Investigation on the termination of the conversion of the assets of the red Sky investors oppose effective

Natural gas regional giants of the red-sky, lasted less than six months of the replacement of assets, and the reason for the replacement of assets, the company said it is "because of respect for some of the investors ' views." Why did the replacement scheme, which was favored by the market, quickly miscarry? And why are they saddled with investors?　　What's the catch in the mist?　　Asset replacement Abortion August 13, the first meeting of the provisional shareholders in 2010, after the consideration of the adoption of its 2010.5 annual report, the company by 9 votes agreed, 0 votes against, 0 abstentions passed to its subsidiary Guizhou Kang Xin Pharmaceutical Co., Ltd. to increase the share of the bill. At the same time, the bill, which was passed 4 months ago by 3 unrelated directors, was an accident, at this meeting of the provisional shareholders, 9 of the directors unanimously passed the "on the company and the major shareholder group Stock exchange of the bill" no longer submitted to the general Meeting of shareholders to consider,　　At the same time no longer carry out the relevant shares of the bill (which involves Guizhou Kang Xin Pharmaceutical Co., Ltd.) replacement. In fact, on April 7 this year, the red-day release of the stock exchange and related transactions announcement, said the company will hold Guizhou Tianyi Pharmaceutical Co., Ltd. (hereinafter referred to as "Tian ' an Company") 55.586% of the equity and Guizhou Kang Xin Pharmaceutical Co., Ltd. (hereinafter referred to as "Kang Xin Company") 33%　　Shares of the group owned by the Guizhou Red-sky Group Zunyi Daxing FU Fertilizer Limited Liability company (hereinafter referred to as "daxing Company") 71% of the equity exchange.　　Because Guizhou Chi-day group holds 28.62% of the equity of the red-sky, the Department of the Red-day control shareholder, therefore, the exchange of shares constitute related transactions, so the company 6 related directors to avoid voting, the remaining 3 unrelated directors to vote.　　In accordance with the introduction of the red-sky, the motion on the replacement of shares was voted on by the board of Directors, 6 of the 9 members were not voting, and the remaining 3 unrelated directors approved the motion by 3 votes.　　Because of respect for investor opinion? Why was the rapid miscarriage of the programme approved by 3 members of the board in April?　　And why did the directors who voted in favour of the vote immediately turn to veto the motion after 5 months?　　According to the resolution of the first general meeting of the provisional Shareholders in 201, the reason is: "To fully respect the views of the company's investors", so the company decided to suspend the replacement of the relevant equity. After the announcement of our motion, investor response indeed quite-strong ", in the NetEase financial advisory to investors in the office of the Red-sky, a female staff explained, she told NetEase Finance, the investors believed that the two parts of assets" belong to a better growth of assets ", so"　　Investors are not satisfied with the placement of two parts of medical assets.　　and NetEase Financial further asked which investors in the end of these comments, the staff said "can't tell", and further to NetEase finance, the company is in the investor's consideration, so suspended the bill. But that explanation was clearly raised by the company in AprilThe interpretation of the motion is quite different. In accordance with the introduction of the red-sky, set out assets days of the company was founded in December 2002, registered capital of 36.7 million yuan, 2009 to achieve a net profit of 12.9266 million yuan.　　According to the evaluation report issued by Guizhou founder asset appraisal firm, as of April 30, 2009, the net assets of Tian An company after evaluation were 52.846 million yuan, and the value added rate was 4.55%. And put out another asset Kang Xin Company was founded in 2002, the registered capital of 23.68 million yuan, mainly in the commercial circulation of drugs, 2009 the company to achieve a net profit of 3.6242 million yuan, according to Guizhou founder asset appraisal firm issued an assessment report, as of April 30, 2009,　　The net assets assessed by Concent company are 27.0156 million yuan, and the value added rate is 4.66%. At the same time to be placed in the Daxing company was founded in November 1996, is a joint venture between the group and Zunyi Tobacco Branch, the registered capital of 19.8 million yuan, the main production and sales of compound fertilizer, compound fertilizer, annual output of the general compound fertilizer up to 150,000 tons, In 2009, daxing Company realized net profit of 852,300 yuan, according to the evaluation report of Guizhou founder asset appraisal firm, as of April 30, 2009, Daxing Company net assets of 43.14 million yuan.　　