No money company Songcheng on the road of tourism restructuring unresolved question mark

21st Century Economic Report Sujiang Shanghai, October 12, Hangzhou Songcheng Tourism Development Co., Ltd. (hereinafter referred to as "Songcheng tourism") of the gem application was passed, all smooth words the company from Hangzhou, Zhejiang province is expected to become the first venture board of tourism stocks.　　According to the Songcheng tourism disclosure of the prospectus, the company plans to raise funds to invest in Hangzhou Park reconstruction project, Hangzhou Animation Park renovation project and Songcheng Scenic Foundation and ancillary renovation projects, three projects total need to raise funds of about 606.6 million yuan. But, surprisingly, in the past three or four years, the Songcheng group seems to be not bad money, with net profit growth of the company between June 2007 to February this year, four of the total dividend amounted to about 67.2 million yuan, while the company also at the end of last year to 63 million yuan unallocated profit by 10 shares to send 10 shares in the way to increase capital　　, even as of the first half of this year, the company still has as much as 140 million yuan in unallocated profits. "No money" companies under the plan, the Songcheng tourism scheme issued 42 million shares after the total stock into 168 million shares, diluted after the company 2007-2009 earnings per share (EPS) is about 0.269 yuan,　　0.382 Yuan and 0.518 yuan, to the current gem corresponding to the 2009 per share earnings average 60 times times the issue price of the company issued a price of about 31 yuan, which means that the company will raise 1.3 billion yuan. In fact, the first half of this year Songcheng tourism has achieved a net profit of 71.0838 million yuan, which is equivalent to last year's net profit of 81.7%,　　After the issuance of the total share capital of about 0.423 yuan per share, according to this development rate of earnings per share this year if it can achieve 0.8 yuan, then the issue price will be higher than 31 yuan a lot.　　In any case, Songcheng is inevitable for a planned 600 million-dollar tour.　　However, in the past three years of time Songcheng tourism seems to be not lack of money, in the profits are rising, the company chose the annual dividend. According to Songcheng tourism disclosure of information, the company held on June 6, 2007 at the 2006-year general meeting of shareholders decided to pay 1.5 yuan per 10 shares, the total dividend 9 million yuan; Since then the company in June 10, 2008, April 27, 2009 and January 25, 2010 for three consecutive years annual dividends of 21 million yuan, 12 million yuan and 25.2 million yuan; not only that, the company also in December 2009 on the eve of the IPO also to all shareholders in accordance with the distribution of 10 shares per 10 share,　　Total allocation of $63 million to equity.　　This means that over the past 3 years Songcheng tourism has allocated a net profit of 130 million yuan through 4 dividends and one Shang, of which 88.2 million have occurred in the last year.　　In addition, according to Songcheng tourism disclosure, as of June 30 this year, the company carrying a whopping 142 million yuan of unallocated profits. It is worth mentioning that, just before Songcheng travel last December to decide Shang, the publicDivision in September last year to the CCB Hangzhou Wushan Branch and the Beijing Bank Hangzhou Branch, respectively, applied for 130 million yuan and 190 million yuan of medium and long-term loans; Since then, Songcheng tourism in December last year to the Pudong Bank Hangzhou branch to apply for a sum of 80 million yuan medium and long-term loans.　　As a result, the company's long-term borrowing at the end of 2009 increased to 362 million yuan, all liabilities also from the previous 2007 years of 198 million Yuan and 2008 277 million yuan on the basis of a sudden rise to 444 million yuan. The mystery of this change is that Songcheng Tourism in 2009 because through the recognition of land tenure, the company's intangible assets increased by 130 million yuan, combined with the growth of current assets, the total assets of the company increased from $453 million in the previous year to $711 million;　　(merger) is still able to maintain more than 60%, and to prove the need for the company to raise funds.　　Complex restructuring process now, Songcheng tourism, the predecessor of Songcheng Real Estate in September 1994, the establishment of the first two shareholders are more special.　　One of the 5.5 million yuan to obtain 55% of the Lishui area deep Color Printing packaging Company (hereinafter referred to as "Lishui color Printing") was established in 1992, now the actual control of Songcheng tourism Huang personal contribution of 200,000 yuan, in addition to Lishui area Mass Museum of Art (hereinafter referred to as "Lishui Group Art Museum") 100,000 yuan.　　