Semir Clothing 156 Million Eats Chinese Industry And Inherits Corresponding Debts.

It seems that all the clothing stores are in the "horse race enclosure" for their own sphere of influence.

(002563, closing price of 27.66 yuan) is no exception.

Yesterday, Semir clothing announced that the company plans to raise 100% yuan of Zhejiang overseas Chinese Industrial Development Co., Ltd. (hereinafter referred to as the Chinese industry) with a 156 million yuan raise fund, and inherit the corresponding debts. After the paction is completed, the company will acquire the housing ownership and the right to the use of land in the 236 Yanan Road, Shangcheng District, Hangzhou, Zhejiang, with a floor area of 2637.77 square meters.

Although Semir clothing believes the strategy is of great significance, the reporter noted that the net assets of the company actually accounted for -8995.69 million yuan, the assessed value was 49 million 331 thousand and 800 yuan, and the final contribution of 156 million yuan was 3.16 times that of the assessment value. So the paction of Semir clothing was so cost-effective.

Acquiring company net assets -8996 million yuan

According to the announcement of Semir dress,

Founded in 1999, with a registered capital of 30 million yuan, as of February 29, 2012, the total assets of the Chinese industry amounted to 17 million 204 thousand yuan, with a total liabilities of 107 million 161 thousand yuan and a net asset of -8995.69 million (accounting value was established by Lixin Accounting firm limited). Before the Chinese industry was engaged in import and export business, it now ceased operation. Its largest asset was an investment real estate, the above-mentioned comprehensive building located at 236 Yanan Road, Shangcheng District, Hangzhou, Zhejiang Province, with a floor area of 2637.77 square meters.

In view of the assets, the evaluation report issued by Beijing Zhong Hua Hua Asset Appraisal Co., Ltd. shows that, after adopting the market law to evaluate the investment property of Chinese enterprises, the net assets valuation of Chinese enterprises is 49 million 331 thousand and 800 yuan on the basis of a premium of 839.57%.

But surprisingly, the valuation of the Chinese industry is obviously too cheap in the eyes of Semir clothing, because Semir's financed final dress is 156 million yuan, equivalent to 3.16 times the assessment value.

According to Semir's clothing, the paction is a debt based takeover, which includes 156 million yuan, including 49 million yuan in equity pfer and 107 million yuan in liabilities.

From the data point of view, 107 million yuan is consistent with the liabilities in the aforementioned evaluation report, but where does the 49 million yuan pfer price come from, and what is the valuation value of the 49 million 331 thousand and 800 yuan, Semir clothing has no explanation.

A staff member of Semir clothing Dongfang office, who did not want to be named, told reporters that the paction price was determined by the two sides. The valuation value of 49 million 331 thousand and 800 yuan is only the reference price of the paction price, and it will not be carried out according to the above evaluation value.

There was also a plan to open a 2500 square meter flagship store in Hangzhou, Zhejiang, which was not a Chinese industry, but later found that the location of the Chinese industrial store was better, so it chose it.

"Because the valuation value of the investment property of the Chinese industry is 155 million 879 thousand and 200 yuan, and the feeling is not very different from the 156 million yuan. The 156 million yuan will be deposited in the custodian account of Citibank (one of the Chinese industrial creditors). It has been coordinated with Citigroup," the source said. "I am from Hangzhou, and I think the location is good."

Lawyer Zhang Yuanzhong said that the final contribution of the company was 3 times higher than the assessed value. Although it is the result of the consultation between the two sides, there is no problem from the legal point of view, but as a listed company, whether it can be fair and reasonable for all shareholders, whether the shareholders of the paction will accept or not, it is necessary to see the voting of the shareholders' meeting.

It is reported that the shareholders' meeting of this matter will be deliberated in June 12th.

Large difference in current assets before and after pfer

The reporter also noticed a detail that Chinese industry was still operating in 2011, but its operations began to stop in 2012.

According to the evaluation report of the Chinese industry, "from 2012 onwards, enterprises began to reduce trade operations and stop completely in February 2012", while the investment property of the main assets of Chinese enterprises is currently "used for rent".

Originally, there was nothing wrong with stopping the operation. But from the data of assets of Chinese enterprises, the company's monetary fund at the end of 2011 still had 45 million 970 thousand and 200 yuan, totaling 51 million 771 thousand and 300 yuan in receivables and 101 million 685 thousand and 600 yuan in total assets.

However, in February 29, 2012, the Chinese industrial money fund was only 343 thousand and 800 yuan, the total receivable was 128 thousand and 200 yuan, and the total current assets were 472 thousand yuan, which was only 0.46% of the end of 2011.

The gap between data is so great that some analysts believe that this may leave an impression of pferring assets ahead of time.

In this regard, the above-mentioned staff said that Semir clothing is based on the end of February as the benchmark to talk about the paction price, before the company's situation is not clear, and do not want to mix up, "in fact, whether or not assets do not matter, for us, it is meaningless, if it is a shell company is better."

Zhang Yuanzhong said that because the Chinese industry is not a listed company, its assets are not simply judged from several data. The private sector uses some methods such as shareholder dividends and capital reduction. Even if it is an asset pfer, it is hard to say anything.

Since the base date of asset appraisal is at the end of February, this phenomenon is right.

It has nothing to do with it.