Reflection on the reform of water well Square: management's overnight wealth hidden

2002, the state-owned enterprises of the whole Hing Group restructuring, state-owned equity transfer to the management and trade unions after the transformation of private enterprises. The quality and speed of an enterprise's future development, and its operators and employees if there is not much interest in the relationship, the result is worrying. 　　Financial profit, current savings rate 1000% Sichuan Water Well Square Co., Ltd. (hereinafter referred to as "Wells Square") has just experienced an avalanche of performance. August 30, Wells Square semi-annual report. The first half of the company to achieve operating income of 411 million yuan, down 53% per cent, attributable to the listed company's shareholders net profit of 134 million yuan, fell 42%. 　　For a time, all kinds of accusations on the internet that poor business led to bad performance. Also in the water Wells Square staff, there is no need to disclose the financial results, that is the whole Hing Group parent and subsidiary companies in the senior and employees of Chengdu Ying Sheng Investment Holdings Limited (hereinafter referred to as "Ying Sheng Investment") earnings statement. 　　Not long ago, with the 47% per cent stake in the full Hing group was bought by the international wine giant Emperor Jagiogo, most of the dividends on the list of 23 billionaires and 147 millionaires were allocated to everyone. 　　Wells Square performance of the same node, but also the management of wealth to cash the peak moment. I have a strong view on the current indicators of the Wells Square. When I was in, its taxes index has reached the third place in Chengdu Industrial Enterprise! Former wholly Hing group and Water Well Square chairman, current Ying Sheng Investment Chairman Yang Yanki to accept this newspaper reporter interview said. 　　August 17, in the water Wells Square archaeological site of the new museum, has participated in the restructuring of several of the whole Hing Group, the original management also together for the first time and reporters dialogue. 2002, the state-owned enterprises of the whole Hing Group restructuring, state-owned equity transfer to the management and trade unions after the transformation of private enterprises. 10 years later, Yang Yanki summed up, the whole Hing Group staged the reform pilot proposed three major tasks: the state tax increase, employee income growth, enterprise asset appreciation. From 2002 to 2008, the actual tax on Wells Square increased from 300 million yuan to 550 million yuan. 　　The average employee's annual income grew from 12,000 yuan to 47,000 yuan, and the net assets of the enterprise grew from 580 million to 680 million yuan. However, after the whole Hing Group was invested and held by foreign Diageo, the actual control of the listed company's water Wells Square in recent years has not achieved a leap in performance. 　　Last year, is the best profit in the history of Wells Square, to achieve a net profit of 338 million yuan, but this number of profit statement has been wandering for many years, to achieve revenue 1.6 billion yuan, or even less than 2010 years of 1.8 billion yuan. 　　In the first half of this year, Wells Square revenue and net profit staged "Waterloo", its revenue for Sichuan wine six Golden flower of the last, even its proud of the liquor export revenue also a big drop of 52%. 　　There have been jokes, foreigners are counting on the Chinese management team of Wells Square-a millionaire to sink down to make white wine, this reality? The quality and speed of an enterprise's future development, and its operators and employees ifThere is not much interest in the relationship, the result is worrying. 　　In the face of bad results, reformers and observers were forced to rethink the original idea of reform. 　　"Diageo was forced to Gandi the whole Hing group, but our previous agreement will not change!" 　　July 23, the water Wells Square issued a notice, the Sichuan Provincial business office has agreed to invest in Trahk will be owned by the total Hing Group 47% of the equity transfer to Diageo. 　　For many years, why did Diageo choose this time to put all Hing group into the bag? "This transfer is the aspiration of all Hing Group employees, and management does not want to transfer." 　　"Yang Yanki the Truth of the transfer: in the first half of the Wells Square in the performance of a sharp decline, the indirect holding the shares of listed companies surplus shareholders, more want to cash equity." In fact, more than 1700 employees add up to only a small shareholder. 　　The management of the big shareholder's whole Hing Group agreed to sell the Trahk to hold a 47% stake in the whole Hing group, in addition to the wealth to cash out, there is a new plan: To set up a new investment company--------investment. Since the decision to sell, then who is the relevant stake sold? The key to the transfer is the price. 　　Yang Yanki has been forced to Gandi Diageo's financial skills. "We talked to Diageo first, and three staff representatives participated." Each other bid more than 12 yuan per share, then add to 14 yuan, 16 yuan, 18 yuan. 　　Yang Yanki recalls that it was unfair and that Diageo offered an offer of 24.5 yuan to all its shareholders. So the company stopped talking to Diageo and turned around and looked for other businesses. "We found two, a private enterprise, a state-owned enterprises, want to buy." Last year, Yang Yanki said, he and one of the 49 executives commissioned by TRAHK to deal with individuals and businesses, thus eliminating the tax on equity transactions between companies and saving 300 million to 400 million yuan. 　　