Leading Technology restructuring survey: Backdoor Core company was abandoned assets

After two consecutive days of unlimited trading, the Shenzhen stock company decisively hit last week, "fusing" its share price continues to soar, and requires companies to verify the existence of disclosure and disclosure of important information.　　And the stock price is behind, is July 13 The company has disclosed reorganization matters, main natural gas transportation and distribution of PetroChina Jinhong Natural Gas Transportation Co., Ltd. (Jinhong) to borrow the shell listing.　　In the upstream monopoly, downstream price, local franchise of the natural gas distribution industry, private enterprises in the oil jinhong in just a few years, to achieve a foothold in the second-tier cities, and then the rapid expansion of different places? After investigation, the reporter found that stealth in the performance behind the dazzle, is a mystery of the Bureau interlocking-the core subsidiary of Hengyang Natural Gas how to achieve the loss of profit for the huge surplus? Rely on account opening fee and the formation of a single industrial customer high margin fineness geometry? Why are many PE crazy to buy shares? Does the company have a performance bet?　　Why did you finally abandon the IPO and divert backdoor ...　　The big profit was previously St Golden abandoned loss of assets according to the reorganization plan disclosed, the Jinhong operation mode for the natural gas industry and downstream, that is, natural gas long-distance pipeline and city gas pipe network construction and management.　　Up to now, the company has built the Xiang Heng Line (Xiangtan-Hengyang), such as a number of long-distance pipeline, and achieved 13 cities and counties such as Hengyang City gas franchise, its own 27 wholly-owned, holding, equity subsidiaries responsible for specific operations. The plan shows that the performance of the Jinhong in the past three years shows steady growth and high margin operating characteristics. According to the investigation, the company 2007, 2008, 2009 three year main income is 370 million, 457 million, 607 million, three year net profit is 117 million, 127 million, 175 million.　　Notable is, the company's gross profit margin of nearly three years as high as 45% to 50%, far more than 4 companies listed in Shaanxi Natural gas, Chase gas, Changchun Gas, Shenzhen Gas average of 20% to 30%.　　But the company also said that 2007-2010 June in Hunan, Shandong, Hebei, Inner Mongolia and other land acquisitions and mergers of a large number of the same industry enterprises, the acquisition of the company in addition to Hengyang natural gas, most of the urban pipeline network or long-distance pipeline network construction stage. As a result, the company's wholly owned natural gas in Hengyang become its current profit pillar. According to the investigation, the latter 2007, 2008, 2009 three years main revenue for 335 million, 396 million, 477 million, respectively accounted for the revenue of 91%, 87%, 79%, three year net profit of 90.55 million, 66.54 million, 107 million, respectively, accounted for the table under the net profit of 77%, 52%, 61　　%。　　Such a good operation of Hengyang natural gas, according to the reporter verified that it was Hunan, another listed company St Golden Fruit assets, due to losses in August 2005 was placed listed companies. November 2002, St Golden Fruit to book value of 107 million yuan receivables and advance and so on with Hengyang supplies and marketing cooperatives held in Hengyang natural gas 99% equity Exchange. But three years later, August 05, the company also announced to Hengyang natural gas 99%Equity and other assets and potential actual control of the Hunan Economic Construction Investment company held in Hunan Telecom 40.04% of the equity exchange.　　In this respect, the company explained that the main income of Hengyang natural gas from the opening fee, by industry policy, regional pipeline opening time and other factors, the profit situation is uncertain, at the end of 2004 loss of 7.19 million yuan.　　The above mentioned two problems: first, the state-owned Hengyang natural gas was replaced to Hunan Economic construction Investment company in 2005, and when it was incorporated into the jinhong of the private enterprises? Second, 2004 at the end of the loss of 7.19 million, 2005 profit is still uncertain of Hengyang natural gas, why 2007 years will be 90.55 million, and become a gross margin of nearly 50% high-quality assets? Two years of cold and so the translocation is breathtaking, but also bring a lot of confusion. [Page] Hengyang natural gas equity evolution into a riddle "to mention Hengyang natural gas has a lot of gas!" A number of local people in Hengyang, said in an interview, "early, natural gas companies operating difficulties, we have 1500 yuan of capital bonds are converted to account fees." But now, the company makes money, can