuan, 167 million yuan and 86 million yuan, otherwise the cash compensation. 2009, China Bead Holdings achieved net profit of 147 million yuan, barely passed. And in the first three quarters of this year, China Bead Holdings only achieved 75 million yuan net profit, to complete the profit commitment, the last three months must achieve 92 million yuan net profit.　　This is a task that is almost impossible to accomplish in the day-to-day operation of the Chinese bead Holding. From the relevant data, the big shareholders in the Pearl shares of funds face is not well-off. As of the middle of this year, the 78.6 million shares held by China Bead Holdings have been pledged.　　Once the Sino-Pearl holding this year's net profit can not meet the target, China bead shares to come up with tens of millions of real money to the listed companies, the impact on its financial situation is more likely.　　But after the listed company sold the 51% stake in Beijing, the problem of the shares in the pearl seems to be solved. The announcement shows that as of July 31, Beijing, the owner of the book owners equity of 41.3369 million yuan, the evaluation value of 452 million yuan, value-added rate reached 993%, and its 51% equity corresponding fair value of 231 million yuan.　　The final transfer price of the Beijing-Zhuhai is based on the evaluation value and determined to be 231 million yuan. This way, in the original 229 million Yuan "bought" Beijing Beads 51% Equity, a year later to 231 million Yuan sold, originally "profit" only more than 2 million yuan, but because Beijing beads book net assets of only more than 40 million yuan, so in the sale of shares can get about 200 million yuan pre-tax income.　　At this point, a 2 million yuan to 200 million yuan accounting Rubik's game successfully completed.　　Company: The transfer is the protection of shareholders ' interests yesterday (November 23) afternoon, "Daily economic news" reporter called the Sino-Pearl holding Dong-chu, want to further understand the company to sell the stake in Beijing. One company, who declined to be identified, told reporters that the reason for selling the stake in Beijing was mainly business. "Beijing in the Pearl main real estate, is responsible for Yue West Jiayuan project development, but Yue West Jia Garden until now demolition has not been successfully completed." And now the policy for the vacant time is too long land will be recovered, if the delay, the risk of this project will be far greater than the proceeds, so we decided to transfer the stake in Beijing, which is to protect the interests of listed companies shareholders. "However, a former financial manager of a listed company said to the daily economic news reporter that China and the Pearl holdings in the transfer of the reorganization of the listed companies into the equity to achieve the profit commitment, itself on the interests of the listed companies have damage." Because of this, then the Beijing beads into the listed companies become meaningless, Beijing has not been to the listed companies to taketo any improvement in economic interests and fundamentals.