Sea shares mergers and acquisitions asset income doubtful big shareholder suspicious overweight

Our reporter Yang Yonghua/Wen was founded in three years, just to achieve profitability, sea shares (002203.SZ) of the major shareholders can not wait to plan to inject the group's environmental assets into the listed companies. Recently, Sea shares announced that the proposed 660 million yuan to acquire Zhejiang Hai Liang Environmental Materials Co., Ltd. (hereinafter referred to as "sea ring material") 100% of the equity, in the copper processing and financial industry, sea shares with the acquisition and dabbled in the field of environmental protection. Announcement, the continuous trading limit of the sea bright share market value of a breakthrough billion, low-cost participation in supporting financing of the dozens of employees become beneficiaries. However, the acquisition of Sea, the first major customer is not only its competitors, two companies between the different financial data, but also to sea the authenticity of the income of the ring is questionable. Asset acquisition large shareholder suspicious overweight according to the acquisition plan, sea shares to 5.35 yuan/share to the Sea bright group, Zhejiang Jiangzhengmao Venture Capital Co., Ltd. (hereinafter referred to as "Zhengmao Venture investment") Total issue 123 million shares, 660 million yuan to buy its holding sea ring material 100% Equity, premium rate of 205.24%. The Sea Group holds a 57% stake in Zhengmao, and the remaining 43% per cent is owned by affiliated companies. Data show that the sea ring is currently China's largest manufacturer of honeycomb catalysts, production capacity of 40,000 cubic meters/year, the main product for the Honeycomb SCR denitration catalyst. As a newly established company in the 2011, the development of sea ring is swift and violent. 2012, 2013 and 2014 1-September, sea, respectively, to achieve operating income of 387,000 yuan, 97.6601 million yuan and 191 million yuan, the net profit is-5.2011 million yuan, 12.11 million yuan and 31.3797 million yuan. At the same time, trading each other Hai Liang group and Zhengmao commitment, Sea Huan 2015-2017 can realize the income of 390 million yuan, 472 million yuan and 545 million yuan respectively, the net profit after the Non-recurrent profit and loss is not less than 68.9903 million yuan, 86.4681 million yuan and 102 million yuan. Once the takeover plan is announced, sea shares are trading. In the five consecutive trading days after trading, the company's share price rose more than 60%, although the subsequent correction, but still before the suspension of the share price has about 40% increase, the company's market value by the suspension before the shortfall Bai Yi up to 14 billion yuan. In addition to asset acquisition, the large shareholder of the Sea Group High Holdings also played a role in the trend of share prices. November 25, Hai Liang Group through the bulk of trading methods to 8.05 yuan/share of 249 million yuan to increase the company 30.96 million shares, while the Z&PENTERPRISESLLC Group two shareholders on the same day just reduce the shares. Although the company announced that it had already completed its overweight plans after increasing its holdings, sea shares were still appearing frequently on the bulk trading platform. December 2-4th, Sea shares in three consecutive days to appear on the bulk trading platform, the party from sea shares in Zhejiang Zhuji, including the Guangdong Securities Nantong and Shaoxing two sales departmentThe total sell-off of 35.48 million shares, set at 348 million yuan, whether continue to sell for two shareholders is unknown. Before the increase, Hai Liang Group held 677 million shares of the sea bright, accounting for 43.75% of the total number of shares in the company. Sea group directly holding sea ring 90% of the shares, holding company is Mao Chong Investment holding the remaining 10%, after the acquisition, Hai Liang Holdings will increase the number of shares, there is no change in the ownership of the problem, this high level overweight motivation is quite puzzling. In fact, in the acquisition of sea ring material 220 million yuan supporting financing, Tibet Hua PU Investment Co., Ltd. (hereinafter referred to as "China Pu") subscription of 100 million yuan, the Guangdong constant 11th-bright shares of directional additional set Asset management plan (hereinafter referred to as "constant 11th") and the constant number of Guangdong, Hai-Bright shares directed additional set asset management plan (hereinafter referred to as "Constant number 12th") to subscribe for 60 million yuan, the issue price is also 5.35 yuan/share. The company is a wholly-owned subsidiary of Hai-Liang group, while the subscriber of constant number 11th is the 29 employees of Sea shares, and the subscription of constant 12th is mainly 47 employees of Hai Liang Group. The 76 natural persons have become one of the big winners of the asset takeover, as the current sea shares have a premium of about 70% per cent of their IPO price. Since the listing, sea shares have not launched an equity incentive plan, which is in fact, the company and the majority of shareholders 76 employees disguised as an equity incentive, and through the acquisition of "stop" to motivate employees is not uncommon. Shandong Gold (600547.SH) has also acquired a large shareholder of more than 5 billion yuan of gold assets, and proposed to the first issue of the employee shareholding plan issued about 11.855 million shares, involving about 172 million yuan. Competitor into the largest customer established in May 2011, Sea ring material is not more than three years time, the main products for the Honeycomb SCR denitration catalyst, currently widely used in thermal power plants and other industries. After the establishment of the company since the first half of 2013, the main business products have not yet achieved mass production, catalyst product Sales amount is very small, only a small sample of the trial. Beginning