Yangtze River Power: Expensive "purchase" the risk of the sky

Dinosaur (Kolong) data senior risk analyst: Make a dragon "risk public opinion" risk Index: ★★★★★ dinosaur (Kolong) data monitoring shows that the Yangtze River Power on August 31, 2009 held the first meeting of the provisional Shareholders in 2009, considered the adoption of the "　　On the proposal of major assets reorganization and related transaction, the company acquired the assets of the underground power plant of China Three Gorges Group Corporation. September 15, 2011, the Yangtze River Power 2011, the first meeting of the provisional shareholders approved the acquisition of large shareholder China Three Gorges Group of the underground power plant project, to determine a total of two batches of assessments, two acquisition of underground power plant assets,　　The details of the first and second batch of assets are subject to the asset assessment report of the assets issued by the evaluation agency. The final acquisition price of the underground power station is estimated at about 12 billion yuan, according to the results of the assessment approved by the state-owned Assets Supervision and Administration Commission of the State Council on the first assets and the estimate of the second batch of assets by the evaluation agency.　　The Changjiang electric power pays the transaction price to the China Three Gorges Group Corporation in cash way.　　According to the design plan, the Three Gorges Group underground power station 6 units all put into operation after the production capacity of 3.511 billion KW, the annual net profit of 960,000 yuan. "Risk Warning" the Yangtze River Power Brewing two years of the underground power plant acquisition plan, has been strongly questioned by the market, but also some investors said the move is "naked interest delivery."　　If in-depth analysis of the entire incident, we found that the Yangtze River power consumption of huge sums of money, unexpectedly is "procurement" the full sky risk. Risk: Voting procedure defective Risk Yangtze power The provisional shareholders ' meeting to consider the acquisition of large shareholder underground power station assets, and did not set up a network vote. According to the third article of the implementation rules of the Shanghai Stock Exchange listed companies ' general meeting on the Internet voting in 2011, the listed companies hold general meeting to consider such matters as "the reorganization of major assets of listed companies" and "relevant matters which have significant influence on the shareholders ' interests of listed companies and social public shares".　　The shareholders should be provided with online voting methods.　　Yangtze River Power acquisition of the transaction amount has exceeded 30 million yuan, and accounted for the company 2010 annual audited net assets of more than 5%, is a major related transactions, therefore, should set up a network vote. In this regard, the Yangtze power argued: "The underground power plant acquisition is not new, but the company in 2009, the first meeting of the provisional general meeting of the major asset reorganization approved the part of the programme, the main board of directors to apply for approval to continue to authorize the acquisition of the issue, do not need to set up "Dinosaur (Kolong) data risk analysts believe that the general Framework agreement on acquisition of assets and the first acquisition of assets agreement passed by this general meeting of shareholders are the implementation of the major asset restructuring programme approved by the first general meeting of shareholders in 2009, but This should not be a reasonable reason for the power of the Yangtze to refuse to continue voting online. Because, the shareholder exercises the network to vote the power, should conform to the network vote the matter standard,The meetings of the independent General Meeting of Shareholders (the provisional General Assembly), irrespective of the relevance of the content of the resolutions, are not, after the completion of one exercise, representative of the subsequent voting.　　The justification of the Changjiang electric power is obviously the misunderstanding to the shareholder exercising the right to vote on the Internet, even more suspicion violates the network voting right of the minority shareholder, resulting in the fact that many small and medium-sized shareholders cannot express their wishes through the network. Risk bis: Transaction pricing unfair risk Dinosaur (Kolong) data monitoring shows that the Three Gorges underground power station 2011 years first put into production of 3 units, utilities and professional equipment. 3 units were put into operation in the second batch in 2012. According to the asset assessment report, the estimated value of the first assets of the underground power station was $7.64 billion for the benchmark day of June 30, 2011.　　In addition, the evaluation agency estimated the second batch of assets, and the final acquisition price of the underground power station is expected to be about 12 billion yuan. Dinosaur (Kolong) data risk analysts believe that the proposed acquisition of the underground power plant asset transaction prices, although the independent director of the Fair, and the State Council SASAC approved assets Assessment Report determined by the valuation of the assets. However, the associated transaction price pricing is suspected of unfair risks. Because the Yangtze River Power 2009 Major Asset acquisition Program 6 units of the total investment estimate of 9.1 billion yuan, the acquisition price of 12 billion yuan, a premium of 1.9 billion yuan. In addition, according to the information, the first batch of assets evaluation Base Day book value is 4.13 billion yuan, compared with 7.64 billion yuan evaluation value, the evaluation rate is 84.99%.　　