Fukai Summary: While mergers and acquisitions while taking advantage of the situation to reduce their holdings, the hidden dangers of goodwill finally broke out after 4 years, but what does it matter.
Author | makuen, WeChat public number: fukaicaijing (ID: fukaicaijing)
With the approach of February, the A-share listed companies began to be busy for the disclosure of the annual report of 2018, and there are more listed companies early disclosure of the annual report preview. Among them, there is no lack of listed companies performance "black swan" event.
Chang Aluminum shares, for example, the company due to the high premium merger and acquisition of assets in 2014, Long Vein clean and delayed disaster to 2018.
Due to the substantial goodwill impairment of the subsidiary Long Vein Clean, Changalco revised the 2018 annual results forecast, the company is expected to have a loss of 380 million yuan - 450 million yuan in 2018, down 323% - 365% year-on-year. In the third quarterly report, Changalco had expected the annual net profit to be 75 million yuan - 140 million yuan, a year-on-year decline of 53.05% - 17.95%.
Some investors believe that: "The performance of Long Vein Clean today, in fact, has shown that the layout of Chang Aluminum shares in the field of big health is a failure.
The industrial and commercial information shows that the pulse clean was established in October 29, 2009, the registered capital of 319 million yuan. The main business is in accordance with GMP-related standards and customer demand for pharmaceutical enterprises clean area engineering, including clean piping systems, automatic control systems, clean industrial equipment, design consulting and GMP verification, clean area systems and overall solutions.
November 8, 2014, two consecutive years of losses * ST Changalu (now renamed: Changalu shares) announced that the company and its wholly owned subsidiaries intend to acquire 100% of the equity of Shanghai Long Pulse Clean Technology Company Limited through the issuance of shares and cash, the latter is a medical service provider, valued at 1.012 billion yuan, a premium of up to 510%.
Due to the high premium, Changalco has generated about 800 million yuan of goodwill in the acquisition of Long Pulse Clean. As of the end of 2017, Changalco's goodwill increased to $994 million, although no provision was made for accrual.
It has to be said that in the "big health" aura, Changalco's move to acquire Long Vein Clean attracted a large number of investors, however, Fukai Jun found that, in the three years of performance commitment, Long Vein Clean, in addition to 2015 did not complete the performance commitment, the other two years of performance in the performance in the middle of the road. However, once the three-year commitment period, the pulse seems to be no longer by the "big health" halo shrouded, the performance of a significant decline.
The data show that in 2017, the whole year, long pulse clean medical clean plate revenue of 360 million yuan, net profit of 86.01 million yuan. 2018 first half, the plate's revenue plummeted to 23.18 million yuan, net profit of only 4.51 million yuan. By 2018, Long Pulse Clean was even more directly declared a huge loss because of the provision of goodwill impairment.
Three years after the commitment period of the pulse clean "face" speed is comparable to a rocket, have to let people doubt its previous performance in order to complete the performance of the commitment to be "whitewashed".
In this regard, an investor said, strongly appealed to the Securities and Exchange Commission to check the company originally raised large sums of money to where? Why the sudden performance will be a big change. Investors believe that this behavior infringes on the interests of small and medium-sized investors.
According to Wind data, the company had two consecutive years of losses, including a loss of about 69 million yuan in 2012, a loss of about 59.2 million yuan in 2013. early 2014, *ST Changalu executives said in an interview with the media, the company must realize this year to reverse the loss. After many months of planning, *ST Chang aluminum to the outside successively threw two major asset acquisition announcement.
*ST Chang aluminum in March 2014 announced the acquisition of 100% of the equity of Shandong Xinheyuan, valued at 271 million yuan, a premium of up to 477%. It is worth noting that *ST Changaluminum's controlling shareholder, Changshu Aluminum Foil Factory, holds 49% of Shandong Xinheyuan's shares.
After the announcement of the transaction program, *ST Changaluminum March 18 - March 19 for two consecutive trading days down. However, despite the many dissatisfaction, based on and *ST Changlv has *** with the goal of the shell, the asset acquisition program was adopted by the shareholders' meeting.
