Hongcheng shares reorganization was questioned by the agency injection of asset assessment referred to water

"Just find a garbage company, out of the other side can not refuse the conditions, and then infinitely enlarge their own company value, plus a set increase circle of money, it is more convenient than a broken head to the IPO?" August 5, a Hongcheng shares (market, interrogation) (600566. SH) Company assets Reorganization Plan of the body to this reporter blunt. August 3, the two-month suspension of Hongcheng shares issued a major asset replacement and issue shares to purchase assets and raise supporting funds and related transactions report (draft). The reorganization of the company consists of assets substitution, issuing shares purchase assets and raising supporting funds. According to the reorganization plan disclosed, the Hongcheng shares with the asset base law evaluation of the proposed company all assets valuation is 604 million yuan, the value added 29.25%; The proposed assets evaluated by the income Method-Jichuan Pharmaceutical Group Co., Ltd. (Jichuan Pharmaceutical) are valued at as high as 5.6 billion yuan and the value added rate is up to 509.56%. "The biggest beneficiaries of the company's asset restructuring plan for so long have been the original major shareholder and the restructured party." The company set out 600 million of assets in vain to the original major shareholder Jinzhou Hong Tai Real Estate Investment Co., Ltd. (follow), Jichuan Pharmaceutical industry is not paid, not only can take this opportunity to increase the nominal circle of money 1.8 billion, but also accounted for the majority of the restructuring of the company's equity. Wouldn't it be cheaper, quicker, and more lucrative to make new offerings than IPOs? "In this respect, there are circulating stock shareholders complained. "In our view, the most difficult thing for investors to accept is that only the reorganization of both sides of the management has the best interests, while the other tradable shareholders have nothing." "The aforementioned institutions also said. On the same day, the company's securities ministry responded that "there are different views of the shareholders of the circulating stock, the company can express understanding." However, the company's asset restructuring plan can not be adjusted. At that time, the shareholders of the circulating stock can express their opinions at the general meeting of the company. If all the shareholders in the circulating stock vote to veto the bill, the company can only accept. "Injected into the assets," according to the Hongcheng shares announced that the company proposed to put the book value of assets of 918.7204 million yuan (combined statement caliber), the evaluation value of 5,600,150,000 yuan, value-added rate of more than five times times. The company said that the company intends to issue shares to all shareholders of the Jichuan pharmaceutical industry to purchase its 100% stake in the Jichuan pharmaceutical industry exceeds the difference between the value of the proposed asset. After the two spreads, the amount of assets purchased by this issue shares about 5 billion yuan. At that time, Hongcheng shares to be 8.18 yuan/share price, to Jiangsu Ji Chuan Holding Group Co., Ltd. (Jichuan Holdings), Cao Longxiang, Zhou, Huajinzi days, Tibet Heng Chuan Investment Management Center (limited partnership) (Heng Chuan Investment) Total issued about 611 million shares. Of these, about 517 million shares were issued to Jichuan Holdings. In addition to the replacement of assets, the company will not exceed 10 of the assets of a specific target set to draw up more than 1.8 billion yuan, the issuance of the reserve price of 8.18 yuan/unit, the number of fixed increase of not more than 220 million shares. "Whether by nav or PE, Jichuan pharmaceutical 56It would be reasonable to have at least halved the estimate. According to the valuation of Jichuan pharmaceutical industry, 1.5 billion-1.8 billion is a reasonable range, more than 2 billion, and behind it is another trick. "There are shareholders in the circulating stock who think. "According to our understanding, Jichuan medicine itself does not have any special good product, its fist variety PU ground Blue is spends 5 million buys back the technology patent, mainly relies on the perfect sales force to achieve the annual sales 700 million or 800 million scale." "Company information shows that including Pu-lan anti-inflammatory oral liquid, rabeprazole sodium enteric-Dissolving capsules (Zino), children with fever-clearing granules (with shellfish), 2012, 2013 1-May, the above three kinds of leading products sales revenue total of 1.391 billion yuan, 803 million yuan, The proportion of