The defect of the transfer of the stock right of the low cost and hongtai mining

Reporter Gao Lixia yesterday evening the Chinese Securities Regulatory Commission issued a notice, Xinjiang Hongtai Mining Co., Ltd. started the application was not. Yesterday this newspaper reported that Hongtai mining in the market before the performance suffered "Waterloo", and too dependent on the company's first major customers, such as the risk of eight steel. In fact, there are also many flaws in the company's capital increase and equity transfer.　　After the transfer of multiple shares, the company's major shareholder Kanghong held 52.29% of the actual cost of equity is not only zero, but also because of equity transfer profit of 44.85 million yuan. Hongtai Mining before the change of joint-stock company, that is, Xinjiang Hongtai Mining Co., Ltd. (hereinafter referred to as "Hongtai Limited") had three additional capital and two equity transfer. Kanghong, as the controlling shareholder of the company and the actual control person, the cost per share of the two replenishment is only 20% of the net assets per share; Since then Kanghong also by virtue of its unique identity and status, the company's equity to 7 years ago, the cost price reversal, one months later to a high price to transfer some equity.　　Acer Limited in the equity transfer of the flaws can not be ignored. The large shareholder's capital increase cost is only 20% of the net assets per share is limited by the Kanghong, Kangzhiren and other 6 natural persons in December 2000, jointly financed 1 million yuan, of which Kanghong contributed 800,000 yuan, Kangzhiren investment 140,000 yuan.　　As the company's main founder and manager, Kanghong in February 2003 and May 2006 respectively to Hongtai limited to increase capital, although after several years of development, the company's net assets per share of up to 4, 5 yuan, but Kanghong both are 1 yuan per share of the low price of the increase in capital. The prospectus shows that in February 2003, Hongtai Limited for the first time to increase capital, Kanghong to the company to increase capital of 6 million yuan, Acer limited registered capital also changed accordingly to 7 million yuan. However, after more than two years of development, as at December 31, 2002, Hongtai Limited total assets of 19.6203 million yuan, net assets of 5.2046 million yuan, the net assets of 5.2 yuan per share.　　The cost of Kanghong increases is only 19% of the net assets per share. May 2006, Kanghong again to Hongtai limited to increase the capital of 7.5 million yuan, the increase in the price is still a share of 1 yuan. However, as of March 31, 2006, Hongtai Limited total assets of 92.4639 million yuan, net assets of 31.7949 million yuan, net assets per share of 4.54 yuan.　　This time Kang Red raise the capital cost is only 22% per share net assets.　　The cost per share of the Kanghong two increase is much lower than the net assets per share of Hongtai limited at that time. The explanation of this prospectus is that, considering Kanghong as the company's main founder and Management, the company's development has made a great contribution, by the parties to the consultations agreed Kanghong to 1 yuan/share of the price of capital increase.　　The price of equity transfer is very low in addition to the process of limited capital increase in Hongtai, Kanghong cost is very low, in the equity transfer, the company also has many flaws. August 2007, Li Zhijuan, Sin, Wang Peng Gong, Fang Lianchen 4 sponsors shareholders will hold its limited investment 20,000 yuan, 20,000 yuan, 10,000 yuan and 10,000 yuanThe original amount of capital contribution per 1 yuan Capital Price 1 yuan total total price of 60,000 yuan all transfer to Kanghong. As of July 31, 2007, Hongtai Limited total assets of 21,000 300,000 yuan, net assets of 69.4753 million yuan, net assets of 4.79 yuan per share. In accordance with the provisions, in relation to the transfer pricing of equity, below the time of the transfer of net assets per share, it is required to explain more detailed reasons and verify.　　