Spin Off Of Asset Restructuring Of Textile Enterprises

From the new field of textile and garment enterprises, mineral and real estate industries occupy the majority. But for the reorganization of the business situation, whether it is textile and garment enterprises themselves, or reorganization, are facing greater risks.

In the financial crisis, the "sequelae" of "injury" have not yet fully recovered. currency Many factors, such as tight policies, substantial appreciation of the renminbi, fluctuating cotton prices and rising production costs, have caused many textile and garment enterprises to choose asset restructuring at present.

Tianshan textile announced in June 17th that the transfer of the share transfer price of the company's 75% purchase of the West Delta mining company has been approved by the chamber of Commerce. Having experienced the first reorganization, Tianshan textile has made a comeback and unveiled the curtain of the textile and garment sector. Especially for textile enterprises, in order to cope with the international economic environment and fierce market competition, there may be more listed companies in the industry in the future.

Although the reorganization has given new opportunities to many enterprises that are difficult to keep up with or even been on the verge of delisting, many companies have returned to the capital market through other assets injection and main business transformation. From the new field of textile and garment enterprises, mineral and real estate industries occupy the majority. But for the reorganization of the business situation, whether it is textile and garment enterprises themselves, or reorganization, are facing greater risks.

Sticking to the main business? Changing the business?

In June 29th, ST de cotton (002072) announced that it would transfer 8851.23 of its holdings in the form of an open solicitation agreement, which was approved by the SASAC. This share transfer, which accounts for 50.29% of the total share capital of the company, is of great significance, allowing the market to rekindle its hope of restructuring.

ST de cotton went public in October 18, 2006. Since 2008, the company has been losing money for a number of years. Management believes that restructuring is the only way for the company to turn around. Therefore, in 2009, the German cotton group publicly transferred the 52 million 700 thousand shares of its listed company, and was eventually acquired by the Ai Ai Jia (hereinafter referred to as AI Jia Holdings). According to the restructuring plan at that time, ST de cotton acquired the 100% equity interest of Ai Ai Jia Hao Real Estate Group Development Co., Ltd., which is owned by AI Jia holdings. After the reorganization is completed, ST de cotton will become a real estate enterprise.

However, with the strict regulation of the real estate industry in October 15, 2010, the SFC announced that it had postponed the application for reorganization of the real estate development enterprises, and solicited the opinions of the Ministry of land and resources for the reorganization of the real estate applications that had been accepted. The backdoor listing of real estate companies has been "on the brakes", and the restructuring of ST de cotton has not ended.

In June 2nd this year, the ST cotton announcement announced that it would terminate the major asset reorganization of AI family holdings in purchasing assets and related transactions. At the same time, the first largest shareholder, the German cotton group, intends to transfer the 88 million 512 thousand and 300 state-owned shares of *ST de cotton by way of an open solicitation agreement. After the share transfer is completed, the German cotton group will no longer hold the ST German cotton stake. In the two tier market, the restructuring is expected to replace the performance, supporting ST de cotton's share price. In May 27th, ST's cotton share price was 8.13 yuan, but it quickly rebounded and stabilized above 10 yuan.

In addition to the restructuring of the main industries such as ST cotton, there are also textile and garment enterprises adhering to the main business, and Mei Er Ya (600107) is one of them. {page_break}

In June 28th this year, the company announced that the company received a majority shareholder. mailyard Group Co., Ltd. (hereinafter referred to as "Meyer group") letter, the largest shareholder of Meyer group, the actual owner of property rights, the construction of silver will be recently put all of its 79.94% equity, through the open auction. The completion of this transfer will result in a change in the actual controller of the company.

Last June, Meyer announced that it became a creditor of the original credit loan company. There is a market rumor that the strong licensing company limited and the actual controller of China's real assets to reach a restructuring agreement, strong card Co., Ltd. will inject strong liquor assets. However, Yang Wensun, chairman of Meyer, made it clear that the company will continue to develop textile and garment industry in the future and increase its brand building.

