The fog of South Wind's share reorganization: questionable financial data on the underlying assets

Securities Daily Trainee reporter Zhuwen up to 70,000 yuan to 3.8 billion yuan entrepreneurial myth. In the late 80, in the "national business" tide, when the 41-Year-old Yang Zewen began to venture, 70,000 yuan to set up a Southern fan factory, and Amoy life in the first bucket of gold. Southern Fan Factory after more than 10 years of linked history, Yang Zewen with its son Yang Zishan, Yangtze staged "battle father and Son", two degrees of entrepreneurship and success, the establishment of the South Wind (300004.SZ) successfully landed in the capital market, but also made Yang three sons and fathers into the list of billionaires, And in 2009, the Hurun Gem Rich list. As at February 22, 2014, the value of the shares held by the three sons and fathers of Yang had reached $3.8 billion. On the last day of 2013, the South Wind shares announced the reorganization of the draft, the company intends to bid farewell to the main industry "solo" status, will be placed in the steel pipe manufacturing business ZTE Energy Equipment Co., Ltd. (hereinafter referred to as ZTE Equipment). The restructuring, South Wind seems to succeed in sight, or will be the Yang Zewen family's third entrepreneurial climax, and two of them occurred in the capital markets. The difference is that ZTE seems to have hidden behind the company's south wind and many investors have doubts about the issue, and the south wind shares refused to respond. High Premium horizontal "capital show" over the years, South Wind is engaged in the production of a single business, the product category is only two kinds, just as the growth of the main industry weakened, the company again to the capital market to extend the olive branch, will be placed into the steel pipe business, to the end of the main industry "single fly" day. Data show that the South wind is engaged in the production and sale of fan products, products by axial flow fan and centrifugal fan two types. According to wind data statistics, the southerly shares in 2008-2013 5 years, operating income year-on-year growth rate of 39.31%, 41.75%, 18.29%, 32.53%, 22.59%, 17.32%, and net profit Year-on-year growth rate is also 63.11%, 58.46%, 28.49%, 31.23%,-50.19%, 14.03%. For the south Wind shares, 2012 is the trough of the year, the 2013 increase is not as good as before, and the company on this occasion to open the expansion plan, intended to end the main business "solo" status, looking for new performance growth points. The last trading day of 2013, the South Wind shares announced the reorganization plan, intended to be engaged in steel pipe manufacturing business ZTE Equipment. According to the reorganization plan, South wind shares to be issued by the issuance of shares and the payment of cash, to Hing Yunlong and other 22 ZTE Equipment shareholders to buy ZTE Equipment 100% shares, and the South Wind shares (including subsidiaries) to increase capital to ZTE equipment, but also to no more than 10 other specific investors to issue shares to raise supporting funds. Among them, ZTE equipment assets of 1.92 billion yuan, through the issue of 52,539,820 shares and the payment of 267 million yuan of cash combined way, and the collection of supporting funds is not more than 400 million yuan. As at October 31, 2013, the value of net assets of the parent company after the audit of ZTE Equipment was 73, 1.7451 million yuan, the value of net assets after the evaluation of the income method is 193,721 980,000 yuan, and the increment rate is 164.74%. Although ZTE's 100% stake was finally priced at $1.92 billion, the value added was still over 160%. It is worth mentioning that ZTE's steel pipe business and the South wind shares do not intersect, not the fan product industry chain of the up and down tour, nor has the substitution. If the two are to be linked together, both are in the upper reaches of the nuclear power industry, and target customers, including nuclear power companies, may be seen as a horizontal expansion of the South wind shares. April 3, the regulatory authorities give the South wind share restructuring programme a qualified audit opinion, and the South wind shares need to implement three aspects: in combination with future earnings forecasts for performance commitment period to make good arrangements, and to disclose performance compensation can not cover the risk of effective measures; combined with the principles of the management shareholder in the application Explain the reason and rationality of Zhu Shuren, Zhu Weihong, Mao Hongzhong as the management shareholder, the basis of supplementary disclosure of future earnings forecast and the