Wan Jiang Logistics internal control ineffective Swallow bitter fruit subsidiary excessive financial innovation causes bankruptcy

Dong Hui found the subsidiary fund Black Hole through: Huai Ore logistics system fraud in the logistics of Anhui province without prior knowledge every reporter Chao De October 24 13:30, Wuhu Wanjiang Logistics (600575, the former closing price of 4.11 Yuan, formerly known as Wuhu Port) headquarters, a market for the neglect, But the event background is quite typical of the shareholders meeting quietly held. This was supposed to have a lot of shareholders and the media to participate in the general meeting, in addition to a few shareholders grumble, the process is unusually smooth. With the Huai Mine Modern Logistics Limited liability company (hereinafter referred to as Huai Ore logistics) Bankruptcy reorganization scheme successfully passed, Wan Jiang Logistics real test may have just begun. The highest loss of 2.9 billion yuan, destined to let the logistics of Wanjiang 2014 years to face losses. But what investors want to know is how the billions of dollars of capital black holes have happened, and who should be responsible for the whole thing? Huai Ore Logistics will be restructured October 24, "Daily economic news" as a shareholder trustee to participate in the logistics of the shareholder meeting in Wanjiang. Perhaps it is the thought that there will be a lot of shareholders and media participation in this meeting, listed companies deliberately will be held in the venue from the company a floor of the third floor conference room to accommodate at least nearly hundred people in the building room E, but the presence of the company's directors more than the presence of shareholders, including large shareholder Huai Mining Group, the shareholder representatives only a mere 9 people. The proceedings of the meeting, in the voting link, although the local investors in Wuhu continued to express dissatisfaction, but ultimately in the company Dong Secret comfort, and promised to exchange after the promise of calm down. After the meeting of the General Assembly resolution notice, Huai Ore logistics reorganization of the bill won 99.93% of the voting shareholders agreed, which, of the 5% of the minority shareholders under the voting rate reached 98.77%. In fact, there is no dispute about the necessity of the reorganization of the logistics bankruptcy, the focus of the dispute is why the Huai-ore logistics will come to today. "Huainan mining came in, Wuhu Port (now renamed as Wanjiang Logistics) is not." "At the shareholders ' meeting last Friday, more than one investor expressed that view. Before 2010, due to its own size and financial strength and many other reasons, Wuhu port as a pure port business enterprise, has not carried out business expansion, also never in the capital market refinancing. 2010, Wuhu Port to Huainan Mining (group) Limited Liability company (hereinafter referred to as Huainan mining) directional additional, Huainan mining under the Iron Transportation company 100% Equity and Huai Ore logistics 100% equity to inject. Since then, the major shareholder of Wuhu Port has changed to Huainan mining. As of 2013 annual report, logistics business and railway business total for Wuhu Port contributed 99.3% of the operating income, which, the company's logistics business is almost huai Ore logistics commitment, its revenue accounted for the proportion of total income of the company as high as 96.86%. However, in the eyes of investors, Huainan mining into the Wuhu port, Wuhu Port's share price in the two-tier market has been down. Transition from port enterprises to logistics enterprises, the market has been very optimistic about the arrival of Huainan mining in Wuhu, can greatly improve the company's performance. In 2008 10In the month of ~2010 October, the stock price of Wuhu port rose from 2 yuan to 25 yuan, up about 10 times times. However, with the formal entry of Huainan mining industry, the performance of Wuhu port is not as big as the market expected. Net profit rose 18.7% in 2012, while net profit fell 31% in 2013 and 34.6% in the middle of 2014. Due to the logistics business gross profit margin has always only about 3%, Wuhu port increase in the situation obviously can not gain market recognition. Since October 2010, the port of Wuhu has fallen from a maximum of 10.4 yuan/share (the former reinstatement price) to a maximum of 63%. Risk "Suddenly" broke out "daily economic news" noted that in the first half of 2014, Wuhu Harbor a lot of action, the momentum of rapid development, the slightest risk is brewing. April 2014, the Joint Credit Rating Co., Ltd. to the company issued the "12 Wuhu Port" bond credit rating to maintain AAA ratings, June, the SFC [micro-BO] issued by the Commission unconditionally through the company's targeted additional; in July, the Hong Kong group to the company's subsidiary Wuhu Port Group to increase capital and hold a 35% However, in the second half of 2014, the crisis in the port of Wuhu exploded overnight. In mid-July 2014, there are Media magazine, said, "Xilin steel in the first quarter of debt 19 billion, facing bankruptcy, Xilin Steel to find one of the state-owned