open account fee is still in charge, 2009 years ago received 2420 yuan, then make too fierce to 1800 yuan, now many places in the country have not accepted AH. At the same time, the reporter through a third person indirectly interviewed Hengyang natural gas in a middle, he elaborated the company's recent development: "Hengyang 1999 gas project, only 3000 accounts in 2003, mixed air in 2005 to sell 4.2 yuan side, but the gas price to hang, basically is to sell one side of loss." It was not until 2006, but because of the government control ' two sessions ', ' there was no price increase, and a lot of money was lost. So far to the people still in the profit and loss margin, 2007 real saving company is steel. The above two interviews, the reporter also in Hengyang daily May 2008, "Burning Dream" in the article to find evidence.　　The article said: The collection of account fees has aroused strong social concern, Hunan's "public Interest litigation first case" is directed at the initial gas charge. At the same time, the article also introduced: At the end of 2006, "Xiang Heng Line" Long pipeline completed, the city to achieve Sichuan gas, Hunan Hengyang Steel pipe (Group) Co., Ltd. became the first natural gas users.　　Heng Steel Ventilation, in order to digest the "paid not to negotiate" contract gas has played a huge role, is still the city's largest natural gas users, about half of the total. Therefore, the above content explains the important reason that Hengyang natural gas realizes the profit in 2007, namely "Xiang Heng Line" opened to solve the gas transmission difficulty and the gas price high two big problems, the settlement of Heng Steel settled the gas consumption problem. In addition, it also explains the Jinhong in recent years, the profit secret-charge the expensive account opening fee and main industrial user. (The price of civilian natural gas is low and there is a price limit, industrial users for negotiated pricing) although an explanation, but the interview in the steep birth of two more strange new problems. First of all, it has been verified that the "Xiang Heng Line" commenced as early as December 2004,St Golden August 2005 put out to Hunan CEPD, but said the regional pipeline opening is still uncertain.　　Since then, Hunan CEPD cast and for what reason will turn over the eve of Hengyang natural gas transfer to the private enterprises in the oil jinhong? Second, local residents spoke of natural gas companies when they said they were "sold to the Golden Fruit in 2002 and sold to PetroChina in 2005", and even the employees of the gas company expressed it.　　But in the "Burning Dream" article, the reporter read: in order to achieve upstream and downstream integration, in October 2005, the company will hold the ownership of Hengyang natural gas transfer to the oil emerging energy industry Group ("New Power Group"). From this, the reporter doubts, who is the new energy group?　　The golden fruit replaces the Hengyang natural gas stake to actually go to Hunan CEPD Investment, PetroChina, New Energy Group, medium oil Jinhong, the four who pocket? In addition, the "dream of burning" a paper called Hengyang Natural gas sales in 07 92 million side, to achieve sales revenue of nearly 300 million yuan, pay tax 24 million yuan, which also with the plan disclosure data gap larger.　　[Page] Chen's gas kingdom behind the reporter investigation to learn that, the new energy group can straighten out the relationship between several: Chen and the new energy group is currently the controller, Jinhong is the new energy group has no control relations, and PetroChina is suspected of the new energy group of the original controller. "The west-east gas transmission project to ensure that Hunan and Hubei gas is mainly loyal to the line, began in Hunan only Chang-tan Yuai 5 cities into the ventilation planning." Later, after several times to the PetroChina, Hengyang also squeezed into it, thus only the branch of the Chung-Wu line-Xiang Heng line, "There are hengyang local energy sector to the reporter said," and undertake the construction of Xiang Heng Line is PetroChina's new energy group.　　However, according to the reorganization plan disclosed, the new energy group Jinhong The actual control of the Chen and control of the affiliated enterprises, Chen through the wholly-owned wealth guarantee group control of the new energy group.　　At the same time, after reviewing the information, the reporter learned that the new energy group is likely to be a subsidiary of PetroChina, and nearly three years Chen and the expansion of the gas kingdom, but also with PetroChina to provide gas source inseparable. such as Hengyang News Network has been reported: August 26, 2008, when the party committee secretary of the Zhang Rate team cessation call on PetroChina Deputy general manager Li Neuhua, on the increase in Hengyang gas supply indicators of the problem to go into details.　　