The river creates the letter to put in doubt: the proposed purchase company performance is close to 50 million

Why the Plan China-Hong Kong source decoration in 2011, the net profit of the shareholders of the parent company was 10,159.620,000 Yuan, but last year's share purchase cooperation framework agreement is only 52.25 million yuan? Recently, rivers were created (601886. SH) Released 2013 semi-annual report, affected by the rising operating costs of the overseas curtain wall business, as well as the increase in human resources and financial costs, the first half of the year, despite a 70% increase in revenue, but net profit only slightly increased by 7.28%, to 189 million yuan, net interest rate fell again to 3.55%. It is noteworthy that the river to create a source of decorative three of the acquisition of the hidden mystery. One of the first acquisition value-added rate of 441.57%, the latest exchange rate for the increase in the value of 123.32%, but the second 570 million yuan acquisition premium rate is unclear; In addition to the cooperation Agreement and the issuance of shares in the purchase of assets in the plan for the Hong Kong source Decoration 2011 Years of net profit description also vary enormously. Gross margin decline financial costs 7 times times in the first half of 2013, the river was created to achieve business income of 5.252 billion yuan, an increase of 71.13%, belong to the listed company shareholders of the net profit of 189 million yuan, an increase of 7.28%. In the case of a significant increase in revenue, net profit relative growth is small. First half, the main river to create decorative decoration business gross profit margin 17.51%, down 3.92%, in this respect, the company said the renminbi continued to appreciate and appreciate a large extent, affected by the company's overseas business gross profit margin has declined. The decline in gross margin is one of the reasons for the divergence between income and performance. In addition, since the 2012 river has been the creation of the acquisition of the group, the stock of the source decoration occupied more funds, and the operation of the operating efficiency of the business has not fully emerged, at the same time, due to the macroeconomic situation, the reporting period of the Company's operating capital consumption increased, and the renminbi appreciation 2013 the first half of the river to create financial costs amounted to 145 million yuan, has increased by 738.79%. Data show that the first half of the international exchange rate changes, the renminbi relative to the United States dollar, Australian dollar, Canada and other major currencies have appreciated, river creation of exchange losses increased 81.33 million Yuan year-on-year. and the brokerage institute reported that the impact of exchange rate losses will continue to the third quarter. It is noteworthy that the first half of the river to create a net interest rate fell from 5.29% to 3.55%, while the newly acquired Hong Kong source Decoration 2013 1-May net interest rate is only 3.82%. But for the business outlook for the year, the river to create a board of Directors report shows that 2013 the company plans to bid 25 billion yuan, of which the curtain wall system business 16 billion yuan, the internal installation system Business 9 billion yuan (including the port source decoration). The first half of the company completed the annual plan of about 40%, and confident to complete the year's successful target. The gap between the performance of the Hong Kong source decoration and the big acquisition of equity appreciation rate as the company to the Hong Kong source decoration process, investors noted that several announcements in the source decoration of the profit situation expressed in different. River Exhibition announced on November 3, 2012, the share Purchase cooperation framework agreement shows that as of 2011December 31, the total assets of the Hong Kong source decoration for 980 million yuan, net assets of 120 million yuan, 2011 annual operating income of 2.53 billion yuan, net profit of 52.25 million yuan. However, in the July 2013 River to create issued shares purchase assets plan, according to the last two years and an unaudited financial statements of the source decoration, the end of 2011, the end of 2012, the end of May 2013, the ownership of the owner of the parent company's equity is 20,524.130,000 Yuan, 33,940.830,000 yuan and 80,862.630,000 Yuan, 2011, 2012, 2013 1-May the net profit attributable to the parent company's shareholders was 10,159 yuan, 620,000 13,171 yuan and 390,000 6,738 yuan respectively. Investors wonder why China-Hong Kong source decoration in 2011 The net profit attributable to shareholders of the parent company was 10,159 $620,000, while the 2011 net profit was 52.25 million yuan in the Framework Agreement on equity purchase cooperation issued last year. In this respect, an accountant told reporters that unless the Hong Kong source decorated itself with a large loss of subsidiaries, then excluding minority shareholders, the ownership of the parent company shareholders net profit more than a separate net profit. In addition, the creation of rivers to the source of the increase in the use of the capital took the following steps: Through the acquisition of the original shareholder of the river to create a stake in the source decoration 12.5% Equity, increase capital, and then want to add to the share purchase, the proportion of holding shares from 12.5%, 38.75%, and finally In this process of equity acquisition, the value added rate is a mystery. The plan shows that September 30, 2012 as the benchmark day, according to the Sino-Beijing letter issued by the Capital Appraisal report (Beijing letter [2012] No. 263). The book value of all the rights and interests of the Hong Kong source decoration 22,457.450,000 Yuan, the value of the shareholder's total equity evaluated by the income method is 121,621 940,000 yuan, the value-added 99,164 yuan, the value-added rate 490,000. The valuation value of the 12.5% shareholding should be 15,202.740,000 yuan, the final transaction price is 185 million yuan. The 2012 report showed that December 31, 2012, the fair value of the river to create a recognizable asset is 44,228,471.63 Yuan, the river created by the acquisition of river Creation holding a 12.5% stake in the Hong Kong source decoration, To pay the fair value of the purchase price of 185 million yuan, resulting in a combined goodwill of 140 million yuan (of which the value of the Hong Kong Yuan decoration value-added part of 124 million yuan). Then, the river created through the river to create an exhibition on the source of the decorative increase of 570 million yuan, the river to create a share of the source of the original decoration will be increased from 12.5% to 38.75%. However, there is no specific reference to the equity appreciation premium in the acquisition, only the following words: Based on the assessment report confirmed by the competent state-owned sector, the 3/7 net assets value is determined by the parties in consultation. The evaluation value of the 3/7 shareholding of the Hong Kong source decoration is 52,123 690,000 yuan, and the total capital increase is 57,000 yuan. And the latest swap plan shows that as of May 31, 2013, to the current value of income method estimates, the Hong Kong-origin decoration 26.25% Equity total value of 474 million yuan, more than the book price of 212 million yuan estimated value-added 123.32%. According to the plan, rivers create three-degree acquisitions to increase the number of Hong Kong source decoration, the first and third value-added rate of 441.57% and 123.32% respectively, and the second is not clear. In response to these problems, September 5, the river to create a securities department staff to the Securities Daily reporter expressed the need to verify, but as of the press did not reply.