Total price of 2.4 billion yuan, after the impact of plasticizing agent event, reduced to 2.2 billion yuan. All-Hing Group Equity transfer, the first major shareholder Diageo has a priority to transfer rights. With the above enterprises, the company will prepare the transaction information to inform the foreign, "Diageo was very pressure!" Yang Yanki said. 　　The move forced Diageo to buy a stake of 24 yuan per share, provided the deal was made with the investment of TRAHK. 　　The offer was 4 times times the total price of Diageo's 43% per cent stake in the full Hing group, which was bought in 2006. Foreign pay, not only to increase the water wells square listed companies control. Each year, Diageo buys tens of millions of dollars in the purchasing business of the Diageo PLC, providing the necessary promotional and promotional supplies, gift packaging and raw materials for production and arranging exports for the purchasing department of the company, thus greatly reducing the purchasing cost for its global wine business. 　　Neither side is willing to decorum. "Diageo has fully purchased the whole Hing Group, but our previous agreement will not change!" 　　Yang Yanki said. As early as 2006, the two sides agreed that the wells Square must be made by the ChineseAs chairman of the company, all Hing Group and Wells Square before the restructuring of state-owned enterprises, senior executives at 60 years old should retire, but if the body can work to 65 years old; According to the National Cultural Relics Law, water Wells Square wine Historica ownership is a national, well Fang Intangible cultural heritage of the Chinese team. 　　Reform preparation period coup after the whole Hing group belongs to small and medium-sized enterprises, and ultimately meet the management shareholding conditions in fact, as early as 2002, the whole Hing group restructuring, Yang Yanki has been a financial technology. 　　State-owned enterprises "thin body" is a trick. 　　2002, the whole Hing Group by the Chengdu Municipal Government (2002) 164th, approved, agreed to the orderly withdrawal of state-owned capital, the whole Hing Group parent and subsidiary company Management Team shareholding and trade union corporate holdings. Soon, with the State Council state-funded Committee established, Management shareholding jittery. 　　During the period of pending reform and implementation of the whole Hing Group, April 2005, "Interim provisions on the transfer of enterprise property rights to management" (State-owned property Rights 2005 78th) issued, the state-owned and state-controlled enterprises of large state-owned shares are not transferred to management, management should not take the trust or entrust the way indirectly by the large enterprises state-owned property. If it is a small and medium sized enterprise, can it escape the robbery? According to the Ministry of Finance and other departments of the 2003 joint release of the relevant notice, medium-sized Enterprises must meet the number of employees 300 and above, sales of 30 million yuan and above, the total assets of 40 million yuan and above. 　　According to the above-mentioned documents, the National Bureau of Statistics stipulates that the number of employees in large enterprises should be 2000 and above, with a sales of more than 300 million yuan and a total assets of 400 million yuan. At that time, the whole Hing Group by the audit confirmed the net assets of 1.288 billion yuan, after free transfer to 678 million yuan to Chengdu state-owned management departments and Chengdu State-run assets operating institutions, the whole Hing group of 609 million yuan net assets transfer, the audit confirmed liabilities of 520 million yuan. 　　Sichuan Provincial Government Letter (2003) 102th approved the implementation of the plan. 2002, the whole Hing group's assets even after a part of the company reached the standard of large enterprises, the year sales of 1.1 billion yuan, but the total number of employees less than 2000 people. All Hing group belongs to small and medium-sized enterprises, in line with management shareholding conditions. 　　All Hing Group successfully. "It is also a consideration as to why some of the assets of the whole Hing group were to be zoned out for free." 　　After 10 years, Yang Yanki in an interview with reporters. Subsequently, the whole Hing Group of state-owned shares to management and trade union legal person transfer, Yang Yanki thought to use trust way to finance. 　　According to the government's approved implementation plan, the whole Hing Group Parent-Child company management team voluntarily funded the formation of Ying Sheng Investment, through the Trust agency financing, by the whole Hing Group 67.7% of the equity, the whole Hing shares (Wells Square predecessor) trade union legal person to the whole Hing group 12.3%, Shenzhen vector 20%. Restructuring that year, the whole Hing group soon set up a profit-sheng investment, registered capital of 57.8 million yuan (after the increase to 100 million U.S. dollars in 2009). The company has a total of 150 members of the full Hing Group of senior,49 of them are commissioned by the public as natural persons to hold shares on behalf of the shareholders of the surplus Sheng. 　　