Li Neuhua at that time, I hope that the current Hengyang City gas and vehicle gas in the preparation of the early planning, and Hengyang in the future is expected to increase cooperation. "Eight days later, commissioned by Li Neuhua, Chen and rate team inspected Hengyang, and proposed the new energy group will be built in the south company." It is understood that after the construction of the company, Hengyang will increase the daily supply of 50,000 cubic meters of natural gas to alleviate the current tension in Hengyang gas supply, by then, the radiation area around Hengyang will add 100,000 residents to use natural gas on average every day.　"It is noteworthy that in this article, the new energy group was introduced to the State Council under the" Reform of state-owned enterprises, "the spirit of the system from the Central Petroleum Enterprise Restructuring of the joint-stock enterprises.　"For a gas company, its core competitiveness lies in whether to obtain the right to Air (franchise), and access to the right to gas is the root of the amount of gas supply and the level of gas prices." At present, all over the petulance shortage, the natural gas market in short supply less than the state of the change, natural gas price increases become an inevitable trend. Thus, China resources and other resource-advantaged central enterprises will be around the acquisition of local operators, the natural gas market is also in the era of happy enclosure. "The Chinese city Gas Association related Personage says to the reporter," but you said this (Jinhong) I have not heard, and as a foothold in Hunan private enterprises, while operating pipeline construction and downstream supply, in the past three years into more than 20 cities, the resources must be very abundant behind. "More worthy of mention is that the Jinhong in the plan to describe the core competitiveness of the part, but also to obtain the gas source advantage listed as three of the first competitive." The company said, and PetroChina and other upstream suppliers close relationship, so jinhong in the acquisition of natural gas indicators, access to resources have a prominent advantage. It is by virtue of its resources advantage, in Hunan, Shandong and other urban gas projects in the competition, the target assets defeated a number of urban gas field veteran enterprises, won a broad market space, and achieved tremendous development.　　[Page]　　"Quarantine" new energy group planning Jinhong listed temporarily regardless of Chen and the relationship with PetroChina, and see its operation in the oil Jinhong listed there will be the isolation of new energy group traces.　　Plan disclosure, PetroChina Jinhong was founded on July 5, 2004, the registered capital of 50 million, of which the investment company (for the predecessor of the new Energy group) contributed 45 million, accounting for 90%; Hengyang Natural gas capital 5 million yuan, accounting for 10%. March 26, 2007, Hengyang Natural gas will hold Jinhong 10% of the equity transfer to the new Energy group, the transfer price of 5 million yuan. June 12, 2007, the new energy group will hold a total stake in the oil Jinhong to new Energy international and Chen, the former shareholding 96.1%, the latter holding 3.9%.　　In the next half month, the oil Jinhong introduced two foreign funds, then to the end of 2009, the introduction of 5 PE. This shows that the new energy group Jinhong The original major shareholder, the new international Department of the current major shareholder.　　New Energy Group was established on December 12, 01, the new Energy International was established on May 18, 07-the latter registered capital of only 50 million, currently Chen and holding 90%.　　According to the investigation, the new international main investment in the last three years, in addition to holding the Jinhong stake in the oil, did not carry out other business; At the same time, according to the plan, in 2009, Jinhong completed the acquisition of a company's shareholding in the gas and related businesses controlled by the new energy group, and, as of June 30, 2010, the new energy group had ceased to control any assets in the gas business and related business, except for the oil and gas industry, which was not actually operated.　　No longer holds any interest in any company engaged in gas operations or related business. to the originalLarge shareholder's acquisition of assets, new shell companies to replace the original major shareholder control of the listed main body, so the operation of "isolated listing", most of the original major shareholder of the historical evolution of the listing of the mishap, the relevant content should not be disclosed and other considerations.　　It is worth mentioning that the current gas source of Jinhong is mainly from PetroChina, packages large shareholder of the new energy group is indeed a Chinese petroleum restructuring enterprises, Chen and indeed had a job in PetroChina, the company procurement may be listed as a major related transactions, and its purchase price and volume will become the supervision of key verification projects.　　