Although in the Mayer announcement, the transfer does not involve Meyer. Elegant capital Production and reorganization will affect the company's main business. But fund manager Wang Yawei, who is good at betting on Restructured shares, has quietly "settled in". As of the end of the first quarter of 2011, Wang Yawei held the top ten tradable shareholders in the Chinese market, holding 2 million 500 thousand shares.

Preference for restructuring of real estate and mineral enterprises

Whether it is to abandon the main textile industry, or insist on the original business structure, in the uncertain industry situation, textile and clothing listed companies choose to diversify into a trend. After leaving the textile industry, "to rely on" other industries, the textile enterprises reorganized the drama continues.

From restructuring to industry, real estate and minerals are the main choice. Before ST de cotton, Wanhao Wan (600576) was also the original textile company *ST Qingfeng, and became a listed company which mainly focused on chain hotels and real estate investment management. In 2008, the company began restructuring two times and injected 2 billion 400 million yuan assets into Tianbao mining industry.

The main fabric of cashmere yarn, cashmere sweater, sweater and blouse is also "love" mineral. With the help of restructuring expectations, it has been out of 5 trading boards for a long time, but after the first reorganization, the stock price has rapidly descended. Nevertheless, Tianshan textile still chose to apply for reorganization of the west mining industry in June this year.

In fact, since the beginning of the financial crisis, the main business of Tianshan textile has suffered losses. Although its operating profit in 2010 turned into a deficit, it only gained a profit of 730 thousand yuan. To reverse this situation, the local government began to inject mineral resources into the company. With the help of the government, Tianshan textile began to reorganize its mineral resources. In June 17th, Tianshan textile announced that the transfer of the share transfer price of the company's 75% purchase of the West Extension mining company has been approved by the chamber of Commerce.

According to the announcement, the mining industry has transferred the 50% stake of Xi Tuo mining to Tianshan textile, and Tianshan textile has paid about 74 million 30 thousand shares through the issue of shares, issuing about 74 million 30 thousand shares to the mining industry and issuing 5.66 yuan per share. The company has transferred the 25% stake of Xi Tuo mining to Tianshan textile. Tianshan textile has paid about 37 million 10 thousand shares through the issue of shares as a consideration, and the issue price is 5.66 yuan per share.

The reason why mineral injection is chosen is self-evident. In 2010, the total profit of Tianshan textile was 5 million 980 thousand yuan, and the government subsidized 5 million 850 thousand yuan, accounting for 97% of the total. Among them, only 4 million 370 thousand yuan of social security subsidies accounted for more than 7 of the company's profits. Tianshan textile and securities affairs representative Zhao Weiguo once said that after the financial crisis, the development of the textile industry was not good enough, and the future was restrained by the internal and external situation, and the profit of the textile industry was rather thin. It is not difficult to understand whether the market is concerned about the success of its restructuring. Asset restructuring opportunities and risks coexist

Textile and garment enterprises have high expectations for the reorganized performance, but not after the reorganization, the business situation can be "soaring".

Although the diversification of textile and garment enterprises can share the cyclical and fluctuating risks of single business, the investment of the listed companies in the textile and garment industry after restructuring is completely unfamiliar, which worries investors. Taking the reorganization of Tianshan textile as an example, the evaluation of the industry is mixed. The main reason is that it is impossible to achieve profit in 2011.

According to the assets appraisal report of the acquisition project of the textile company of the Tianshan Mountain, the 2012 profit share of the 75% stake of Xi Tuo mining was 53 million 258 thousand yuan, 70 million 118 thousand yuan and 70 million 118 thousand yuan from 2014 to 2003. Corresponding earnings per share were 0.109 yuan, 0.144 yuan and 0.144 yuan.

Tianshan textile said that the added value of the net assets assessment of Xi Tuo mining was 337.34%, of which the appreciation rate of intangible assets was 1020.4%. But huge profits often bring huge risks. The sky textile has no experience in mineral resources. At the same time, the investment in resource exploitation is huge.

