Three reasons for the failure of the disclosure of reorganization: injecting asset premium rate is too high

The net assets of Kunming Foundation is only 740 million yuan, the valuation value under the income method is 1.751 billion yuan, the increment rate is as high as 148.53%. The IPO has been shut down, making the merger and reorganization of the A-share market a lively and backdoor tide. October 8, the listed companies merger and acquisition of the reorganization of the scheme will be formally implemented, no doubt this to the frenzy of the two Cities merger and reorganization of the market to add a fire, in the past September 17 this day, there are as many as 20 companies "group" wash off. However, the merger market is so lively, but contrary to the "clearance rate" of the decline. According to Financial weekly statistics, since 2012 (as of September 15, 2013), the two cities have a total of 122 merger and reorganization applications, did not obtain the CSRC merger and reorganization committee approved by up to 11, accounted for 9.01%, which is a few years ago, mergers and acquisitions piecemeal failed to form a huge contrast. Clearly, the merger and reorganization of the threshold has been improved. The chance of rising, in the eyes of the market, has much to do with the suspension of the IPO. "It is normal for regulators to move closer to an IPO after the IPO has been suspended," he said. "Some investment bankers in Shanghai said. "And, because mergers and acquisitions involve many interests, through mergers and acquisitions to carry out the benefits, or to achieve a variety of gray transactions in the original merger and reorganization process is not uncommon, so in the upcoming merger and reorganization of the audit system in the background, more need to audit the intensity of the strict, for the new system open. "he said. In these 11 cases, 6 companies have been the first time after the clearance is not submitted to the program and through the audit, including Lanzhou Hundred (600738. SH), Hongda Xingye (formerly St Gold Material, 002002.SZ), *st Tungsten (000657.SZ), Weiyuan biochemical (600803. SH), Hongda Mining (formerly Huayang Technology, 600532.SH) and the Electric wide media (000917.SZ). 4 companies have not yet resubmitted their plans to date, including the Everest of Tibet (600338). SH), Shanghai Science and Technology (600608. SH), Hunan Development (000722. SZ) and Ann Trust (600816.SH). In addition, the remaining one is Sheng Electronics (600699). SH) situation is more special, the company's first reorganization of the application is because the company was exposed to the acquisition of the relevant asset conditions are not mature, suspected of breaking through, and the SFC suspended the review, and then submitted the material and approved. Although the listed companies do not disclose the response letters that have not been approved by the regulatory authorities after the failure to do so, the potential reasons for not approving these 11 cases are not the same and are complicated. Injecting the asset premium rate is too high as the main reason for the development of Hunan restructuring plan in the eyes of the discerning are not reliable, no wonder there were market participants who called the reorganization a "overlord hard to bow" merger and reorganization plan, the quality of assets to be injected is an important factor in whether mergers and acquisitions can be approved, but many companies intend to inject too high a premium rate of assets,It is inevitable that market parties, including regulators, are not challenged. Hongda Societe Generale is a typical case. According to the St gold material issued by the reorganization of the plan, the company intends to Guangdong Hongda and its concerted action people Guangzhou Cheng, Wuhai Crown issued shares to buy its total holdings of Wuhai chemical 100% stake, the proposed asset valuation of 2.697 billion yuan. In accordance with the Sino-Union assessment "in the joint evaluation [2012] NO. 528" "Asset appraisal Report", as of the assessment base date of February 29, 2012, Wuhai Chemical combined caliber audited ownership of the shareholders of the parent company is 1.123 billion yuan, the evaluation value is 2.51 billion yuan, the value added amount is 1.388 billion yuan, the value-added rate is 123.6%. For the transaction of the evaluation of the higher value-added rate, st gold material at that time is "mainly due to the use of the underlying assets of the proceeds of the assessment, reflecting the purchase of assets in the future profitability of the value of". However, the market does not buy, then there is a fund manager frankly, such a high premium, it is difficult to obtain market recognition, "New issues are issued on a low P/E, not to mention the reorganization of assets." More than a premium, of course, will attract the attention of regulators, mainly to see you to support future earnings forecasts? If you can't list a detailed sales plan or order, it's hard for regulators to endorse the 123.6% asset Premium. "However, the reorganization of the two sides did not give up, and according to the supervision of the audit comments modified, supplemented the reorganization report." 