Similarly, all-hing equity unions have taken on behalf of their staff shares. The company law stipulates that the number of shareholders in a company can not exceed 50, which in fact denies the broad shareholding of the enterprise employees from the legal level. Some enterprises through one or several people to act as a shareholder can circumvent the "Company law" restrictions, but this way implied moral hazard, in the event of disputes, the law is difficult to support the victims. 　　At present, this practice in central enterprises by Sasac stopped. In addition, because the legal status is ambiguous, 1999 employee shareholding will be suspended in the restructuring of the central enterprises. In December 2000, the SFC asked enterprises to properly handle the issue of shareholding in the restructuring and listing. But in some local small and medium-sized state-owned enterprises reform, still acquiesced in the practice of employee shareholding. 　　SASAC has not asked for across, taking into account local realities. High dividend Repayment Trust loan from 2004 to 2009, Ying Sheng Investment as a water well square indirect shareholders, a total dividend of 180 million yuan from the implementation of the 2002 Management and trade union shareholding program to be approved in November 2005, in the lengthy administrative approval waiting, the entire Hing shares Wells Square predecessor produced a suspicious loss and sales decision. From the second half of 2002, the whole Hing shares of the wine industry for the first time loss. Compared with 2002, 2003-year operating profit is from net earning 76 million yuan to a huge loss of 150 million yuan. 　　At the same time, the operating costs of all Hing shares climbed from 73.5 million yuan to 200 million yuan. 　　At that time, the full Hing shares issued a notice that the liquor assets are to be packaged to sell to the parent company Hing Group, according to the whole Hing shares, the reason for the withdrawal from the wine industry is a sharp decline in the profitability of liquor assets. There are small and medium shareholders suspected that the whole Hing group after the implementation of MBO, low prices for listed companies good assets. In fact, its development of high-grade liquor "Wells Square" profitability is very strong, 2002 subsidiary Chengdu Wells Square Marketing Co., Ltd. to achieve a net profit of 63.8 million yuan, and there is a huge rise in space. 　　After the dispute, the full Hing shares of the board of directors announced a moratorium on the transfer of liquor assets. Bashusong, an economist who has served as Director of the Development Strategy Committee of China's Securities Industry Association, points out that MBO has a pricing risk. MBO involves management, large shareholders and small and medium shareholders, and insiders may use insider information to infringe the interests of minority shareholders. A typical operation is that, due to asymmetric information, management may be the first to lose the company, small net assets, and then at a very low price to achieve the purpose of the acquisition. 　　Once MBO is completed, executives can then make hidden profits legitimately appear by adjusting their accounts. 　　Since the listed company's liquor assets can not be privatized after the whole Hing group to bring direct profits, the parent company through the listed companies for many years of high dividend to also trust the debt loans. According to the whole Hing Group transfer of net assets of 600 million yuan, management by let the whole Hing group 67.7% of the equity, Ying Sheng Investment needs to contribute 406 million yuan. In addition to the self-financing of 140 million yuan, in 2003, Ying Sheng Investment in the natural person to the equity Trust Investment limited liability company to deal with trust loans 270 million yuan. 　　The trust loan period is 3 years, an annual interest of 4.8% (trust companies charge a handling charge of 0.8%, to the society to sell the trust product year rate of 4%), three years by 25%, 35%, 40% of the proportion of debt service (three year total interest 27.86 million yuan). 　　The reporter consulted the water well fang nearly more than 10 years of annual report, from the first year of debt repayment began in 2004, to 2009, Wells Square shares to achieve total net profit of 1.08 billion yuan, a total dividend of 890 million yuan, the total dividend rate of up to 82%. 2004, the full Hing shares to achieve a net profit of 70 million yuan, 48.8 million yuan dividend accounted for net profit ratio of 70%. 2005, the company dividend amounted to 63.5 million yuan, accounting for a net profit ratio of 81%. 2006, the water well square net profit is 100 million yuan, the dividend cent drops 76%. In 2007, the water Wells Square dividend was divided into 90% of the net profit. In 2008, dividends accounted for 82.55% of net profits. 　　2009, the division of water Wells Square accounted for a net profit of 83.3%. 　　Reporter calculate, from 2004 to 2009, Ying Sheng Investment as a water well square indirect shareholders, a total of 180 million yuan dividend. "Excessive overdraft enterprise profits, is not conducive to long-term development of enterprises." 　　Zhang Yanliang, director of the Institute of Securities and Futures, Shandong University of Finance and Economics, said that the extra high proportion of cash dividends will inevitably affect the operating cash flow and debt ratio of listed companies, and even affect the investment progress of existing projects. 　　