enterprises to do the pallet, the concrete is the West steel on the platform of the sale of the latter, Wuhu Port's Still E-commerce platform has been for the Westwood Steel Xilin Steel is one of its eight brands, the original Xilin steel is expected to sell 5 million tons of steel in Still 16 billion yuan of the trading plan is also or stranded, Wuhu port is also implicated. In this respect, July 23, the Wuhu port issued a clarification announcement to clarify the above incident, and said that "Huai Ore logistics and Xilin steel business cooperation in the 210 million-yuan capital occupation of security measures based on the Huai Ore logistics risk controllable". August 16, the Wuhu port issued a notice that the company to Huai Ore logistics 1 billion yuan to share debt. The company said the move "will help to strengthen the Huai mineral logistics capital strength and optimize its assets and liabilities structure, reduce the ratio of assets and liabilities, improve financing capacity, is conducive to the long-term and sustainable development of Huai ore logistics." September 1, Wuhu Port formally changed the name "Wanjiang Logistics", however, only 4 trading days, September 8, Wanjiang logistics suddenly suspended. In the September 10 announcement, Wanjiang Logistics first disclosed a series of appalling crisis of Huai ore logistics. First of all, due to the absence of full funds to pay due debt, Huai mining logistics by the China Minsheng Bank Shanghai branch of the indictment; secondly, as at September 5, 2014, Huai Ore logistics in banks and other financial institutions, more than 20 accounts have been frozen, the total amount of frozen 150 million yuan; Furthermore, in the original director Huai Ore Logistics Chairman Wang Xiaoxiu outgoing audit process, found that the Huai Ore logistics receivables have significant bad debts risk, the company is expected to have significant losses. September 19, Wanjiang Logistics disclosure SSE received the news of the business acceptance of Huai Ore logistics, October 9, the company disclosed the board of Directors resolution Huai Ore logistics restructuring. The company said that after entering the statutory reorganization procedure, the creditor's rights and debts will be stripped from the listed company, the listed company has lost about 2.9 billion yuan to the Huai Mine logistics capital cost and the receivable item. Financial "innovation" brewing bitter fruit 4 years ago, Huai-Ore logistics as a high-quality assets into the logistics of Wanjiang, the company's ambition is to do the bulk of the means of production of "Alibaba [Weibo]". 4 years later, Huai Ore logistics has exposed tens of billions of financial black holes. What is the cause of Huai ore logistics almost overnight collapse? According to the Bulletin of Wanjiang Logistics, the adverse effects of Huai-ore logistics from the internal point of view is a subsidiary of the whole process of fraud and the parent company (listed companies) lack of supervision together. Wanjiang Logistics also said in the bulletin, Huai-mine logistics business is too aggressive, lack of strategic partner credit investigation, not to take effective security, mortgage, pledge and other measures corresponding to the total risk coverage of the receivables, the original chairman of Huai Wang Xiaoxiu abuse of power led to the internal control system failure, such as systematic collusion fraud and so on. The listed companies have defects and blind spots in corporate governance, internal control and daily supervision. However, the daily economic news reporter noted that, from the external factors, Huai ore logistics capital chain fracture from two reasons: first, Huai Mineral Logistics operating a single trade variety, more than 90% of the business for the operation of Steel products. Since April 2014, with Huai Ore logistics cooperation of steel, steel trade customer unit Capital turnover has serious difficulties, leading to Huai Ore logistics capital turnover difficulties; second, Huai Ore logistics by the bank listed in the steel trade enterprises, the credit line has been shrinking, leading to the Huai mine Logistics credit limit utilization rate of 100%, the cash flow unsustainable, Default on expiring debts. However, the biggest reason leading to the breakage of Huai-ore logistics capital chain is the excessive financial innovation. "Banks also have a lot of responsibility!" "Wanjiang Logistics Dong New Jinque outspoken to shareholders." New Jinque pointed out that Huai Ore logistics is established in 2008, the end of October 2010 to complete delivery into the Wuhu port. Huai Ore Logistics just started doing business is more real. New Jinque said, Huai Ore logistics risk is from 2012 made a "business silver" or "Manufacturer Silver" products began. "Just beginning to do is still very normal, capital flow, physical flow, bill flow are basically consistent." But in the course of the later, they made this virtual. The physical flow and the bill flow, the capital flow has taken off, the risk is not control well. Looking back, the risk began to appear in the beginning of 2013 or years, at that time, also did some bad debts, and so on, at the end of 2013, the risk is more