Layer-by-layer restructuring holding blue Fung Biochemical Yang Zhenhua 700 million way of wealth

21st Century Economic Report Sujiang Shanghai, October 15, Jiangsu Blue Fung Bio-Chemical Co., Ltd. (hereinafter referred to as "Blue Fung Biochemical") will be the pioneering board. According to the disclosure revealed that the actual control of the people Yang Zhenhua through the layers of restructuring, successful holding of the Blue Fung Biochemical.　　The reporter found that its restructuring process is full of "not in place", pricing too low and other doubts. Yang as the Blue Fung biochemical holding shareholder of Jiangsu Su-Chemical Group Co., Ltd. (hereinafter referred to as "Su-chemical group") in the former management layer, through the establishment of green investment in 2003, the first successful holding of the Soviet group, and then in the biochemical predecessor of Xinyi Agricultural Transformation in 2004 in the restructuring of the　　Finally through the blue abundant biochemical listing success to achieve wealth appreciation.　　And as the actual control of green investment Yang Zhenhua, through green Investment and Su-chemical group contract held the Blue Fung biochemical listed about 12,152,179 shares. To the Blue Fung biochemical distribution after 74 million shares, the company 2009 diluted earnings per share of about 1.25 yuan, corresponding to the SME board on average 50 times times the issue price P/E price of about 62.5 yuan.　　Then Blue Fung Biochemical once successfully listed, Yang Zhenhua individual holding stock market value will be about 759 million yuan.　　"Funding is not in place" of the information revealed that the current Blue Fung biochemical total of four corporate shareholders, of which Su-Hua group to 41.61% of the proportion of the largest shareholder, Huayi Investment, green investment and investment in the state Ka Holdings respectively 39.98%, 15% and 3.41% of the equity.　　However, due to green investment in the Soviet Union's largest shareholder and holding 61% of the equity, which makes natural Yang Zhenhua through the holding green investment 51% direct and indirect holdings of Blue Fung Biochemical about 56.61% of the equity, become the company's actual control.　　According to the disclosure, the predecessor of the Blue Fung biochemical plant in Jiangsu province Xinyi Pesticide Factory was established in 1976, its inception for the state-owned, April 1997 Xinyi Pesticide Factory started restructuring, and eventually restructured into internal staff shares and natural shares of joint-stock enterprises.　　In this system, the net assets of Xinyi Pesticide factory were 36.4812 million yuan, and only 4.9326 million yuan were left after the land use right, the right to use and the cost of medical treatment and assets assessment for retirees were paid.　　And 1468 members of the staff of the stock holding, the restructuring of the company's Xinyi pesticide investment of 4.3836 million yuan, accounting for about 88.87% of the total capital, the remaining 11.13% of the equity, by the Lianghua and other 19 natural persons total capital contribution of 549,000 Yuan subscription. Although March 1998 Jiangsu Xinyi Accounting firm issued a capital verification report, Xinyi pesticides 4.9326 million yuan in place.　　However, the fact is that the 4.3826 million-yuan contribution of the employees ' shareholding will only pay 2.5 million yuan and 2.4326 million yuan in December 1999 and December 2000 respectively. In addition, Xinyi pesticides and Xinyi State-funded bureau is also in the restructuring of the two years after the January 16, 1999 to amend the "Enterprise Property Transfer agreement." NoOnly in this way, of the 19 natural shareholders in 1997, 18 of the natural person shareholders are also not in place.　　Until the end of June 1998, the $549,000 subscription was not yet in place.　　This means that, whether it is a staff shareholder or other natural shareholders, they have actually funded the assets assessed on April 25, 1997 as the deadline for the day from 1999 to 2000.　　According to Lenfeng biochemical Disclosure, November 1998, Xinyi Pesticide held shareholders will agree to increase the company's capital of 100,000 yuan, this part of the original 19 natural person shareholders of 14 people in the money to pay for recognition.　　It is inconceivable that, after the completion of this replenishment, 19 of natural person shareholders, including Zhang Junbo 18 shareholders in place to invest 380,000 yuan, combined with the previous up to 1998 years, 280,000 yuan funding is not in place can be calculated, the increase of 100,000 yuan after the increase in the capital of 1 cents is not in place.　　In fact, it was not until October 2000 that the 18 natural-person shareholders, after paying their contributions, also had a capital contribution of $57,000.　　4 years later, in April 2004, the 7 of the above-funded natural shareholders transferred their shares to Liang Hua, the latter in the assignee made up of 57,000 yuan not in place to finance.　　In this way, the stock ownership structure of Xinyi Pesticide has a 87.1% stake in Xinyi Pesticide trade union, and the other 10 natural persons total hold the remaining shares, of which the natural person Liang Hua 346,000 yuan to hold a 6.88% equity. May 2004, the Xinyi pesticide held a general meeting, agreed that the staff shareholding and 9 natural persons will be all the shares transferred to the Liang Hua, At the same time, Liang Huazhong and Su-hua group respectively contributed 2.3174 million yuan and 7.65 million yuan to Xinyi agriculture to increase capital; After the completion of the change, Su-Liang Hua Group holds 15 million of the registered capital of 51%, holding the remaining 49% of the equity, the company also changed to Jiangsu Su-group Xinyi Agrochemical Co., Ltd. (hereinafter referred to as "　　Xinyi ").　　