Self-exposure Sanjie sellers yield nearly 60% Softto flop

Every reporter Huang Fu jia "Daily Economic News" September 6 published "Softto 1.28 billion acquisition < impression?" Sanjie > Sellers ' 1-year crazy earnings 500 million, said the natural person Ding lei first at a lower price to obtain the "impression?"　　Sanjie "The project company Guilin Broad-dimensional majority stake, become the actual control person; 1 years later, Ding Lei will hold Guilin broad-dimensional equity resell sell Softto (000662, closing price 8.87 yuan), profit more than 500 million yuan. After the above-mentioned report published, Softto September 6 (Friday) the day after the reorganization of the third trading board. September 9 (Monday), the company issued a notice of abnormal fluctuation of stock price and suspended.　　Until yesterday (September 23), Softto finally released the results of the verification bulletin and the card, the announcement of the first disclosure of the actual control of Guilin, the changes in the information, and the seller 1 years ago, the price of the lower equity prices, 1-year yield close to 60% and other facts, confirmed the previous report of the relevant content.　　After yesterday's forte, Softto's share price tumbled 7.22%. The largest seller cost only 413 million/a paper verification notice, found the Softto acquisition "impression?"　　Sanjie the numerous undisclosed information in the incident.　　"Daily economic News" September 6 reported that Guilinguang-dimensional control of the actual person ding lei at a lower price to obtain Guilinguang-dimensional equity, after a higher than the same level of acquisition of prices sold to listed companies. Softto in the verification bulletin, said, "Guangxi impression Sanjie acquisition of the broad-dimensional group of 87.77% shares to pay about 413 million yuan." According to the acquisition Guilinguang 100% The amount of equity is capped at 1.28 billion yuan, guang-dimensional group through direct and indirect holdings of Guilinguang-dimensional equity should be awarded a total of 1.027 billion yuan, minus 30 million yuan in the initial investment costs and equity transfer of the income tax, the broad-dimensional group can be 747 million yuan, Guangxi impression Sanjie holding the broad-dimensional group 87.77 % equity, from which the calculation can be obtained on the price of about 656 million yuan. "Therefore, the company believed that after deducting 413 million yuan investment, Guangxi impression Sanjie" Total obtains the transfer income 243 million yuan.　　According to this standard, Guangxi impression Sanjie 1-year yield of nearly 60%, still can be called "profiteering".　　"Daily economic news" reporter noted that softto the above calculation, the lack of a very important part--Guangxi impression Sanjie not only through the sale of Guilin wide-dimensional equity profits, it can also benefit from the listed company's equity. Data show that the restructuring Softto choose to raise funds to specific investors, and then to Guilinguang's shareholders to buy their 100% stake, Guangxi impression Sanjie as one of the specific investors, will be 5.91 yuan/share price of 54 million shares, and before the suspension of the company's close to 7.18 yuan/share,　　The discount rate of the fixed increase price reaches 17.69%. "Looking at the reorganization of the assets of the listed companies and injecting the assets into better quality, it is usually the case that the rally is a big probability event and the shares subscribed in the reorganization alsoWill get a book float.　　"A private equity researcher in Beijing pointed out to reporters.　　Therefore, the calculation of Guangxi Sanjie book earnings should be: sale of equity transfer proceeds (243 million) + subscription Softto share book value (as of yesterday close 479 million)-the amount of the subscription (310 million) = 412 million Yuan book float, which is much higher than the softto above calculated results of 243 million yuan.　　It is noteworthy that the reporter in early September through the company insiders know that the impression of Sanjie won the Guangzhou-Victoria Group shares of the cost of 500 million yuan, the Softto bulletin shows that it is 413 million yuan, that Ding Lei won the cost of the group is lower than previously expected.　　"Sanjie" Real control person Lu "ticket"/"Daily economic news" reporter found that the reorganization plan announced earlier this month, for the Guilinguang dimension of the basic situation, Softto disclosure is not comprehensive, until the above report issued before the supplementary disclosure. According to the reorganization plan of the beginning of the month, Softto said that "since June 2001 Guilinguang dimension has been established, although the amount of capital contribution has changed, but the company's direct shareholders have always been the canton Group and Guangxi Wenhua, the shareholding ratio has always been 67%, 33%", but for the Guilinguang dimension for many years the actual　　The company did not disclose it.　　In the verification report, Softto finally announced to the public. Originally, Guilinguang since the establishment of the controlling shareholder is the broad-dimensional group, established in 2001, its shareholders for the San Sanliang and other 43 natural shareholders, until May 9, 2012,　　Guangxi impression Sanjie with a registered capital of 6.72 yuan per yuan acquisition of the broad-dimensional group of shares, so that the controlling shareholder of the broad-dimensional group has become the impression of Guangxi Sanjie, the actual controller changed to ding Lei.　　Since then, Guangxi impression Sanjie again from other shareholders to acquire the shares of the broad-dimensional group, until October 24, 2012, Guangxi impression Sanjie shareholding ratio reached 87.77%. In accordance with the provisions of the 13th article of the SSE listed companies ' plan and issue report on Non-public offering of shares, it is necessary to highlight some basic conditions of related equity, including the equity and control relations of the company, including the main shareholder and its shareholding ratio,　　The shareholders ' contribution agreement and the main content of the company's Articles of association which may affect the transaction, and the arrangement of the former senior managers. "Although the exchange did not require the disclosure of the actual control of the ownership of the takeover, but out of a shareholder-owned attitude, the listed companies should focus on the situation involving significant changes in equity, detailed disclosure." A lawyer who declined to be named said to reporters.