concentrated, the outbreak is after April 2014, the industry decline, the bank stopped lending, their own problems, customers have problems. "New Jinque said, Huai Ore logistics do a lot of" commercial silver "products, eventually become a trading company financing means, these were eventually drawn away to carry out other investments. According to the Bulletin of Wanjiang Logistics, in the Huai-ore logistics capital of only 1 billion yuan, the bank granted the credit limit of up to 13 billion yuan, and the credit is not requiredobligation to review. At present, the Huai mineral flow burden of financial debt, the vast majority of the "commercial silver" business, involving Huai Ore logistics, "commercial silver" business Bank as many as 14. "If Huai ore logistics is not an accident, the present stage is the best time for logistics development in Wanjiang." "New Jinque told investors that the container business and the coal logistics business are now the company's profit growth point, last month, reached the best performance in history." "The relevant links Dong Secret restore found subsidiary funds black hole through: The logistics system of Huai-Kuang River Logistics in the first place without prior knowledge every reporter Chao De October 24 afternoon, in Wanjiang logistics shareholder meeting," Daily economic news "reporter to the identity of shareholders and other shareholders and the logistics of Wan Jiang New Jinque Exchange. New Jinque and Shareholders frank, detailed reduction of Huai ore logistics huge capital black hole in the past. In the view of investors, Huai ore logistics billion capital black hole is not a overnight, as the Huai Mineral Logistics, the parent company Wanjiang Logistics, as well as logistics management in the Huai River Logistics in Huaihe River in the bankruptcy case, there is an unshirkable responsibility. It is worth noting that, at the last juncture of the comprehensive audit of Huai-Kuang Logistics in Wanjiang Logistics, Wanjiang Logistics also carried out a 1 billion-yuan debt to the Huai Mineral logistics, which led to the loss of more than 1 billion yuan for the listed companies. Subsidiary system fraud break and the parent company Information Communication channel shareholder: What is the latest debt situation of HUAI-ore logistics? New Jinque: Preliminary statistics as at September 12, the net amount of bonds is about $16.1 billion and the total debt is about $16.7 billion. There is little likelihood of significant future changes. At present, Huai Ore logistics is in a state of production, has set up a team in cooperation with debt collection, judicial audit and other work. 16 billion of dollars of debt if there is no public security departments, the judiciary is difficult to intervene, the current debtors are mostly trade companies, effective assets are very few, the difficulty is relatively large, but with the intervention of public security departments, has also achieved a certain effect. Shareholder: Huai Ore logistics problems, the company did not find in time before? Why is there no wind control? New Jinque: After the grasp of the situation, this is a subsidiary (Huai Mine Logistics) level of the whole process of fraud, system concealment, cut off the parent company and its subsidiaries of information communication channels. According to the normal information communication channels, listed companies have major issues of communication systems, and various internal control system is also sound, but implementation to the implementation level has not been implemented in place. There is also a situation, our supervision of Huai Ore logistics has been internal and external inspection, such as external inspection of the audit and the SFC last year, the field inspection UNPROFOR, we as state-owned enterprises have some special inspection, but did not find major problems. Some of the minor problems found during the inspection were disclosed and rectified. Why did you find this? From the industry analysis, since April this year, the steel trade industry, such as banks to stop lending risks, because the Huai Mine logistics accounts receivable has been very high, we then realized that there will be a risk. But every time we let Huai ore logistics to verify the risk, the report came up with no problem. Just this April board transition, the original director of the company, Huai Ore Logistics, the original chairman of the Wang Xiaoxiu left back to the group to serve, we have his departure audit. Now look, only the transfer of his own, transferred from this post can gradually be found inside the problem, because Huai Ore logistics is Wang Xiaoxiu single-handedly founded. From the point of view of the time, April we are doing preparation materials such as advance investigation, May officially into the spot, at first there are many people watching, see this audit and the previous routine audit is not the same. After we gradually mastered a lot of information, to understand some of the situation; from May to August 25th, we have a basic understanding of the situation; August 25 to September 4, the main audit of the material wrapping; September 4 form the first draft; September 5 company leadership to sign audit