This means that the difference between the assets being placed and the assets being placed is 7.6605 million yuan. Replacement Fog "We now also see not clear the purpose of the asset replacement," a long-term concern of the red-sky brokerage researcher in the interview with NetEase Finance also said, "from the April announcement to the recent suspension, do not know the company side of the real reason is what?"　　The same person also said it was difficult to understand the company's behavior.　　The company's board of directors staff also said it is likely to continue to promote asset replacement in the future, because "this is in line with the company's long-term development", NetEase Finance is consulting with the investor for the Red sky. When the asset replacement program was released in April, Red-Tian also made clear that by placing and the main business chemical fertilizer related to a very high level of compound fertilizer assets, the company focused on the field of fertilizer business, through increasing the production of compound fertilizer, not only can gradually achieve the company's product structure adjustment, but also to use the company's existing "red"　　Brand urea marketing channels and resources to open up the compound fertilizer market in Guizhou, expand the company to do the space to strengthen the main industry.　　However, at that time, the analysis of the basic situation, from the replacement of the main analysis, in the short term, although the proposed to put the income level of daxing Company and Kang-Xin company income level, the company's 2010 profit has a certain impact.　　"But in the long run, the market prospect of compound fertilizer is good, the future development space is broad, and Daxing company's main compound fertilizer business in line with the company bigger and stronger fertilizer industry strategic development direction, and days of the company and Kang Heart Company due to the future development of some uncertain factors, the company should be bigger and stronger pharmaceutical industry has a certain degree of difficulty, said the red-day. "It can be said that the replacement of this asset is a red-sky exitThe pharmaceutical industry, focusing on a signal released in the field of fertilizer, said the brokerage researcher, while he analyzed midway through the GE, there may be other reasons for the company.　　or in order to dress up the results of the study, the first half of the natural disasters affected the demand for agricultural fertilizer, so that the first half of the price of urea after a short period of time to go into the trough, the lower price of the urea gross profit decline.　　In addition, starting from June 1 this year, natural gas prices and pipeline transport costs increased by 0.31 yuan per cubic metre, the cost of urea unit is expected to rise 200 yuan, "urea gross profit margin will again slightly lower", which will have a certain degree of impact on the company's performance.　　According to the recent publication of the first half of the 2010 Annual report, 2010 1-June, the red-sky to achieve business income of 580 million yuan, down 5.8%, operating profit of 78.61 million yuan, down 36.4%, to achieve ownership of the listed company shareholder net profit of 69.23 million yuan, down 33.2%.　　In addition, the first half of the red-day urea sales income also fell year-on-year, of which the first half of the total sales revenue of 540 million yuan, down 8.31%, gross profit margin fell 6.64%, gross profit decreased by 41 million yuan.　　The Kang Xin pharmaceutical company, which is intended to be set up, has reached 326 million of total operating income in the first half of 2010 and achieved net profit of 3.02 million. At the same time, on August 13, at the first general meeting of shareholders in 2010, the Red Sky also voted to Concent pharmaceutical companies to increase the funding of the resolution, said, in order to achieve the health and wellness medicine continued healthy development, the decision to Concent pharmaceutical industry to increase the capital of 20.1856 million yuan and increased holdings from 33% to 35%,　　The registered capital of Kang Xin Pharmaceutical industry has changed to 80 million yuan, and the new funds are mainly used to construct "Guizhou Kang Xin Medicine Logistics Center". "In view of the current rate of nearly 80% of the annual profit margin of the company's pharmaceutical companies, it does not rule out the possibility of improving the company's performance through the development of pharmaceutical companies in the downturn of the fertilizer industry," the researchers further analyzed.