analysis of pricing rationality. There is a "free lunch"? Recently, "the Securities daily" in the "South Wind shares reorganization of the free land, sea-lung holdings to become a mystery," the article has reported ZTE equipment to the former holding subsidiary of Nantong Sea Lung Steel Pipe Co., Ltd. (hereinafter referred to as the sea-lung steel pipe), the proportion of the shareholding from 49% to However, the sea-lung steel pipe is very generous to the area of 3500 square meters of land use rights for free to give ZTE equipment, and do not advocate any rights and interests, and the holding shareholder of the sea Lung steel pipe is the sea Lung oil industry Group Co., Ltd. (hereinafter referred to, Hai Lung group). The so-called "there is no free lunch", and the generosity of seamounts seems to have another reason. Data show that the sea-lung steel pipe was established in April 30, 2007, the initial investment party for the Sea Lung group, ZTE Equipment and Shaanxi Special Petroleum Technology Engineering Co., Ltd., the shareholding ratio of 41%, 49% and 10% respectively. As of the south wind of the restructuring plan signed day, ZTE Equipment still holds 5% of the stake in seamounts, but did not disclose ZTE Equipment transfer another 44% stake. According to "Securities daily" reporter investigation, combined with ZTE equipment on the sea-lung steel pipe stock changes, ZTE Equipment 2012 annual earnings merger scope changes, there are some strange place. According to the restructuring plan, the south wind shares said ZTE equipment in 2012 will no longer be included in the scope of the merger of South Tonghai, the reason for the Nantong Haitong board personnel adjustment, ZTE equipment to its production and operation activities and fiscal policy can no longer carry out control. And the reorganization plan also shows, from January 2007 to March 2013, ZTE Equipment chairman and general manager Hing Yunlong as the director of seamounts, and ZTE Equipment director and Deputy general Manager Chen Weiping also in this period as the director of Seamounts Steel pipe, and ZTE Equipment Supervisor Sun Zhenping also serve as the supervisor of seamounts. The rationale for the merger of ZTE's equipment seems hard to justify. ZTE still has two executives as directors of seamounts in the first quarter of 2013, and ZTE is equipping aThe supervisor also serves as the supervisor of the sea-lung steel pipe. A venture capital analysis said that the reason why the sea-lung steel pipe to ZTE equipment for free, there are two reasons, one is ZTE equipment in the sale of the sea-lung steel pipe, and the licensee on the sea-lung steel pipe above 3500 square meters of land use rights have another agreement, Another reason is that ZTE's equipment, which did not transfer stakes in seamounts in 2012 and exerted influence, is clearly more likely. Financial data doubtful according to the audit report of ZTE Equipment, the operating income of ZTE Equipment in 2011, 2012 and January 2013-October was 666 million yuan, 588 million yuan and 465 million yuan respectively, while the parent company's operating income was 525 million yuan, 543 million yuan, 465 million yuan. Since ZTE's equipment was included in the scope of the merger in 2011, there are differences between the operating income of ZTE Equipment and the parent company. 2012, ZTE no longer included in the consolidation of the steel pipe, ZTE Equipment under the umbrella of no consolidation units, so in the 2013 years ago 10 months, the consolidated range of operating income and the amount of operating income of the parent company are consistent. In the 2012, since ZTE is no longer included in the scope of the merger, and there is no merger unit, why the combined statements and the parent company's statements will appear inconsistent operating income strange phenomenon. True, ZTE's financial data may confirm the venture's suspicions that ZTE did not transfer its stake in the sea-lung steel pipeline in 2012. And the reporter to consult the information, further confirmed the above problems. According to a public information from the Hong Kong stock exchange of the company, the group signed a transfer agreement with ZTE on March 22, 2013, and the group acquired 44% per cent of ZTE's equipment at a price of 35.2 million yuan. As of June 30, 2013, the company prepaid to ZTE Equipment 17,952,000 yuan, the acquisition was completed in July 2013. After the completion of the acquisition, the group's stake in the sea-lung steel pipe increased from 41% to 85%. April 21, "securities daily" reporters on the above questions to contact the south wind of the Secretary of the Office, and the company on 22nd, but said it is inconvenient to interview.