The Restructuring Of De Cotton Shares Has Changed To Real Estate &Nbsp, And Future Earnings Will Be Stable.

Once in a dilemma, the prospect of de cotton share (002072) is gradually clear.

With the Shanghai real estate predator - AI family holdings, the de cotton shares are expected to be pformed into a new property.

With the continuous progress of restructuring, the inherent logic of the pformation of real estate has become clearer.

There are three ways to turn a profit into a profit in a listed company.

One is to give full play to exploiting their potential and break through difficulties; one is to rely on the support of powerful and large shareholders; another is to seek reorganizations to enter, re infuse high-quality assets, and realize the dilemma of enterprises.

As a matter of fact, the capital road is full of frustrations for the "untimely" German cotton shares.

Since its listing, the company has achieved net profit of 27 million 110 thousand yuan in 2006, and its net profit has decreased year by year.

Especially after 2008, the textile industry, which was seriously affected by the financial crisis, most of the textile enterprises had a sharp decline in export and difficult to operate.

It is impossible to help the company to reverse the dilemma through the support of the large shareholder de cotton group.

When the German cotton shares were listed, high-quality assets were put into the listed companies, the poor profit assets lien group, the retired members were stripped to the group, and the German cotton group suffered heavy pressure from bad assets and staff placement, and its development was difficult.

At the same time, in recent years, the textile industry has been stagnant, and with the huge impact of the financial crisis, the production of the group's enterprises has been seriously affected, the raw material reserves are insufficient, the production efficiency is low, the main production equipment maintenance and accessories update is insufficient, and the auxiliary materials are not invested enough, and the cash flow is also very intense.

In order to seek long-term development and win a win-win situation, the reorganization of de cotton shares is imminent.

The 2009 coincided with the restructuring of China's capital market, which provided a rare opportunity for the capital operation of the decotton share.

According to the insiders, the German cotton group has already installed the core assets business in the listed companies. When the group and listed companies are facing financial difficulties, they have limited resources to solve the physical difficulties.

De cotton believes that all assets, liabilities and business of de cotton share will be pferred back to the German cotton group, and the listed company will be sold as a "shell resource" premium. At the same time, retaining some shares for future development, obtaining short-term financial support while preserving potential value-added space is the best way for the German cotton group to deal with the crisis at this stage.

Win win program becomes the key to restructuring

Under such circumstances, finding a suitable reorganizing party to enter and reach the right plan becomes the key point to make the reorganization work smoothly.

The emergence of Shanghai AI Jia Holdings has won an opportunity for de cotton and de cotton group.

Through the pfer of shares, it can alleviate the short-term serious financial crisis faced by the group and its enterprises, and avoid further losses of the German cotton shares to reduce the value of state-owned assets.

The strategic exit of listed companies by the German cotton group can enable the group and its enterprises to stick to the "winter" of the industry and plan for the long-term development of the future.

The restructuring side Shanghai AI Jia holdings can make use of the capital platform of de cotton share to provide impetus for the development of enterprises and further expand the extension.

In November 11, 2009, the final announcement of the restructuring of the company was officially announced.

In this scheme, the reorganizing Party's holding company undertakes to promise its assets in the next four years, and undertakes that if the profit index is not fulfilled, it will be compensated by shares. This innovative commitment measure has attracted the attention of the market.

The industry has highly praised this innovative scheme, which considers that the plan not only takes full care of the interests of the restructured parties, but also is full of checks and balances, especially the performance commitment of share compensation, which is expected to become a benchmark case in the real estate backdoor craze, and it can be used for reference to other real estate companies listed on the backdoor listing.

First, balance the interests and ensure the fair valuation of assets.

According to the reorganization plan, the German cotton group has returned to the second largest shareholder of the company after pferring 52 million 700 thousand shares to the AI family holding agreement, still holding 7.11% of the shares of the German cotton company.

This has incorporated the interests of the German cotton group into the new company after reorganization, and its interests are highly consistent with the interests of the small and medium-sized investors.

In this way, the cotton group, as the selection agent of the reorganizing party, is more cautious in choosing the reorganizing party and in determining the reorganization plan, especially in the quality and profitability of the injected assets. Meanwhile, in the process of asset replacement, the price fixing of the assets and the assets are checked and checked, the de cotton group and the reorganizing party form checks and balances to ensure the fairness of the valuation and ensure that the interests of the listed companies are not damaged.

Secondly, the performance commitment is clear and clear, and shareholders really get tangible benefits.

For this reorganization, AI family holdings has made a promise that the net profit of the family in the 4 fiscal year of 2009-2012 will not be less than 812 million yuan; if less than 812 million yuan, AI family will calculate the share compensation number in a certain proportion according to the new share of the asset subscription, and give the share compensation to the holders of shares other than the new shares of the AI family.