However, according to the disclosure, when the Lishui color printing in 1998 to clean up the internal property, Huang said Lishui Group Art Museum 100,000 Yuan for its contribution, because at that time the law does not allow the establishment of one shareholder enterprise.　　So after the two sides negotiate all the assets of Lishui color printing and debt all to Huang individual all, then yellow work together with Liu Ping, Huang Hualu and other 4 natural shareholders together to the Lishui color printing has been increased capital. Prior to the launch of the Songcheng tourism program in 2009, the Lishui government and the provincial governments of Zhejiang Province confirmed the legality of the change in the ownership of the system. But because the restructuring failed to fulfill the group's property rights definition procedure, the company's sponsoring agency Galaxy Securities and related law firms have expressed their views on the flaw.　　will not cause substantial obstacles to the company's IPO. On the other hand, as Songcheng real Estate, another promoter shareholder, the Construction Bank Lishui Financing Center in 1994, the company was founded at the beginning of 4.5 million yuan to obtain 45% of the equity; At the end of 1995, the central bank called for the abolition of commercial banks ' interbank lending intermediaries,　　The Lishui Finance Center, which belongs to the Songcheng, had to transfer 45% of its holdings to Lishui Area Investment advisory Services Limited in January 1996 (hereinafter referred to as "Lishui consulting").　　However, because the transfer involves the transfer of state-owned shares, but the transfer of the shares of the two parties did not perform the corresponding assessment procedures, so also last July, Lishui and Zhejiang Province have been confirmed. It was this part of the stake in 1998 that the need for financial institutions to decouple from the economy is againFrom Lishui Consulting hands to the price of 5.3 million yuan to Lishui area Landscape Industrial Development Co., Ltd. (hereinafter referred to as "landscape industry"); however, landscape industry, which was once a collective enterprise owned by 99.18% of the Lishui area trade union holding company, eventually evolved to be held directly or indirectly by 9 natural shareholders,　　The original small shareholders quarter Sky now through the Zhejiang Landscape Tourism Group and Hangzhou Hengsheng investment indirectly control the landscape investment (2004 by the landscape industry changed its name) 50% of the equity, during which tortuous Songcheng tourism did not do any disclosure. Back to Songcheng home, July 1997, after the establishment of Songcheng real estate three years after the start of a round of increase in capital, the company's original shareholders Lishui color printing and Lishui consulting respectively participate in the increase of 7 million yuan and 800,000 yuan; Hangzhou Xiang Hu Green Valley Tourism Development Co., Ltd. (Songcheng Holdings predecessor, 1998 renamed as Hangzhou Fragrant Hung Valley Tourism,　　Hereinafter referred to as "fragrant Hung Valley"), Hangzhou South Austrian real estate and Huang respectively contributed 10 million yuan, 7.17 million yuan and 5 million yuan to participate in the increase in capital, in addition to the South Austrian real estate and two natural persons Xu Wentong, Cai Jianxi also in the way of debt to share capital 3.38 million yuan, 1.65 million yuan and 3 million yuan to participate　　After the completion of the replenishment, Songcheng real estate registered capital increased from 10 million yuan to 60 million yuan, Huang to 28.34% of the holding ratio for the company's largest shareholder, Huang the actual control of Lishui color printing held 20.83%, while holding 17.58% of the third largest shareholder in South Austria property also for Huang Holdings. It is worth mentioning that in this increase, Huang's 17 million Yuan capital contribution only 5 million yuan for cash investment, the remaining 12 million yuan is from Huang proposed in Hangzhou "Songcheng-Ching Ming River Map Reconstruction Project" The overall concept, planning and design program, allegedly this aspect was called " Hangzhou Intangible Assets Evaluation Office "Evaluation of 17.54 million yuan."　　Just Songcheng tourism in its disclosure of the evolution of the share capital confirmed that the "Songcheng Tourism Development Project" to the intangible assets of 12 million yuan to increase capital, "and under the Huang of all individuals", really puzzling.　　After several equity transfer, Songcheng Tourism's ownership structure gradually evolved into Songcheng holding 46.27%, South Austria real estate 16.75%, landscape investment 14.29%, Huang 12.14%, Oriental Star Venture 4.76%, Liu Ping 3.17% and Zhang Hui wives 2.62%. Songcheng tourism to the price of 31 yuan projection, Huang individuals directly holding and through the Songcheng Holdings and South Austria Total holdings of Songcheng travel about 61,469,170 shares, about the market value of 1.9 billion yuan.