In the financial crisis, the "sequelae" of "injury" has not yet fully recovered. In addition to the unfavorable factors such as tightening monetary policy, dramatic appreciation of ***, large fluctuations in cotton prices, and rising production costs, many textile and clothing companies have encountered profits. Under the conditions of the university entrance examination, assets are currently being reorganized.
Tianshan Textile issued an announcement on June 17 stating that the company’s directional increase in the purchase price of 70% equity of Xituo Mining has been approved by Xinjiang Department of Commerce. After undergoing the first restructuring, Tianshan Textile has made a comeback and opened the reorganization of the textile and apparel segment. In particular, for textile companies, in order to cope with the international economic environment and fierce market competition, there may be more listed companies with reorganization and mergers in the industry in the future.
Although restructuring has given many new opportunities to companies that are unsustainable and even close to delisting, many companies have re-entered the capital market after major infusions of other assets have been implemented. From the new fields that textile and garment companies choose to enter, the minerals, real estate and other industries occupy the majority. However, for the reorganization of the business, whether it is the textile and garment companies themselves, or reorganization, are facing greater risks.
Stick to the main business? Make a change? The company arrived at the branch. On June 29th, ST Demian (002072) announced that it intends to transfer its 88.2123 million state-owned shares through open solicitation agreement, which was approved by the Shandong State Assets Supervision and Administration Commission. This transfer of 50.29% of the company's total equity is of great significance, allowing the market to rekindle its hopes of restructuring.
ST Cotton entered the market on October 18, 2006. Since 2008, the company has made losses year after year. The management believes that restructuring is the only way for the company to turn losses into losses. Therefore, in 2009, Demian Group publicly transferred 52.7 million shares of its listed company and was eventually acquired by Shanghai Aijia Investment Holdings Co., Ltd. (hereinafter referred to as Aijia Holdings). According to the reorganization plan at that time, ST Demian acquired 100% equity of Shanghai Aijia Haoting Real Estate Group Development Co., Ltd. held by Aijia Holding. After the reorganization, ST Demian will become a real estate company.
However, with a series of stringent controls on real estate, the China Securities Regulatory Commission announced on October 15, 2010 that it has suspended the application for the reorganization of real estate development companies and has solicited opinions from the Ministry of Land and Resources on the application for real estate restructuring. The listing of real estate companies on the back door has been "stuck on the brakes" and the restructuring of ST Dempsey has not ended.
On June 2 this year, ST Demian announced that it had terminated the major asset restructuring of Aijia Holding’s purchase of assets and related transactions. At the same time, the first major shareholder, Demian Group, intends to transfer the 8.801.23 million state-owned shares held by *ST Demian in an open solicitation agreement. After the completion of this share transfer, Demian Group will no longer hold any equity in ST Demian. In the secondary market, restructuring expects to replace performance and support ST's stock price. On May 27th, the stock price of ST-Den Cotton briefly bottomed out 8.13 yuan, but then quickly rebounded and stabilized above 10 yuan.
In addition to the restructuring of the main business such as ST Cotton, there are also textile and garment companies insisting on their main business, and Melia (600107) is one of them.
On June 28 of this year, Merrill Lynch announced that the company had received a letter from the major shareholder Lake North America Arya Group Co., Ltd. (hereinafter referred to as “Melaya Groupâ€), and the actual owners of the substantial owners In the near future, all its 79.94% equity of Melia Group was transferred through open bidding. After this transfer is completed, it will lead to changes in the actual controllers of Melia.
In June of last year, Merrill Lynch announced that Jinpai Investment had become a creditor of Meier Yayuan. There are market rumors that Jinpai Co., Ltd. and Melaya Asset Management Co., Ltd. have reached a reorganization agreement, and Jinpai Co., Ltd. will inject vigor wine assets. However, Meieryang Chairman Yang Wensun made it clear that the company will continue to develop the main textile and garment industry and increase the construction of apparel brands.
In spite of the Merrill's announcement, the above-mentioned transfer does not involve changes in the company's main business, such as the reorganization of Merrill's assets. However, Wang Yawei, a ** manager who is good at betting on restructured stocks, has quietly settled in. As of the end of the first quarter of 2011, Wang Yawei’s China Market Selection was among the top ten tradable shareholders of Melia, holding 2.5 million shares.
The preference for real estate and mining textile enterprises restructured has the characteristics of whether to abandon the main textile industry or adhere to the original business structure. Under the unclear industry situation, the diversification of textile and apparel listed companies has become a trend. Travelling out of textiles, "asking" other industries, textile companies restructuring continues.
Judging from the restructuring involved industries, real estate and minerals are the main targets of choice. Before ST Demian, Wanhao Wanjia (600576) was also a backdoor of the original textile stock * ST Qingfeng, became a listed company with chain hotel and real estate investment management as the main business. In 2008, the company began its second reorganization and injected 2.4 billion yuan in assets of Tianbao Mining. It turned into a resource stock again.