But the interpretation of the Acer mining industry is the same as that of the previous two major shareholder Kanghong two low-cost injections, that is, because Kanghong is the main founder and manager of Acer Limited, has made great contribution to the limited development of Hongtai, and the price of this share transfer is determined by negotiation between the two parties, which is the agreeable behavior of both parties. The company also said in the prospectus, Li Zhijuan, Sin, Wang Peng Gong, Fang Lianchen is a voluntary withdrawal of Acer Limited, no longer participate in mining operations, so after consultation with Kanghong, its holding a limited total equity capital transfer to the Kanghong.　　However, its 21% per share of net assets transfer, it is inconceivable. Even more surprising is that, only one months later, in September 2007, Hongtai Limited the third increase in capital of 120 million yuan and the second equity transfer. Hongtai Limited in order to introduce external investors, motivate the company's key managers, Kanghong will hold a limited 23.28% of Acer's equity (3.3423 million yuan), to 47.26 million yuan to the price of the transfer to Shingmin and other external investors and the company's senior management and core personnel.　　In this share transfer, the net assets of each share premium 3.6937 times times and 1.108 times times respectively. As at June 30, 2007, Hongtai Limited audited shareholder's equity and considered 2007 7 ~ September projected earnings, To determine the corresponding shareholder equity of $1 per registered capital of $7.46844, a premium of 1.108 times times, that is, every 1 yuan registered capital of 8.276 yuan, transferred to the Wang Dingjin and other company managers, the determination of 1 yuan registered capital corresponding to the shareholder equity of 7.46844 Yuan, in accordance with the premium of 3.6937 times times, that is 1 yuan registered capital of 27.5862 yuan,　　Transferred to 6 external investors such as Shingmin. Kanghong shareholding cost is zero with the announcement of the prospectus, billions of Kanghong of the company's controlling shareholders and actual controllers are beginning to surface. The prospectus shows that Kanghong is now the legal representative and chairman of the company and holds 67.9745 million shares of the company, accounting for 52.29% of the total equity before issuance.　　In fact, since the establishment of Hongtai mining in Hong Tai, after several equity transfer, Kanghong current shareholding cost is not only zero, but also because of equity transfer profit of 44.85 million yuan. December 2000, Hongtai Limited was established at the beginning, Kanghong investment 800,000 yuan. Since then, after two additional funds, Kanghong's contribution to the amount of 14.35 million yuan, the contribution ratio of up to 98.62%. After two times equity transfer, the amount of capital invested by Kanghong into 11.0177 million yuan, the proportion of investment is 58.45%. However, in the second equity transfer, due to the transfer of premium, Kanghong 3.3423 million yuanThe price of the subsidy is 47.26 million yuan. In other words, after the transfer of equity, Kanghong not only 58.45% of the proportion of investment, but also a net gain of 43.9177 million yuan.　　October 2007, Acer Limited overall change to a limited company, Kanghong based on 58.45% of the contribution ratio, holding 75.9845 million shares. Since then, Kanghong from March 2009 to April, three times the shares held by other natural persons, a total of 300,000 shares, the price of the total of 387,200 yuan. Since then, Kanghong three times to transfer out of its shares, a total of 310,000 shares, the transfer price of 1.0491 million yuan.　　On September 22, Kanghong once again transferred its 8 million shares to its Shang Party 3 million and niece Li Zhiying 5 million shares, respectively, at a price of $1 per share. That is, in this several times the stock right turns out, Kanghong altogether transfers out shares 8.31 million shares, Kanghong obtains the transfer price is 9.0491 million yuan. In the previous equity transfer, Kanghong held a macro-Thai mining 67.9745 million shares of the equity cost of zero, and it also benefited 44.85 million yuan.　　If the Kanghong transferred to its relatives of the 8 million shares do not count, Kanghong is white take Hongtai mining 75.9745 million shares, but also net earn 52.85 million yuan. To Acer mining 2009 earnings per share of 0.49 yuan, the issue of 45 million shares after the diluted also has 0.364 yuan, if the issue of 30 times times a P/E price per share of about 11 yuan.　　In this calculation, if it landed in the stock market, Kanghong shareholding at least 700 million yuan. "Investment letters" from Guangzhou