Data from the SFC, from 2008 to 2010, the national cash dividend of the listed companies cash dividends accounted for all the listed companies in the year total net profit of 41.69%, 35.85% and 30.09%. At the end of 2009, Trahk invested all its foreign debt. From the next year, Mashi finally ended the "draw blood" type of dividends. 　　2010, the water wells Square to achieve a net profit of 230 million yuan, total dividends accounted for net profit ratio to 48%, last year, Wells Square dividend of 112 million yuan, accounting for a net profit ratio of 51%. At the request of the SFC, August 30 last year, the Wells Square shares issued a notice of the board of Directors to amend the Articles of Incorporation. 　　The company's profit distribution plan shall be formulated by the Board of Directors according to the regulations of the Articles of Incorporation, profit, capital demand and shareholder return planning, and should be submitted to the general Meeting for consideration by more than 2/3 of the voting rights held by the shareholders attending the general meeting. The rise and fall of the three investment platforms Xin Aviation investment has now held 31 million shares of Chengdu Bank, holding Chengdu agricultural firm more than 27 million shares, the whole Hing property and Pujiang Taihe performance is also good 2011, Diageo held the whole Hing group. According to the catalogue of foreign investment industry guidance, the whole Hing liquor industry with national famous liquor has to be stripped out from the Wells Square controlled by the foreign capital. The investment of Gong Hui is the management and staff of the parent-subsidiary company of the whole Hing GroupA card of the whole Hing liquor industry. Financial profit Po, the current savings interest rate increased 1000% when the investment was just established only 100,000 yuan registered capital. 　　Surplus Sheng "generous" lent to workers Hui investment 70 million yuan, let the water well Fang to Chengdu Jin Rui Tong Group 60% of the whole Hing liquor industry equity bought. 　　2011, Gong Hui invested in the possession of the whole Hing liquor industry 27% stake to Shanghai Sugar Tobacco and Liquor group, a big profit. Thereafter is the establishment of the investment. "Hin and all Hing's hing homophonic, meaning we opened a new voyage." 　　"Yang Yanki to reporters, this is the whole Hing Group management and staff shareholding in the third investment platform." Diageo's purchase of the remainder of the whole Hing Group is premised on a clean shell, with no business other than the ownership of the wholly Hing group. At that time, Ying Sheng Investment also holds the full Hing Real estate company 100% Equity and Pujiang Bioengineering company 100% Equity. 　　In order to peel, Yang Yanki and other people set up the investment, loaded into the two companies and the full of all the debt and to other enterprises equity. 　　But this is not the real purpose of the investment establishment of Xin hang. "The original group management team and staff to use this platform to find new investment income." 　　"Yang Yanki said. From the whole Hing group to the curtain, and then to the strategic investors Diageo entered, the whole Hing Group has set up three serial investment department: Ying Sheng Investment, Industrial Hui investment and investment. 　　These three investment platforms are closely related: Borrowing money, undertaking debt, and ultimately are on the way to achieving or being profitable. 　　According to the financial data provided by the whole Hing group, the entire Hing group 47% of the shares were transferred to Diageo, the surplus investment through equity transfer over the years accumulated dividends of 1.95 billion yuan (before tax), the net income of workers Hui also billion. After the completion of the investment mission, TRAHK investment in the debt and hold other company equity has been stripped. "We are clearing off the surplus in liquidation, not more than the end of this year." 　　"Yang Yanki said. "The investment in the whole Hing liquor industry will be fully transferred, and a transfer scheme is being developed to solicit the transferee." "In late August, the Wells Square to the reporter reply to the interview outline said." 　　Once the relevant equity transfer out, this is specifically for the participation of the whole Hing wine industry and the production of "vest" will also disappear. Yang Yanki's senior management team and employees are betting on the investment of SIA. 　　From the sale of the whole Hing Group of shares of cash a total of more than 300 million yuan to do capital, Xin Aviation investment has now held 31 million shares of Chengdu Bank, holding Chengdu agricultural firm more than 27 million shares, the whole Hing property and Pujiang Taihe performance is also good. Maneuver operation of superb financial skills behind, Yang Yanki inseparable from his "little friends." , he served as the chief economist and director of Shui Jing Square. 1997, he resigned from the Sichuan provincial Business office of the Director of the Reform office to join the full Hing Winery, after helping Yang Yanki operation of the year of the whole Hing group restructuring. He was allegedly referred to as the "Chief of Staff" of the Yang Yanki. 　　2010, much enhanced by physical reasons to retire Wells Square. In addition, there are all Hing Group originalDeputy Chen Ke, Vice-President and vice director of Finance Du Peming, well Fang Dong Zhang Zongjun and so on.