Moreover, the relative 12 billion yuan purchase price, only can bring less than 500 million yuan of profit each year, the asset yield is obviously low. Although the Changjiang power has argued that the asset appreciation rate reached 84.99%, it was mainly due to a significant increase in labour costs and construction costs during the construction of the underground power station, in addition to the ancillary engineering fees for some of the expansion projects in advance. In addition, the 5-year construction period of capital cost is not small. The carrying value of the underground power station contains only a small amount of loan interest generated by external borrowings, but the capital cost of the total investment is taken into account in the asset assessment.　　At the same time, the Yangtze River Power did not in the acquisition plan for the premium reasons for a clear explanation and interpretation. Dinosaur (Kolong) data risk analyst believes that in the related transaction, the transaction price is fair, related to the interests of listed companies and all shareholders, if the basis of the pricing is unreasonable, the reasons for the premium or low price is not sufficient, it is inevitable to be suspected of "interest transmission", once verified that the listed companies and the director of personal responsibility,　　The Executive shall be liable for compensation, and may be punished by the regulatory body, and the serious circumstances may be suspected of damaging the interests of listed companies. Risk third: Profitability is not enough risk is understood that the underground power plant for the hidden project, only in the flood season in the flow of storage than the main plant units full of traffic required to generate electricity. According to the design plan, the Three Gorges Group underground power station 6 units all put into production after the electricity generation is 3.511 billion kw, realizes the net profit every yearis 960,000 yuan.　　Obviously, the cost recovery cycle for this project is very long, and the annual earnings per share is very low. However, the Yangtze River is optimistic about this, the announcement said, after the acquisition of underground power plants, such as 100 million kw per excess electricity, can increase the company's net profit of about 17 million yuan, with better marginal benefits.　　According to industry personage analysis, 3.611 billion kw already belong to saturated electricity generation, the expectation that produces marginal effect is not high. Dinosaur (Kolong) data risk analyst thinks, although, along with the electricity price rises, the Yangtze River Power Three Gorges power station overall net profit also will rise, but, the underground power generation project is subjected to the flood season abandoned water flow size and the electricity generation limit, whether can produce the anticipated income still has many uncertain factors.　　If the profitability is insufficient, it will inevitably affect the overall performance of the Yangtze River Power. Risk: Capital flow tension risk This acquisition, the Changjiang Electric power will pay the transaction price to the China Three Gorges Group Corporation in Cash Way, from 5 working days from the date of entry into force of the general Framework agreement, prepaid RMB 500 million yuan to the Sanxia group as advance, delivery date according to the batch of underground power station assets transaction Price 30%　　Payment of the first price and the remaining price shall be paid within one year from the date of delivery and, if postponed, on the basis of the interest rate of the bank loan at the time of the settlement date as announced by the People's Bank of China.　　Dinosaur (Kolong) data risk analysts believe that the Yangtze River Power in the acquisition of the huge cash pressure, may face a greater risk of default, unless the Yangtze power in the capital reserves of early preparation, or in agreement arrangements to ease the pressure on the fund, otherwise the risk of a shortage of funds may be imminent. Risk V: Information Disclosure Latency risk This general meeting of shareholders was held on September 15, but one weeks have passed, and there is still no notice of any resolution issued, thus, the Yangtze River Power allegedly delayed the release of significant information risks. Moreover, the meeting information of the general meetings of the shareholders has not been announced at the same time as the meeting notice, a week apart, it is inconvenient for shareholders to master specific motions.　　All these reflect the lack of normative information disclosure in the Yangtze River Power, if not corrected in time, may lead to more serious information disclosure problems. Although the acquisition has been widely questioned as "benefit delivery", but we are more concerned about the power of the Yangtze River in the purchase of underground power stations, but also "buy" what the huge risk?