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In recent days, Fengyunjun has been thinking about a question, what should be the first necessary skill of listed companies? The old Zhang next door listened, his eyelids were not lifted, and he threw over a sentence: "Shell protection." ”
Simple three words, people feel daigo empowerment, yes, the shell to keep the happy change of posture, no problem! So the question is, a share of more than 3,000 companies, shell technology which is stronger?
Fengyunjun first recommended *st Huke (600608.sh).
First, the "immortal shell god" Shanghai science and technology
*st Huke, not called Shanghai Technology when the st, the full name of the company is Shanghai Broadband Technology Co., Ltd., which has been listed in 1992, and its main business is the processing and sales of steel pipe, metal profiles, bars and bellows products.
*st Huke experience is quite bumpy, since the listing of four changes of its owner, two of the major shareholders have regarded it as a hot potato, want to sell as soon as possible, the last one also thought about injecting assets, so far has not succeeded.
It is said that the company's first controlling shareholder was the Shanghai Metallurgical Industry Bureau, which had not lost money for eight years at the helm.
On September 30, 2000, Nanjing Sweet Group Co., Ltd. (hereinafter referred to as Sweet Group) took the backdoor position, and the company's first main business became the production, sales and service of community broadband access network, which was the hot information industry at that time, while the production and sales of steel pipes, metal profiles and other products relegated to the second main business.
In that year, the company achieved a net profit attributable to the shareholders of the listed company of 30.1196 million yuan, an increase of 40.49% over the previous year; deducted non-net profit of 43.9327 million yuan, an increase of 150.96% over the previous year. The listed company is called a happy ah, a foot into the fast lane of high-tech industry, the money road is very good.
Bate, this is also the peak of the performance of listed companies under the second shareholder. Subsequently, the company's performance deteriorated, and finally achieved a loss of main business in 2004, and has not reversed losses since then. In 2005, the company's net profit attributable to the company lost 253 million yuan, and since then began the rhythm of "losing two years in units of 100 million, and then making profits in units of 10 million for one year", until 2008 changed hands again.
In fact, as early as 2006, the shares of the company held by the major shareholder Sweet Group were auctioned off due to insolvency. In 2008, Wuxi Wanfang Communication Technology Co., Ltd. won a total of 42.8763 million shares through two auctions, becoming the controlling shareholder of the company in one fell swoop.
However, this major shareholder and the next major shareholder Shi Peixin should have little interest in the controlling rights of listed companies, and quickly sold shells after taking office, until 2012, Kunming Transportation Investment Co., Ltd. (hereinafter referred to as "Kunming Jiaotong") controlled *st Huke, and the listed companies were relatively "stable".
Why is it relatively "stable"? According to the company's annual report, Kunming Jiaotong Acquired 27,376,311 shares of the listed company by buying 100% of the equity of Wuxi Wanfang Communication Technology Co., Ltd. in 2011; subsequently, it bought 12.11 million shares of Shi Peixin, the controlling shareholder at the time, through auction, and finally became the controlling shareholder of *st Huke with 39.4863 million shares. All of this is to put Kunming Infrastructure Investment and Construction Co., Ltd. (hereinafter referred to as "Kunming Foundation") into a listed company.
Second, the teacher has not succeeded
In fact, before Kunming Exchange investment obtained control of the listed company, it was already promoting a major asset restructuring of the listed company to purchase 100% of the equity of Kunming Foundation. However, the shares held by the former controlling shareholder, Shi Peixin, were judicially frozen and faced auctions, making it difficult to advance major asset restructuring.
Kunming jiaotong stomped his heart and crossed his heart, simply bought the shares that were auctioned off, and even took out more than 70 million real money and silver to repay the debts of listed companies, which was evident in its determination to promote the backdoor of Kunming Foundation * st Huke.