Public PE gambling on the listing: from the IPO "helpless" to backdoor finally focus on the "close" relationship with PetroChina to move away, back to the oil jinhong from June 07 since the complicated stock evolution and the suspicious of the gambling agreement. The overall view, three years there are 7 PE take turns shares in the oil Jinhong, total for its contribution to nearly 900 million funds, accounting for the end of 09 1.21 billion net assets of 74%. On the other hand, as of June 30, 2010, the company still accounts for 651 million of the money, about half of the net assets-this means that after the release of the plan disclosed 2.38 billion evaluation value of the actual more effective net worth of more than 3 times times, there seems to be a typical PE fatten after the listing signs. [Page] The reorganization plan discloses, the oil jinhong existing shareholder nine, respectively is the new Energy International, the Yi Hao Enterprise, the union in the industry, the gold stone investment, the safe venture investment, the Fu Ning invests, the Shengjing investment, the middle farmland abundant wo, as well as Chen and.　　Among them, the removal of Chen and direct, indirect control, jinhong the remaining about 60% of the stock is from 07 to 09 in batches of seven PE.　　One of the two foreign-owned PE Yi Hao Enterprises, joint-China Industrial was founded in April 11, 07; An internal-funded PE Fu Ning Investment was established in August 09, the three companies were established two March after the investment of Jinhong, view its asset structure, very similar to the participation of the latter and set up a special purpose fund. In addition, 7 PE in the last approach is the middle-class Fung Wo-a main seed industry, nearly two years have no any revenue of the "PE" company, the actual control of human natural Zhaoqing.　　December 1, 09, the new international 50 million to the former transfer of oil Jinhong 2.33% equity. Oddly, the reporter looked at the wealth guarantee Group home page, found that the list of holding companies in the middle of the middle-middle farmers Fung Wo.　　The reporter immediately called the company's office, the relevant officials also confirmed to reporters that there is such a subsidiary.　　However, according to the plan disclosed that the wealth guarantee group is by Chen and holding, if the company did control the middle-middle-grain Fung Wo, then the reorganization plan and concealed the disclosure suspicion.　　Finally, on the structure of 7 PE, the reporter interviewed a number of investment bankers, all said that the oil jinhong should have planned IPOs, or even to Hong Kong IPO, and then did not know why it was forced to choose to borrow shell listing. In addition, in the reporter received a list of Hunan Province listed reserve enterprises, the oil Jinhong became the first batch of row, at the same time access to 500,000 yuan listed special guidance funds. "The list is planned for IPOs," he said. "There are Hunan financial peopleSaid to reporters. But to May 2010, Beijing Capital Circle suddenly circulated a job advertisement, request 5-10 years work experience, the position is prepares to buy the shell IPO the prophase work, including to the intermediary organization provides the target company to carry on the choice and so on.　　Recruiters are impressively writing about China Oil's emerging energy industry group. The crux of the shift from IPO to backdoor is the suspicion of gambling?　　Back to check the evolution of equity, can be seen in three years Jinhong unexpectedly occurred 5 times to increase capital and 6 share transfer-------------------------------------------- In this respect, the company's explanation is very far-fetched. If the June 2010 major shareholders last to the public fund 0 of the reason for the transfer, the oil Jinhong said, the actual controller Chen and some financial investors who entered later made a non-written commitment, said if the jinhong to backdoor to achieve the listing, New Energy International will protect the company's current shareholders in the backdoor after the completion of the total holding the share of listed companies not less than 68%.　　In view of the current situation is difficult to meet the requirements, the new international 0 to some financial investors to transfer equity. "This is not normal, there can be to hide the performance of the gambling and temporarily made up a listing of gambling as an excuse." "A number of investment bankers told reporters," because the SFC is particularly concerned about the stability of the equity structure after the listing, so the strict controls on the listing of gambling is far below the performance of gambling, the latter once verified unless handled clean, otherwise the IPO is certainly hopeless. ”