There Is A Sharp Divergence In The Major Asset Restructuring Of The Company.

The major asset restructuring of 600248.SH has entered a delicate position.

"It is doubtful to extend the related assets of the controlling shareholder of the acquisition, the selection of assets assessment methods, and the assessment results, especially when the assets are not committed to performance. We are worried that the interests of listed companies will be damaged." An extended construction investor told reporters on twenty-first Century economic report in June 16th.

In fact, during the lengthening of the board of directors meeting of the board of directors, Li Zhi, director of the board of directors, abstained from voting on 16 of the bills. The director of the board of directors of the board voted against or abstained from the 4 motions. On the same day, the meeting of the extension of the board of supervisors was also abstained.

But what is fishy is that it was held in June 5th to convene a board meeting to audit the major asset reorganization. The announcement in June 6th was only the result of consent, objection and abstention. There was no abstention or objection to the names and reasons of directors and supervisors.

It was not until June 13th that the announcement of the revised edition of the conference was extended, which added the reasons for directors and supervisors to abstain or oppose.

The announcement of the revised revision of the extension is supplemented under the intervention of the Shanghai Stock Exchange. A person close to extension has told the twenty-first Century business news reporter.

Basic law assessment of mystery

On the basis of the abstention vote of director Li Zhihe and Fu Jieping, there is doubt about the extension of the final transaction price, assessment method and assessment conclusion of the major asset reorganization. The plan needs to be adjusted.

The extension of the construction and conversion of shares, the merger of Shaanxi construction company and the collection of supporting funds and related transactions report (Draft) show that it intends to buy 100% stake in Shaanxi construction company at 8 billion 519 million yuan, and raise matching funds at no more than 2 billion 130 million yuan.

Shanxi Jian shares are divided into 99% and 1% shares by the Shenhua construction holding company, Shaanxi construction holding company and its holding subsidiary company, Shaanxi construction industry. If the merger is established, the shareholding ratio of Shaanxi construction holdings will be increased from 29% to 78.51%, while Shanxi construction industry will have 0.71% shares.

The announcement indicates that the issuance of the shares of the Shanxi construction company will be priced at 3.84 yuan / share, and the lowest price of 3 will be selected. The number of targeted shares issued is 2 billion 218 million shares, while the total share capital of the company is 918 million shares, which is only 41.39% of the total number of mergers and acquisitions.

The extension of the construction of snakes and swallows shares will absorb the merger of Shaanxi construction company. The latter is based on December 31, 2019 as the base date of evaluation. The result of asset based assessment is taken as the final assessment conclusion, and the appreciation rate is 34.56%.

"The assessment method and assessment conclusion of Shaan Jian stock do exist in doubt. The main source of its income is engineering construction. It belongs to the engineering service industry. The purpose of the extension of M & A should be the engineering order, project income and profit of Shanxi construction joint stock in the future, rather than the current real estate, equipment and machinery." A broker told the economic news reporters in twenty-first Century, "therefore, according to the asset based approach, the valuation method and evaluation conclusion are inconsistent with the purpose of this transaction."

According to the announcement, as for the assessment date, the value of Shaanxi construction company's valuation is 8 billion 519 million yuan according to the basic law, and the value is 8 billion 698 million yuan according to the income method, the difference is 180 million yuan, the difference rate is only 2.11%.

"Not adopting the income approach is to avoid the performance commitment of assets injection." According to the relevant provisions of the SFC, the performance commitment of the assets injected into the related transactions according to the income method is 3 years. The disclosure of the basic law is 1 years in the first half, and 2 years in the second half. Non related transactions can be independently negotiated according to the principle of Marketization.

Shanxi construction holdings, a controlling shareholder of asset sales, has not made performance commitments.

"The SFC has relaxed policies on the affected assets of listed companies' Mergers and acquisitions, but it can only be adjusted and not cancelled." The brokers pointed out that "M & A has no performance commitments, which will make it impossible for small and medium-sized shareholders to judge the future profitability of assets injected."

The announcement indicates that the change of shares will absorb the shares of Shaanxi Construction Group, which will make the total change rate of the total assets extended to 1626.81% by the end of 2019, but the change rate of basic earnings per share is only 52.25%.

Related party finds objection

The assessment method, evaluation conclusion and performance commitment of the merger and transformation of the shajian construction company were not only questioned by many directors including their own directors, but also considered by the second largest shareholder holding 24.61% of the group and their representatives to vote.

Statistics show that the extension group was originally extended to build the controlling shareholder. In September 23, 2019, the Shaanxi provincial SASAC issued a document to extend the 266 million share of the group's extension of 29% to the Shaanxi construction holding company. The latter became a controlling shareholder, but the actual controller is still the Shaanxi SASAC.

"Extension group and Shaanxi construction holding company are all brothers under the control of the Shaanxi SASAC, and the extension group is still a controlling shareholder for a few months ago. In accordance with the principle of substance over form, the extension group and extension construction should be defined as affiliated parties. " The broker said, "the related party is flexible, but under normal circumstances, it will be fair to the minority shareholders."

The extension of the board of directors to consider the conversion of shares to absorb the merger of Shaanxi construction shares, representing the directors of Shaanxi construction Holdings Mo Yong, Liu Meng, Qi Weihong, Gao Jiancheng to avoid voting on related party transactions, but the extension of the group recommended by Dong supervisor participated in the voting, and there have been many abstention and opposition.

"The voting of shareholders' meeting of this major asset reorganization is in June 22nd, when the controlling shareholders avoid voting and extend the group's participation in the vote." Lengthening the construction related personage on June 16th afternoon to the twenty-first Century economic report reporter said, "our leader has communicated with the extension group, also has sent the related information, they are still discussing."

However, the aforementioned extension investors believe that the extension group should be extended to build related parties and avoid voting at this general meeting.

In 2019, Shaanxi construction shares, which reached 96 billion 693 million yuan in revenue, were 90.05% and 89.62% respectively in 2018 and 2019.

The investor pointed out that after the exchange of shares was absorbed and merged with Shaanxi Construction Group, the asset liability ratio of the extension of construction at the end of 2019 will be increased from 64.81% to 88.15%. The gross profit margin and sales net interest rate of the same period will be reduced from 8.97% to 3.67% to 6.98% and 1.52%, which will substantially raise the financial risk and reduce the profitability of the listed companies.

In addition, as at the end of 3 2020, the sum of the pending litigation and arbitration in the territory of the Shaanxi construction company and its subsidiaries was about 4 billion 441 million yuan, and the amount involved in the pending litigation and arbitration of the defendant (the respondent) was about 2 billion 288 million yuan.

"We have examined more than 100 cases involving Shanxi construction shares, most of which are related to project subcontracting and subcontracting, which also involve private lending, which will have an impact on subsequent operations." The above extension investors said.

It seems that preparations have been made for extending the objection raised by directors to investors and directors.

"Assuming that a major asset restructuring bill has not been deliberated at the general meeting of shareholders, it may be adjusted accordingly." The above lengthening and construction related people said.

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