Immediately after, *ST Changalu in August 2014 again to the market a surprise: the company is planning a major asset reorganization. November 8, the company released "the company and wholly owned subsidiaries through the issuance of shares and cash way to acquire 100% of the equity of Shanghai Long pulse clean technology Co.
ST companies in order to protect the shell, asset mergers and acquisitions is a very common thing, but some investors suspect that the company's two restructuring program hidden mystery.
Among them, the acquisition of the subject of Shandong Xinheyuan's shareholders attracted the attention of investors. It is understood that the two major shareholders of Shandong new source of aluminum foil plant and natural person Zhu Ming, which Changshu aluminum foil plant holds 49% of the shares of Shandong new source, Zhu Ming holds 51% of the shares. 2013, *ST Changalu is the second largest supplier of Shandong new source.
The other identity of Changshu Aluminum Foil Factory is the controlling shareholder of *ST Changlv. Some investors questioned: from the published data, the profitability of Shandong new source is not worth the listed company to give 477% premium. This acquisition is suspected of giving the controlling shareholder to transport benefits.
For this statement, the company "denied" that: the reorganization, is based on the company's strategic layout of the future development of the business to make decisions, through the extension of the industrial chain.
However, before the reorganization of the company's stock price fluctuations were questioned by the outside world for insider information leakage. The company since August 18, 2014 since the opening of the market suspended trading. The closing price of the company's stock on the trading day before the suspension, that is, August 15, 2014, was 6.23 yuan / share, compared with the 21st trading day before the suspension, that is, July 18, 2014, the closing price of 4.9 yuan / share rose by 27.14%, there is the phenomenon of stock price fluctuations. Some analysts believe that the company's share price variation, or related reorganization information has been leaked to the public.
Some investors suspect that: *ST Chang aluminum chain of restructuring, or in order to pave the way for the controlling shareholders to cash in the future. The first step of the reorganization, the controlling shareholders will first inject its assets into the listed company, the company's "baggage" transferred to the listed company, while enhancing the number of shares of the listed company. Immediately after the injection of cross-border medical assets with strong profitability, the secondary market share price will continue to rise, the market value of shares held by controlling shareholders will also rise. The controlling shareholders through the reorganization, can be said to be two in one.
In this regard, the company explained at the time, since the listing so far, the controlling shareholders do not exist to reduce the stock cash behavior.
But Fukai Jun found that the actual controller of Changalu shares Zhang Ping in 2014 after the announcement of the above two restructuring news had a large amount of reduction behavior.
Flush statistics show that as of August 22, 2014, Zhang Ping's shareholding was reduced from 17.82% to 17.42%; by December 25, 2014, Zhang Ping's shareholding dropped again, to 16.59%.
If, before the company's actual controller Zhang Ping or a small range of quiet reduction, to April 3, 2015, Zhang Ping's shareholding is a straight-line decline, down to 11.19%. Thereafter, in less than two months, Zhang Ping once again reduced its holdings, as of June 17, 2015, its shareholding fell to 10.78%.
Fukaijun found that Zhang Ping's reduction around April 2015 was the most significant. And this has a lot to do with the company's stock price trend in 2015.
From the market trend, Chang Aluminum shares at the end of 2014, the share price of about 6 yuan / share circling up and down, and in 2015, the company's share price in the merger and acquisition of the "big health" industry under the stimulation of the rise, as of June 2015, the company's share price climbed to the highest price of the year, for 20.68 yuan / share. Yuan/share.
It has to be said that, after the real controller's large handful of reduction, the share price of Changalu shares continued to fall to the current price of 3 yuan / shares.
On December 28, 2018, the company again announced that it had issued shares to buy 100% of the equity of Taian Dingxin Cooler Co.
In the case of constant share issuance for acquisition, the share capital of Changalco is currently 757 million shares, and the company's share price is 3.38 yuan per share. In the case of 2018 pre-loss, Changalco's acquisition can bring life to the company remains to be seen.
Fukai Finance None of the information published does not constitute investment advice, according to which investment is at your own risk