A hot glass fiber asset, in the past twenty years, there have been many twists and turns story, investment fraud, illegal fund-raising, loss of state-owned assets, shareholders hollowed out joint venture assets...... Take over the sky (17.26, -0.89, -4.90%) is self-sustaining?
["securities market weekly" reporter Shi Ning] July 17th, Yuntianhua (600096.SH) announced that the company shareholders through private placement program, plans to not less than the price of 16.34 yuan / share, to not more than 10 specific investors not more than 142 million additional shares of A shares, to raise funds 2 billion 367 million yuan.
309 million yuan of funds raised will be used for Zhuhai Fuhua composite material limited company (hereinafter referred to as "Zhuhai composite") the acquisition of equity and an annual output of 30 thousand tons of alkali free glass fiber production line technological transformation project, the project total investment of 811 million yuan, the Zhuhai composite stock right acquisition price is 156 million yuan.
Earlier in May 28th, the sky and Yue Fuhua (9.59, -0.09, -0.93%) (000507.SZ) wholly-owned subsidiary of Zhuhai power control group Co. Ltd. (hereinafter referred to as "the power control group) signed the equity transfer contract, the former 156 million yuan acquisition of the latter holds 51% stake in Zhuhai composite.
The transfer of shares in November 30, 2009 as the base date, neutralization asset evaluation limited to cost assessment, the Zhuhai composite book value of the net assets of 294 million yuan, net assets of the assessed value of 305 million yuan, value-added rate of 3.75%.
In addition to the 156 million yuan equity purchase price, the sky will invest 153 million yuan to raise funds for the Zhuhai composite material capital, for the construction of an annual output of 30 thousand tons of alkali free glass fiber production line technological transformation project.
The announcement that the company will be listed as an important development direction of glass fiber industry in the field of new materials business, the transferee Zhuhai composite holding power and the subsequent capital, can increase the capacity of electronic cloth, glass fiber to optimize the product structure, to further improve the competitiveness of the business sector, in line with the company's glass fiber industry strategy.
The announcement said, according to the calculation results, achieved operating income of 442 million 810 thousand yuan after the project, the net profit of 86 million yuan, the internal rate of return of 16.84% (after tax), payback period (after tax) for 6.58 years (including construction period).
It's a project that looks promising, but is that really the case?
There are many twists and turns in the glass fiber assets around Zhuhai complex in the past twenty years, such as unfair investment, illegal fund-raising, loss of state-owned assets and tunneling of joint venture assets by shareholders...... Most of the original creditor and equity holders of glass fiber assets have not yet been paid.
Investors believe that this association of Guangdong Fuhua liability, with Zhuhai Guangdong Fuhua composite shares transferred to the sky and gradually withdraw from the Zhuhai composite, lest the interests claims without the door, then to claim their interests in different places.
To take over the sky, the Zhuhai composite might be a hot potato, the future can achieve the announcement described the earnings outlook to be smooth after the storm. {$page$}
Operation ten years, investors to implement
The predecessor of Zhuhai composites is the Zhuhai Special Economic Zone glass fiber Enterprise Limited (hereinafter referred to as "fiberglass special zone"). On 1984 the company's articles of association, the company by the Zhuhai aquatic product supply and marketing company (hereinafter referred to as the "Fisheries Company"), maycheong Trading Company Limited (hereinafter referred to as "the company"), Nanjing Fiberglass Research & Design Institute (hereinafter referred to as the "Glass Research Institute") three party joint venture.
March 28, 1990, the SAR glass fiber increased China building materials technology and Equipment Corporation (hereinafter referred to as building materials equipment) and the South Industry and Trade Corporation (hereinafter referred to as the "southern industry and trade") as partners. So far, five shareholders of the company, in addition to Macao ocean Meichang foreign, other shareholders of all state-owned shareholders.
In June 27, 1996, building materials and equipment will be held by the special glass fiber stake to Hongkong Yangming Investment Company Limited (hereinafter referred to as "famous investment"), according to the deep with the special word [2001] No. G187 audit report to the end of 2000, the latter still owed the equity transfer of 10 million 504 thousand yuan.
Informed sources said that under the background of reform and opening up, the operation of the glass zone has been in a state of chaos for a long time, and the parties concerned have not made clear the registered capital and the way they are invested. Until September 7, 1999, the parties signed the cooperation zone glass "on the cooperative management of Zhuhai Special Economic Zone glass fiber Enterprise Co Ltd of articles five", to determine the five shareholders of paid in capital of $11 million 200 thousand.
Among them, the Aquatic company to 89524 square metres of construction land as a contribution, accounting for 33.62% of the shares, the largest shareholder.
Meichang to Matheson led to the French Paris bank syndicated loan of $23 million in $8 million 512 thousand for the registered capital, accounting for 33.38% of the shares, is the second largest shareholder. The remaining $14 million 488 thousand loan to the joint venture company as the SAR fiberglass construction funds. The first glass every year since then, loan interest transfer to the firms, and then by the company to pay the Bank of Paris Meichang france.
Southern industry and trade, glass fiber research institute, well-known investment stocks were 15%, 9%, 9%.
The capital city of Zhuhai SAR glass Foreign Office approved to go into effect in September 20, 1999 (cited foreign words [1999]325 unique beads tube), and go through the formalities for registration in Industrial and Commercial Bureau.
The company chairman Wang Zongfa said aquaculture company obtained the right to use construction land acquisition funds from the special glass fiber borrow the funds originally from Meichang lent $14 million 488 thousand special glass fiber Co., Ltd. and aquatic products has not returned the loan.
Aquatic products company