operating income of Janzikawa pharmaceutical industry is 72.45%, 76.24%. In this respect, the former company securities Personage said, "The proposed injection of assets evaluation value is a professional assessment of the results of the investigation, the company is not convenient to express their views." If there are any objections from the shareholders of the circulating stock, they may consult the evaluation institution. At the same time, the financial status of Jichuan pharmaceutical industry is significantly lower than the average level of industry. At the end of May 2013, Jichuan drug industry flow ratio, quick rate, asset and liability ratio of 1.09, 1.00, 50.55%, the flow ratio, the speed ratio is far lower than the same industry comparable to the average 5.66, 4.88, and the ratio of assets and liabilities is far higher than the same industry comparable to the average 27.53 % of the level. If in accordance with the reorganization of the Jichuan pharmaceutical industry in 2013 estimated profit of 339 million yuan, the net profit per share divided by 970 million shares after the reorganization of the total capital of 0.35 yuan/shares, the corresponding price-earnings ratio has reached 23.37 times times. In this regard, there are circulating shareholders that "more than 20 times times the price-earnings ratio for unlisted pharmaceutical companies is significantly higher." By contrast, nine Zhi Tang (market, interrogation) (000989. SZ) to nearly 300 million shares of total equity, corresponding to earnings per share of 0.4 yuan, its two-tier market share price is only about 13 yuan, p/E is less than 30 times times. Reorganization "Double" "The Good things under the day are they stand on, while the other shares of nearly 100 million shares of the current shareholders are facing a substantial dilution of the fate of shareholder rights." From beginning to end, both sides of the reorganization are singing ' double play '. "In this respect, there are circulating shareholders said." "After the reorganization, the total share capital of the company soared from 138 million shares to 967 million shares, and the equity Mar expanded more than 6 times times, while the profit level did not jump up." By then, the company's two-tier market share price rise in space will be greatly limited. "In addition, Hongcheng shares in the announcement that the reorganization, the reorganization of the party and follow property in the reorganization of the proposed disposal of assets and other consultations, pending the completion of the reorganization, the reorganization will be placed out of assets for free transfer to follow home, or in the settlement of assets in accordance with the actual situation by follow real estate from the Hongcheng shares directly to undertake. In other words, after the Hongcheng shares sell Shell, the company's original major shareholder follow real estate can be in vain to the original listed companies of all assets, plus the originalThe company shares 28.5494 million shares unchanged. It is worth mentioning that follow real estate is represented by the company chairman Wang Hongyun as the representative of the Executive stock company. Data show that follow property is composed of 49 natural person shareholders, in addition to the company chairman Wang Hongyun shareholding 17.6%, other single shareholding up to no more than 4%, of which 13 of the company's directors, supervisors and senior managers, total shareholding 21.41%. and Hongcheng shares since 2001, the performance of long-term downturn. Up to now, the company has been listed for up to 13 years, but the cumulative dividend is only 24.0256 million yuan. July 30, Hongcheng shares released a report of the results of the announcement, is expected January 2013-June attributable to the listed company shareholders of the net profit-17 million yuan to 20 million yuan. In the view of the aforementioned institutions, it would be a very bad demonstration if Hongcheng share assets were successfully restructured. The agency said the Jichuan drug restructuring had staked its political capital. "Because the local government at all levels of Jichuan pharmaceutical listed support, really play, Jichuan medicine can not account, this is even more than economic losses, because it affected the image of the local government." "In addition, if the restructuring fails, it is likely to mean that several years Nezy pharmaceutical industry can no longer borrow shell listing, the IPO is more difficult." Its actual control person Cao Longxiang number of billions of of wealth will also be unable to cash. "So even if the shareholders want a restructuring to fail, the Jichuan will not stop and will try to get enough votes in the polls anyway." ”