From the point of view of the compensation object, in the reorganization plan of the cotton share, the paid party is to purchase all shareholders in cash by means of cash, avoiding the compensation cases in the past, which are mostly shareholders of the listed company, and in the case of "single dominance", most of the cash flows back to the shareholders of large shareholders again.

On the basis of compensation, the compensation shares in the de cotton joint stock reorganization scheme come from the major shareholders themselves, avoiding the practice of "disguised" taking advantage of the listed company's "disguised" withdrawal from the listed companies to take advantage of the listed company's equity to acquire loans from the listed company's shares after the reorganization.

Finally, in the reorganization plan of the de cotton joint stock company, the amount of promised profits is deducted from the profits after non recurring gains and losses, and the commitment period is as long as four years. This shows that the reorganization Party's determination and confidence to become bigger and stronger based on its main business, avoids the problems of malicious reorganization and short-term speculation in the reorganization of listed companies, and is conducive to the sustained and healthy development of listed companies.

Many people believe that this restructuring plan is the key point for the successful reorganization of de cotton shares.

If the plan is finally completed, it will win the win-win situation of the German cotton group, the home holding company, the German cotton joint stock company, the middle and small shareholders and the workers and local governments.

For de cotton group, through asset adjustment and strategic exit, it provides a way to solve the practical problems in operation, and helps to maintain local economic development and social stability. For AI family holdings, it will enter the asset market from now on, and its national strategy will gain the help of capital market and enhance its competitiveness. For listed companies, through asset replacement and net shell reorganization, it will pform itself from a struggling textile enterprise to a second tier real estate Blue Chip investor.

Future development after property conversion

If it can be restructured successfully, the 15 year real estate industry's AI Jia holdings will build a capital platform for its faster development and make investors expect more about the future of de cotton shares.

After 15 years of development, AI Jia Holdings has developed from a regional real estate company in Shanghai to a powerful national Real Estate Company, and has become the first real estate blue chip to enter the two or three line central city. It has been among the top 100 real estate developers in China for many years.

The love house is also quite powerful.

Statistics show that after the integration of assets, AI family court has included all the high-quality real estate assets of AI Jia holdings, including 9 real estate subsidiaries and sun company 100%, which are located throughout the country.

At present, the love family court has successfully obtained the two level qualification of the national real estate development enterprise.

In 2007 and 2008, the love family court achieved operating income of 949 million yuan and 1 billion 78 million yuan respectively, and realized net profit of 94 million 740 thousand yuan and 203 million yuan respectively. The income and net profit of 2009 are expected to be higher than that of the previous two years, and the company has good sustained profitability.

According to AI family controlling people, most of the assets injected into the assets mature into the income recognition process. Most of the cost investment has been completed. The project is nearly completed, and the part of the project is the land that the company took early. The cost is low, and the profit can be achieved. Once the reorganization is successful, it can create profits for the company and minority shareholders.

The company injected the assets into a reasonable structure, in addition to entering the harvest period of real estate projects, also included in the company's construction projects and land reserves, provide a guarantee for the sustainable development of the future.

Statistics show that the current sales projects mainly include the first phase two districts of Wuhan's "love home international Huacheng", which can be sold at an area of 154549.50 square meters, and shops and garages are not yet sold. The sale area has not yet been carried forward.

Besides, the 8500 square meter office building in AI International Building, located in Shanghai, is being sold in Xianfang.

Other residential projects like Ai Hua Hua and AI Jia new town are bought back by the government.

Projects under construction provide protection for the company's performance in the next three years.

It is understood that the company is currently under construction projects mainly include the total construction area of about 300 thousand square meters of Wuxi love home "Golden River Bay homes" project; the construction area of 474 thousand and 100 square meters of Anshan "love Royal Garden" phase I started in September last year; 12 24-29 storey high-rise residential Wuhan "love home international Huacheng" two phase, is expected to open this year pre-sale; two phases of the construction of Huzhou "love home Shanghai garden villa" project, the first phase of the project is expected to open in 2010 pre-sale.

In addition, the company's current land reserve can meet its development needs in the next three to five years.

Wuxi and Wuhan, Huzhou and Anshan have 495 thousand and 100 square meters of land and 1 million 285 thousand square meters of development area to be built. In addition, some of the companies have already obtained the confirmation of the paction or about 400 thousand square meters of land that has been paid part of the land, and the area to be developed is about 960 thousand square meters.

In view of this, if the reorganization is successful, the real estate's de cotton shares can have a stable and more substantial income in the next few years, and the interests of the small and medium-sized investors will be well protected.