in the second half of 2013, the company's self-developed SCR Catalyst successfully achieved mass production, and achieved, including the Chongqing far-Tatsu Catalyst Manufacturing Co., Ltd. (hereinafter referred to as "Chongqing far Tatsu"), including customer recognition, began bulk supply. Before 2013, Sea did not form the scale of income, the company's 2012 annual income is less than 400,000 yuan, to 2013 Sea of the income of the ring to nearly billion, of which the largest customer Chongqing far up to contribute 76.7019 million yuan, accounting for the company's annual income of 78.54%. As of September 30, Chongqing has contributed a total of 84.191 million yuan to the sea for 2014 years, accounting for 44.16% of the company's revenue, and still holds the position of the largest customer. So, Chongqing far reaches and sea is the relationship between the upstream and downstream of the ring material? Obviously not. Chongqing far Tatsu is listed companies in the far reaches (600292.SH) of the wholly-owned subsidiary, mainly engaged in the production of flue gas denitration catalysts business. Denitration Catalyst Business Although not inElectricity far up to the main source of income, but it is the company's highest margin business, gross profit margin of more than 30%, the remaining plates are under 20%. 2013, the CLP to achieve the ownership of the parent company's shareholders net profit of 208 million yuan, while the wholly-owned subsidiary of Chongqing in the past year to achieve the ownership of the owner of the parent company net profit reached 172 million yuan, it can be seen that Chongqing far Tatsu for the profit of the CLP has a very important impact. The same is engaged in the production of denitration catalyst Business, sea the largest customer is their own competitors, is the sea of the quality of the epoxy catalyst better? I don't think so. In the 2013 annual report, the China-electric power, "the reporting period, the denitration catalyst Market ushered in the outbreak of growth in the denitration catalyst market demand situation." Companies to plan the layout in advance, in the case of their own limited capacity, by way of commissioned processing to meet the demand for a substantial increase in orders. "That is to say, the biggest customer of sea ring material is for the consideration of market demand, by the method of entrust processing to buy the denitration catalyst massively, buy competitor's product obviously not long-term." "Because of the quality of sea ring products, some competitors will be to sea ring material procurement catalyst products for sale." "The sea Bright shares to" the Securities market weekly "reporter so said. It is not difficult to find the passive of sea ring by unit price comparison. 2013 Annual report shows that the CLP completed a total of 27903 cubic meters of nitrate catalyst sales, realize the operating income of 864 million yuan, which can calculate its unit price of 30964 yuan/cubic meters, the same year sea ring material price of 26664 yuan/cubic meters; But by 2014 years ago 9 months, Sea Catalyst Unit Price has fallen to 22737 yuan/cubic meters, the CLP far up to 2014 years in the first half of the product unit price still remain at more than 30000 yuan. Financial data fight as the company's largest customer, Chongqing far to sea ring material income has a very important impact. However, the audit report of Sea is very different from the annual report of the CLP, which makes the market doubt the authenticity of sea's income. With the increase of income, the accounts receivable of sea are increasing day by day. 2013, the company accounts receivable is 71.535 million Yuan, because 2012 company does not have too many accounts receivable, this means the company 2013 97.6601 million yuan of income more than 70% from credit. According to the audit report, 70 million of the accounts receivable by the top five customers, of which from the largest customers in Chongqing, the accounts receivable is 56.0138 million yuan, accounting for the total Accounts receivable 77.52%. However, in Chongqing far Tatsu parent company in the 2013 annual report, the company's sea ring material accounts payable only 44.5934 million yuan, the difference is 11.4204 million yuan. For the same sum of money, two companies have different statements, so what is the difference between tens of millions of dollars? "There is a time lag between the two sides confirming the final sale and purchase, resulting in a partial order on December 31, 2013.Pre-confirmation of sales revenue and formation of accounts receivable, and Chongqing is far up after January 1, 2014. "The sea Bright shares to" the Securities market weekly "reporter said. In the first half of 2014, the amount of CLP to cope with the sea ring material was 44.3873 million yuan, a slight decline compared with the previous year. In the audit report issued by the acquisition, Sea 2014 years ago 9 months from Chongqing, the accounts receivable has risen to 79.1103 million yuan. Unless Chongqing is far up to three quarters of large purchases, otherwise two data is nearly one-fold and how to explain it? Is the two sides confirming the inconsistency? In fact, the final feast of the denitration industry is in sight. The surge of denitrification industry in recent two years originates from the demand of the acceleration of denitrification in the industries such as thermal power industry, and with the completion of the 2014 Denitration technology and the decline of new fossil-fired units, the traditional desulfurization and denitrification business will be stabilized. Sea The rising of the ring material business is originated from the power plant concentrated transformation of the denitrification device in the past two years, for the future market, the CLP far Tatsu said, "denitration catalyst market capacity oversupply phenomenon began to appear, the price has the risk of falling." "For a single customer-dependent sea, the real income is not known, the largest customer has begun to warn."