In July 2012, the listed company announced the transaction plan. The pre-plan shows that the transaction is divided into two parts:
The first part is the sale of major assets. The Company intends to sell to Shi Peixin or its designated third party some of the assets of the listed company as of the valuation reference date, including: 75% equity of Jiaotong University Chuangqi, 76.97% of the equity of Jiangsu Yiyuan, 70% of the equity of Yongxin Ripple and 41.05% of the equity of Suzhou C*Core. The second part is the issuance of shares to specific targets to purchase assets. The Company intends to issue shares to Kunming Jiaotong to purchase 100% of the equity of Kunming Foundation held by Kunming Jiaotong.
According to the 2012 annual report, among the assets to be sold, Jiangsu Yiyuan, Yongxin Ripple and Suzhou C*Core are the main participants and holding subsidiaries of listed companies, involving industries including information technology services, microelectronics technology services and bellows production. After the completion of the transaction, the original main business of the listed company was only steel pipe and metal processing and sales.
As for the Kunming foundation, as the name suggests, its main business is infrastructure construction, including investment and financing, construction management and operation, st Huke is about to turn into a phoenix.
However, this major asset restructuring was rejected by the Csrc's Issuance and Review Committee, and the specific reasons for the listed companies were secretive, but the outside world speculated that it was related to Kunming Foundation itself.
According to the restructuring plan, the asset-liability ratio of Kunming Foundation itself is extremely high. At the end of 2011, the end of 2012 and June 2012, the asset-liability ratio of Kunming Foundation was 89.70%, 89.22% and 86.52% respectively. Moreover, the company's debt structure is very dangerous, at the end of 2011 and June 2012, Kunming Foundation's liabilities are all current liabilities, and the debt repayment pressure can be imagined.
Note: Kunming basic main business income
As can be seen from the above figure, if the transaction is completed, the company's main business will be the comprehensive consolidation of the land in the area.
As we all know, the demand for funds in the comprehensive improvement business of the precinct is too large, and in the case of such a high asset-liability ratio, the road to Kunming's basic independent debt raising will be very difficult.
As a result, the sustained profitability of Kunming Foundation has been questioned.
In addition, in June 2012, the balance of "other payables" in Kunming's basic balance sheet was 5.881 billion yuan, accounting for 91.79% of the total balance of liabilities.
Among them, kunming trading investment and kunming panrong real estate co., LTD. two related parties through the "current payment" project to their blood transfusion of 5.329 billion yuan, accounting for 90.61% of the total balance of "other payables".
As a result, the independence of Kunming's foundation has also been questioned.
Independence and sustained profitability are the focus of the NDRC' attention, and it is normal for the restructuring plan to be rejected.
Third, wash dry and peel off, reduced to an empty shell
After the restructuring plan was rejected, although the listed company claimed to continue to advance, it did not take action until the restructuring plan expired and became invalid. Not only that, but listed companies have slowly begun to sell assets that are ready to be sold in the restructuring plan.
As of June 30 this year, the only main participants and holding companies of *st Huke are Shanghai Special-shaped Steel Pipe Co., Ltd. (hereinafter referred to as "Shanghai Special-shaped Steel"), Shanghai Special-shaped Steel Pipe Products Co., Ltd. (hereinafter referred to as "Special-shaped Steel Products"), Shanghai Yongxin Corrugated Pipe Co., Ltd. and Shanghai Yixuan International Trade Co., Ltd. Previous information technology and microelectronics related assets have been divested.
On November 21, the listed company announced that it would carry out a major asset sale, intending to sell 100% of the equity of Shanghai Different Steel and 80% of the equity of different steel products. After the completion of the transaction, the total assets of the listed company were 212 million yuan, including 201 million yuan in cash obtained from the transaction, and only 249,700 yuan of fixed assets remained, and it no longer held intangible assets. At the same time, it also means that the processing and manufacturing business of steel products has been divested, and the company's business is only left with commodity trading business.
In this way, the listed company will become a substantial shell. In this way, the biggest possibility is that there is no longer "Shanghai technology" in the world, and there is an empty shell that is washed and stripped away only for those who come.
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