He Zaihua, a senior researcher at CIC, pointed out that from the perspective of risk and revenue, Tianshan textile's acquisition of Xi Tuo mining industry is a coexistence of risks and benefits. The risks are mainly reflected in the following aspects: first, Tianshan textile's main business is textile, lack of experience in the development and operation of mineral resources, and doubt whether it can realize the stable operation of the west mining industry after the acquisition; second, the capital investment in the early stage of mineral resources exploitation is large, and is easily interfered by such problems as technology, environment and administrative licensing. Whether Tianshan textile can overcome these problems is variable.

In addition, Tianshan textile said that due to its current main assets, the first mining section of the Huang Po mining area in the city of Wuhan city was built in 2010 and 2011, the west mining industry could not achieve profits in 2010 and 2011.

In addition to Tianshan textile, the recent textile and apparel listed companies plan to restructure their assets in Chinese clothing (000902) and Jin Hua (000810).

But according to the July 6th announcement, Chinese clothing announced that the relevant communication and demonstration work could not be completed within the specified time, and the gold mine decided to suspend the reorganization. According to the announcement, the reason for the restructure is that the reorganization is complicated and the underlying assets are more extensive. Meanwhile, Chinese apparel and big shareholder Heng Tian Group promise not to plan reorganization at least 3 months later. In July 6th, China's clothing was limitless.

In May 31st, since the announcement of the suspension of Chinese clothing, a total of 4 announcements were made. In the 2 months before the reorganization of China's clothing industry, its second and third major shareholders reduced substantially.

In April 19th, China's clothing announcement said that from last December 31st to April 18th this year, the third largest shareholder of China, the total number of shares held by 2 million 756 thousand and 400 shares, was 1.07%. After its reduction, its shareholding ratio dropped to 3.39%. In addition, as of the close of May 17th, two stocks of East West Spring Company had reduced 12 million 899 thousand and 900 shares through block trading and centralized bidding, accounting for 5% of the total share capital. From March 3rd to May 17th this year, the number of times of West Quan reduction was as high as 16 times.

However, despite the setbacks in the restructuring of listed companies like Chinese clothing, the restructuring of the textile and garment sector is still difficult to stop. Perhaps now is the time to stop and learn to meditate.

Extended reading

SFC issued draft to standardize mergers and acquisitions of listed companies

In May 13th, the China Securities Regulatory Commission issued a notice on public consultation on Revising the relevant provisions of major asset restructuring and supporting financing of listed companies (Draft). The draft has clearly stipulated the supervision conditions for backdoor listing from three aspects.

First, it is required that the operation time of a business entity corresponding to the backdoor should be more than 3 years. The net profit of the last 2 accounting years is positive and the total amount is more than 20 million yuan; {page_break}

Two, after the completion of the backdoor listing, the listed companies should comply with the relevant provisions of the SFC governing and regulating the operation, and be independent of the controlling shareholders, the actual controllers and other enterprises in the business, assets, finance, personnel and institutions. There is no competition or unfair transactions between the controlling shareholders, the actual controllers and other enterprises controlled by them.

Three, it is required that the listing of backdoor should conform to the requirements of the state's industrial policy. It should be listed in a specific industry such as finance, venture capital, etc., which is separately stipulated by the China Securities Regulatory Commission.

At the same time, the draft revised the relevant restrictive provisions that separate the operation of major assets reorganization and supporting financing of listed companies. Where a listed company is required to issue shares to purchase assets, it may raise part of its matching funds at the same time, and its pricing methods shall be handled in accordance with the relevant regulations.

However, the draft is clear that the provisions will apply to the purpose of paying part of consideration and supplementary liquidity to improve the performance of major asset reorganization projects. The refinancing of listed companies which are not part of the major asset reorganization projects will be handled according to the existing regulations.