It should be pointed out that prior to this, the number of Xinyi pesticide workers has changed from 1468 to 38 people (including the 10 natural stockholders of Xinyi pesticides), and the Liang Hua of this round of the shares and the increase in capital is the principal shareholding behavior. According to the disclosure, from the beginning of March 1998 to August, there are 44 employees additional investment, 5 new workers to join, which makes the total number of employees in the above shares will become 1473 people, 　　Total investment of 4.6666 million yuan; July 2000, in order to respond to Xinyi deepening the needs of enterprise restructuring, the employee shareholding will begin a long period of 4 years of clean-up process, as of May 2004, a total of 1447 people withdrew from the staff holding, withdrawal amount of 4.4901 million yuan; at the same time, 38 natural persons were allowed the above-mentioned withdrawal of the employees. Among them, Lianghua funded the final employee shareholding will be 6.701 million yuan of 2.1848 million yuan. After the employee's shareholding will be dissolved, Liang HuaAs a representative of the identity of the 4.3836 million Yuan Xinyi pesticide equity and investment of 2.3174 million yuan to participate in the company to increase capital.　　On the pricing of the restructuring of the Su-chemical group at first glance, in 2004 suddenly appeared to become Xinyi agricultural control shareholders of the Su-chemical group as the state-owned enterprises, but carefully, this was founded in November 1990, the large-scale chemical enterprises in the 2003 restructuring has become a private capital holding. Data show that, in November 1990, the group was established, the enterprise of the registered capital of 103.735 million yuan was designated as a national and collective joint venture.　　Since then, the Soviet Union in 1996 after restructuring into a wholly state-owned company, registered capital has been raised to 216 million yuan. Around the end of 2002 and the beginning of 2003, Su-Chemical group to undertake a new round of restructuring, including Suzhou Green Investment, China Chemical Construction Corporation, Hebei Man-nature chemicals, Suzhou Trust and Beijing-Cheng joint venture to buy the Suzhou industrial investment company Holdings of the Soviet Union 100% state-owned shares.　　After the completion of the acquisition of the 5 companies holding the Soviet group 56%, 16%, 12%, 10% and 6% of the shares, of which the Suzhou Trust bought the shares of the Yangtze River investment commissioned by Suzhou.　　What needs to be explained is that the Green Investment company was founded on May 4, 2003, is apparently set up for the acquisition, including Su-Yang Zhenhua Group chairman of the 10.2 million-yuan subscription of 20 million yuan registered capital of 51%.　　There are indications that, in order to determine the pricing in this restructuring, the acquirer will do its best to reduce the price of the purchase.　　According to the evaluation report issued by the Beijing Zhongzhou Guanghua accounting firm, the valuation value of the net assets of Su-Hua group is about 333 million yuan as at September 30, 2002. However, on January 10, 2003, the Board of the company said that "it is expected that after the divestiture of the assets, the net assets will be significantly reduced", thus reducing the registered capital from the original 216 million yuan to 105 million yuan.　　Since March 20, green Investment and other 5 legal persons and Suzhou provinces and cities to sign the transfer of state-owned assets agreement. Then, because of Jiangsu Yongtai Asset Disposal Co., Ltd. 3 investment units do not participate in restructuring of the reduction of net assets of 6.0851 million yuan and the divestiture of net assets of 124.0808 million yuan (including up to 72.4108 million yuan staff placement fee),　　The original net assets of 333.0726 million yuan were correspondingly reduced to 202.9067 million yuan. In this room, there are two policy cover for the restructuring of the Soviet group, the first is the Suzhou government in 2002 issued 81st text ("On the city of the state-owned enterprises in the reform of the views of some issues"), the enterprise restructuring by adjusting the net assets after the divestiture, in the transfer of the price to adopt a negotiated pricing method, In order to encourage one-time payment can be down 10%, holding more than 60% of the float 10%, the shareholding reached 100% can be further down 10%, because of the group's 100% equity shares are one-time transfer, so you can enjoy 30% of the price discount; and Suzhou Enterprise restructuring office in 2003 approved the opinion, but also magnified the preferential space, "in view of the Soviet Union in the past few years operating performance, state-owned assets greater value, agreed to net the transfer of state-owned net assets, according to the municipal government [2002]81 document regulation 30% on the basis of the lower 10　　%, as a reward for the annual contribution of the business.　　As a result, the final transfer price was determined to be 127.8311 million yuan after several steps of the company, which had a net worth of 333 million yuan, had been reduced, reduced and stripped and enjoyed a 37% discount on price concessions.　　Among them, green investment, as a management shareholding, invested 63% of the discount of 65.3359 million yuan to buy 56% of the equity, the remaining 44% of the equity by the other 4 legal persons in accordance with 70% of the preferential contribution of 89.2789 million yuan purchased.　　Need to point out that green investment in the acquisition of 65.3359 million yuan only 20 million yuan for their own funds, the remaining 46 million yuan from the former branch of the Suzhou Road, ICBC 46 million yuan to paragraph. After the completion of the restructuring of the Soviet group, in May 2004 through the increase in investment into the Xinyi of the controlling shareholder, Green Investments in 2007 also participated in the Soviet Union, Hua Yi Investment (the newly established Huayi Investment took over the Liang Hua in the entrusted shareholding) an increase in capital,　　Also with the contribution of 3.3835 million yuan has become the new shareholder of Xinyi Agrochemical. Finally, the agricultural transformation of Xinyi in 2007 completed the overall change for the joint-stock company, and officially renamed the Blue Fung Biochemical. January 2010 The Company before the listing of up to 15 yuan per share of the price introduced a VC identity investment.