report; September 5 to meet Wang Xiaoxiu in the afternoon. Shareholder: April The company found Huai Ore logistics problems, then why the July bulletin on the Huai Ore logistics problem or understatement? New Jinque: In July when the announcement, our investigation is still in the audit process, the results have not come out, some things can not be determined. Due to confidentiality, we do not know much about the situation, only the main audit knows. Shareholder: Was it wrong to mislead investors by such a clarification announcement in July? New Jinque: The July Clarification Bulletin is mainly aimed at the issue of Xilin Steel clarification, we have taken some measures such as factory mortgage, inventory back, etc., when the media reported, so we have to verify the clarification, was able to cover our to the Xilin steel a judgment. Not expected Huai Ore logistics will bankrupt debt to share 1 billion shareholders: since April has begun to investigate the Huai Ore logistics, August company but to the Huai Mineral Logistics made a 1 billion yuan debt to the stock, the company is not to reduce the ratio of assets and liabilities to save Huai Mine logistics? New Jinque: August 15 The audit report has not come out, the risk we do not know how big, but we want to maintain the company, debt to equity swap can reduce the balance of debt ratio of 4 points, from 94% to 90%, it is possible that the bank will increase confidence in him to maintain his cash flow. Shareholder: But now the problem is that after the debt-to-equity swap, the original claim cannot be claimed. Bankruptcy is the liquidation of the creditor's rights after the liquidation of equity, this 1 billion-dollar debt is not white lost it? New Jinque: Now it seems to be the problem. I didn't know it was going to go bankrupt. Shareholder: Who made the decision to swap debt for equity? If there were no debt swaps, would it not be thanks to these 1 billion dollars? New Jinque: At that time the board resolution only considered the situation at that time, did not consider this very serious situation behind. The audit results did not come out, people do not know to go to bankruptcy situation. If we had known, we would not have given him a debt-for-equity swap. Shareholder: It has been under investigation for several months since April, and you have just said that the situation was clear on August 25, and the debt-for-equity resolution was made on August 15, which is only 10 days apart. As the investigation goes on, companies should be more cautious about making decisions, and is it too hasty for the board to do so? New Jinque: At the time, the board made the decision, I think there is no mistake. The situation behind the development so fast, and even September 5Financial seizure, we did not grasp the situation, did not anticipate. Shareholder: How much less will a listed company lose without a debt swap? New Jinque: This is not the final liquidation results, do not know. Wan Jiang Logistics performance will be the current loss of assets injection is to promote shareholders: Huai Ore logistics bankruptcy, listed companies will lose how much money? Is the performance loss this year? New Jinque: The information we disclose is that the loss will not exceed 2.9 billion yuan. This year's results should be a loss. Shareholder: Will there be a retreat? New Jinque: The company now net assets of about 6 billion yuan, minus 2.9 billion yuan is still positive, so will not touch the risk of delisting. Shareholder: HUAI-Ore logistics is a major shareholder's assets, the major shareholders will not help the listed companies share some losses? New Jinque: This depends on the outcome of the reorganization behind, look at the proportion of the parties, may also be able to claim a part. Shareholder: is the company suspended or reorganized, or is it internal integration or has external involvement? New Jinque: Should be internal integration, excluding external. Shareholder: The Hong Kong Group and the company are suspended at the same time, the company and the Hong Kong group have no co-operation? Is there any relationship between reorganization and the Hong Kong group? New Jinque: We have been cooperating with the Hong Kong group, and we currently hold a 35% stake in the Wuhu Hong Kong Company and we hold 65%. As far as I understand it, the reorganization of the company's assets is not related to the Hong Kong group. Shareholder: Huai Mining Group What other quality assets can be injected into the listed companies? Is there any movement now? When can I get a double card? New Jinque: The group has assets such as coal, electricity and real estate, and holds stakes in finance companies and some companies. Which assets will be injected or injected into the demonstration phase. The reorganization of the company's assets and Sasac [Weibo] to communicate, the SASAC [micro-blog] is very supportive. Asset reorganization is already in progress, intermediary agencies have entered the stage of argumentation, but when the card is not yet confirmed. Shareholder: If the share price falls after the recovery, will the large shareholder repurchase or increase the shareholding? New Jinque: There is no such arrangement at the moment.