Snowman shares fixed increase play digital game is referred to help industrial capital to set up

This newspaper reporter Wang Ligen Snowman shares (002639) on August 30 this year disclosed its directional additional scheme, intends to buy "Changzhou Crystal Snow Refrigeration Equipment Co., Ltd." (hereinafter called "Crystal Snow Frozen") 100% equity by "issuing shares + paying cash" method.　　The plan was described as "extending the company's industrial chain and enhancing sustainable competitiveness", but the company's share price plunged on the day it was announced, showing a two-tier market "voting with the foot". More than a few investors call the "stock market dynamic analysis," Weekly said that the Snowman shares this plan to increase the number of "fishy", the core point is not industrial mergers and acquisitions, but to help "crystal Snow Frozen" shareholder listing. At the same time, the plan to set up a "bet" agreement, but also play a number of games, the interests of the obvious bias "crystal snow frozen" shareholders.　　If the scheme is implemented, the interests of the shareholders in the shares of the snowman will be seriously undermined.　　The price is much lower than the listed offering price according to the proposal, Snowman shares this increase is divided into two parts, one is the issue of shares and pay cash to buy "crystal snow Frozen" assets, the second is to issue shares to raise supporting funds. The factors that have been criticized by investors are the first to focus on price increases-the shares that are issued for the purchase of "crystal Snow Frozen" assets, priced at 11.09 yuan/share, and the shares issued for the collection of supporting funds, priced at 9.97 yuan/share.　　These two prices are far below the Snowman shares in 2011 when the IPO price of 19.8 yuan/shares, in other words, through the increase in the shareholders, the cost will be far less than the initial purchase of snowman shares of investors.　　And, the Snowman shares on the day that the announcement break, after the stock price has never returned to the price above, in such cases, the company to give such a low set prices, no doubt triggered the circulation of shareholders dissatisfaction.　　The game of gambling on the game more let the Snowman shares in the stock shareholders are angry that the proposed plan for the "bet" program is actually playing with the number of games. "Stock market dynamic analysis," the reporter found in the survey interview, if the current plan to implement, direct beneficiaries are "crystal snow Frozen" of the original shareholders, including investment in Crystal Snow, the national letter to create a vote.　　On the surface, the plan has a profit commitment, it seems to the Snowman shareholders do not harm, but if carefully observe the profit commitment or snowman shares and crystal Snow investment in the "bet" arrangement, you can find the problem. According to the programme, if the Snowman shares to buy crystal snow frozen assets, the crystal snow freeze can not reach its promised profits, the final need for profit compensation-to crystal Snow frozen 2012 years of profit (about 23 million yuan) calculation, assuming that the crystal snow frozen after the acquisition of 3 years have no profit growth,　　Then 2014-2016 crystal snow investment needs to compensate the listed company about 51 million yuan. However, at this price of about 51 million yuan, in exchange for the Crystal Snow frozen shares of the original shareholders have been listed in circulation, and 112 million yuan is nowGold to the price. In other words, the compensation arrangement does not in fact mean that the profitability of the crystal Snow freeze does match the overall price increase, and there is still the possibility of moral hazard.　　Crystal Snow frozen original shareholders can take "diversion" strategy, through a small amount of profit compensation, to achieve a low price to obtain "listed shares + cash on the price" of this greater value. Even more difficult for investors to understand is that the betting scheme is also clear, if the crystal snow has reached the performance commitment, Crystal Snow investment can also be more than a portion of the 30% as a reward.　　Such "to gamble" under the scheme, Crystal Snow investment in a very favorable position, performance commitments can be achieved is very good, even if not, it does not affect the value of its implementation.　　Unspeakable "enhance competitiveness" although the Snowman shares to emphasize the acquisition of crystal Snow frozen assets, the company's competitiveness will be enhanced, but from the financial data, the acquisition of crystal Snow freeze is not conducive to the Snowman shares unit asset profitability of the promotion. According to the financial data provided by the Snowman shares, Crystal Snow frozen in 2012 years operating income of 339 million yuan, net profit of only about 23 million yuan. During the same period, snowman shares operating income of 286 million yuan, net profit of 68.89 million yuan.　　In other words, after the acquisition of Crystal Snow Frozen, the Snowman shares business income will certainly quickly expand and upgrade, can quickly realize the business income doubled, but the net profit is unable to achieve the promotion of equal speed, the final result is the overall business of the listed company gross margin will appear decline.　　The plan of increase = scheme of the scheme?　　So, in the case that can not obviously improve the profitability of listed companies, the Snowman shares implementation of the low price directional additional purpose? There's a snowman. Investors to the "stock market dynamic Analysis" weekly reporter pointed out that the core point of the directional issue is to help industrial and equity investors to cash in.　　Crystal Snow frozen shareholders, both on behalf of the industrial capital of the crystal snow investment, but also have a national letter to invest in such a shareholder, in the case of the new issue is blocked, in order to increase the way to achieve asset listing is actually a good choice.　　But for the shares of the Snowman shareholders, such a plan is not so good, because once the plan becomes a "cash scheme", its interests will be undermined. If the proposed scheme is in order, will the shareholders who invest in the investment of crystal Snow, such as venture capital and other low-cost entrants, choose to sell after 1 years? From this point of view, this is not an unfounded concern. Crystal Snow Investment in fact can not become the actual control of the snowman's shares, and the state-owned investment as an equity investor is to find an exit channel of investment. In this case, the interests of investors who originally subscribed to the Snowman shares at 19.80 Yuan/share were hard to protect.