3 months later, March 25, 2013, the merger and reorganization deal was approved by the regulatory level. The new "China joint Comment [2013] 97th" "Asset appraisal Report" shows that the Wuhai chemical combined caliber audited by the parent company shareholders equity of 1.287 billion yuan, the evaluation value of 2.63 billion yuan, the value added amount of 1.34 billion yuan, value-added rate of 104.24%, significantly lower than the previous 123.6% Value-added rate. The same is the case with Shanghai technology. Under the reorganization plan, the company intends to sell part of its assets to the former controlling shareholder, Spechin, or its designated third party, and to the current holding shareholder, Kunming, to buy 100% per cent of the Kunming Foundation it holds. The transaction constitutes a backdoor listing. Financial Weekly reporter to find the reorganization was not after the merger and reorganization of the Shanghai Science and technology to send a reply, which refers to whether the reason for: "The underlying assets of the business model, independence and sustainable management capacity there is a greater risk." "And the financial weekly reporter looked at the evaluation report, the net assets of Kunming Foundation is only 740 million yuan, the valuation value of the asset base law is 1.644 billion yuan, the value added rate is 133.39%; Under the income method, the value is 1.751 billion yuan and the value-added rate is as high as 148.53%. That is, no matter what the two algorithms choose, the value of the asset is already high, and the market investors are more criticized that, even so, the choice of Shanghai technology is precisely the higher valuation of the income law. Similarly, the development of Hunan to inject asset profitability is unclear or its reorganization is the important reason. Hunan Development at that time launched the reorganization plan for the listed companies to acquire by way of increasingThe big shareholder holds nine Huacheng to cast a 100% stake. As a result of the real estate regulation background, the SFC has actually suspended the approval of real estate injection, nine Huacheng investment in this asset injection is therefore more sensitive. However, in the eyes of the market, the restructuring plan should not be linked to real estate regulation, mainly because the continued profitability of injected assets is not clear. View the assets of nine Huacheng, as of October 31, 2011, the total assets of less than 200 million yuan, but also mainly in advance and monetary funds, from the operation of the nine Huacheng investment, the core business is only prior to the Xiangtan and the nine-China model Zone Management Committee signed the "Xiangjiang River basin BT Contract" and other projects. And from its performance, more "amazing": The company was established in April 2011, and as of the end of October, the cumulative revenue is 0 yuan, and also a loss of 220,000 yuan. Obviously, this reorganization plan in the eyes of the discerning people are not reliable, it is no wonder that some market participants called the reorganization is overlord the bow. The company has not yet resubmitted a new reorganization plan after the first reorganization was made. Touch the competition "red Line", holding the suspicion of cross shareholding for Hongda Mining, the complex relationship involved in injecting assets, a merger and reorganization involving three local listed companies, has also made HTC's first success. Although some reorganization plans do not involve injecting the asset premium rate and the profitability is not strong problem, but the suspicion of peer competition and the chain reorganization of the shareholders of the stock of cross shareholding, also did not escape the supervision layer of "discernment." Lanzhou hundred people for the first time may be involved in the latter case. In accordance with the public at the time of the announcement of the reorganization of Lanzhou, Lanzhou people want to the holding shareholder of the Red Mansion group 106 million shares, buy its Nanjing Huan North Market Management Services Limited 100% stake, the transaction price of 627 million yuan. However, if the deal is completed, the competition between the people of Lanzhou and the controlling shareholder may be bypassed. According to the information disclosed, the Red Mansion Group also has a positioning as a large commercial department of "Shanghai Square", located in the small commodity wholesale and retail market, "Shanghai Fu du shopping mall", Hangzhou Huan North Market and a number of hotel catering enterprises. However, other assets due to poor operating conditions, does not have the condition to inject the company, only Hangzhou Huan North market satisfied. In this way, the barriers to competition in the industry will come from the Hangzhou ring-North market. And from the data, Hangzhou Huan North Market in the small commodity city for the Red Mansions group leased property, according to the contract, the Red Chamber group, such as the small commodity city of the leasing right to the whole transfer to the other than the Red Chamber Group of the third party need to obtain the consent of the owner unit. Therefore, the commodity city into Lanzhou hundred people also have legal obstacles. For HTC, the complex relationship involved in injecting assets, and a merger and reorganization involving three local listed companies, have also made HTC's first successful success. In the restructuring before the start of the January 2011, the Huayang technology for the listed companies to replace the major shareholders, Hongda mining strength, and its chairman and Zibo, the richest man said Che Lianwen become the actual control. Then HTCMining to start restructuring, put into assets include: This Part owns the South Jin Yu mine and other operating assets and related liabilities, jinding mining 30% stake, Dongping Hongda 93.03% Equity and million treasure mining 80% equity. The difference is made up by Huayang technology to the Hongda mining industry. In fact, the proposed assets were highly profitable, with a net profit of 71.81 million yuan, 150.78 million yuan and 5791 per cent for the parent company in the first quarter of 2009-2011. Although there are many injections of assets to the bank, as well as the Huayang science and technology violations have not been dealt with, and other flaws, but in the industry, the injection of assets involved complex relationship is the underlying reason for the scheme. Hongda mining in the two months after the Huayang technology, the same as Zibo local listed company's large shares (has changed its name to "Hualian Mining" 600882.SH) announced assets reorganization plan, with all assets and liabilities as an asset, placed in the Hualian mining corresponding equity. It needs to be pointed out that HTC owns 19.39% of the proposed assets of Hualian Mining, the second largest shareholder, if the Hualian mining backdoor success, HTC will hold a large stake of 11.13% of the stake, become an important shareholder. Coincidentally, another local mining enterprises listed companies jinling Mining (000655. SZ) also has mergers and acquisitions, to 1.076 billion yuan to bid for large shareholders held jinding mining 40% stake. Even more embarrassing, HTC is also a shareholder in Jinding Mining, holding a 30% per cent stake in the latter, one of the core assets it wants to inject into Huayang technology. Analysts with investment bankers because of Hongda mining, jinling Mining, Hualian Mining, three are the same Zibo iron ore company, Hongda Mining, at the same time involved in three Shandong listed enterprises of the reorganization and acquisition, there are obvious cross shareholding, peer competition, core asset sharing situation, "is also a reason." "Citic Backdoor, the four major mishap to twists in the second half of 2011, the Security Trust reorganization parties in the updated material again reported to the SFC to re-enter the CSRC, and eventually even the merger and reorganization Committee this is not passed." As a heavy event in the trust industry, Citic Trust Backdoor Trust (600816). SH) has been the market attention of all parties, its reorganization scheme first through, after delay, and then be killed, after 5 years of reorganization drama can be described as ups and downs. As early as 2008 in June, Citic Trust Backdoor Trust scheme was approved by the Merger and reorganization committee, but was "cold treatment" by the SFC for three years. However, in the second half of 2011, the reorganization of the parties to update the material again reported to the SFC to re-enter the Commission, and eventually even the merger and Reorganization Commission this is not passed. The Securities and Futures Commission firmly refused to release behind, corresponding to the trust trusts many false truth. When the media broke the February 2012 rejection of the restructuring plan, the SFC to the Anxin Trust, which referred to the merger and reorganization Committee in the review of the four major issues: first, the company's actual controller disclosure and the merger and Reorganization committee meeting of the content of a significant inconsistency. SubsectionSecond, after 5 years of the trading program, its target assets, the issue of objects, the amount of shares issued have changed significantly, still use the original scheme transactions, lack of legitimacy, rationality. Third, the evaluation institution that provides the pricing basis has no qualification for securities evaluation, lacks legality, and the evaluation report issued by the institution has a great flaw. In the third place, the stock price of the trust, the assets and value of the transaction are changed greatly, and the original scheme pricing is still used. Like other 3 companies, such as Hunan development, Tibet's Everest and Shanghai Technology, the company has not resubmitted its new restructuring plan since its reorganization last year.