The Tianshan Textile, which specializes in cashmere yarns, cashmere sweaters, sweaters and blended shirts, also relies on minerals. It relied on restructuring expectation and it had successively exited five daily limit boards, but the stock price dropped rapidly after the first reorganization. Despite this, Tianshan Textile still chose to re-apply for the restructuring of Xituo Mining in June this year.
In fact, since the beginning of the financial crisis, Tianshan Textile’s main business has suffered losses. Although its operating profit turned profitable in 2010, it only received a profit of 730,000 yuan. In order to reverse this situation, the local government started to inject mineral resources into the company. Under the auspices of the government, Tianshan Textile began preparations for the reorganization of minerals. On June 17th, Tianshan Textile announced that the company's directional increase in the purchase price of 70% equity of Xituo Mining had been approved by Xinjiang Department of Commerce.
According to the announcement, Kaidi Mining transferred 50% of its stake in Xituo Mining to Tianshan Textile, and Tianshan Textile issued approximately 74.03 million shares to Kaidi Mining at a price of 5.66 yuan per share by issuing shares as a consideration payment method; It transferred its 25% stake in Xituo Mining to Tianshan Textile, and Tianshan Textile issued approximately 37,100,000 shares at a price of 5.66 yuan per share through issuing shares as a consideration payment method.
The reason for choosing mineral injection is self-evident. In 2010, the total profit of 5.98 million yuan in Tianshan Textile was government grant of 5.85 million yuan, accounting for 97% of the total amount. Among them, the RMB4.37 million ** subsidy accounted for more than 70% of the company’s profits. Zhao Weiguo, a representative of Tianshan Textile Securities Affairs, once said that due to the financial crisis, the development of the textile industry was not good and the future was subject to internal and external conditions. The profits of the textile industry were relatively thin. It is not difficult to understand the importance of the market for the success of its restructuring.
Asset reorganization opportunities and risks coexist For the performance after reorganization, textile and apparel companies have high expectations, but it is not that the business conditions of the reorganized enterprises will be able to “fly into the skyâ€.
Although the diversification of textile and garment companies can share the cyclical risk of a single business, the restructured funds in the textile and apparel industry are completely unfamiliar to investors, raising concerns for investors. Taking Tianshan Textile's mineral reorganization as an example, the opinions of people in the industry are mixed. The main reason is that the proposed injection of mineral resources will not be profitable in 2011.
According to "Xinjiang Tianshan Wool Textile Co., Ltd. intends to acquire Xinjiang Xituo Mining Co., Ltd. Assets Evaluation Report," from 2012 to 2014, Xitou Mining's 75% stake corresponding to the profit sharing is respectively 53.258 million yuan, 70.118 million yuan and 70.118 million yuan. Corresponding to earnings per share 0.109 yuan, 0.144 yuan and 0.144 yuan.
Tianshan Textile stated that the estimated value of the added assets of Xitou Mining's net assets to be injected was 337.34%, of which the valuation of intangible assets was 1020.4%. However, huge returns often also bring great risks. Tianshang Textile does not have experience in operating mineral resources. At the same time, the investment in the early stage of resource exploitation is huge. Whether the capital chain of Tianshan Textile can support doubts.
He Zaihua, a senior research fellow at China Investment Consulting, pointed out that from the perspective of risks and benefits, Tianshan Textile's acquisition of Xituo Mining coexists risks and benefits. The risks are mainly reflected in the following aspects: First, the current main business of Tianshan Textile is textiles, Insufficient experience in the development and operation of resources, whether it is possible to realize the stable operation of Xituo Mining after the acquisition; Second, the capital investment in the early stage of mineral resources exploitation is easily disturbed by technical, environmental and administrative licensing issues. Can Tianshan Textile be able to There are variables to overcome these problems.
In addition, Tianshan Textile stated that due to its current major assets, the mine section I of the Huangtupo Mine in Xinjiang's Hami City was a mine construction period in 2010 and 2011, and Xituo Mining could not achieve profitability in 2010 and 2011.
In addition to Tianshan Textile, the recent restructuring of textile and apparel listed companies is China Garment (000902) and China Resources Jinhua (000810).
However, according to the announcement on July 6, China Garment announced that it was unable to complete the relevant communication demonstration within the specified time. Longchuan Gold Mine decided to suspend the reorganization. According to the announcement, the reason for terminating the reorganization was that the reorganization was complicated and the underlying assets involved a wide range. At the same time, China Garment and the major shareholder Hengtian Group promised that they would no longer plan to restructure within 3 months. On July 6, China’s clothing fell below the limit.
On May 31st, after the announcement of the suspension of reorganization of Chinese apparel, a total of four reorganizations were announced. Within two months before the reorganization of Chinese clothing, its second and third largest shareholder reduced their holdings.
The April 19 China Apparel Announcement stated that from December 31 last year to April 18 this year, the third largest shareholder of China Great Wall Asset Management Co., Ltd. reduced a total of 2,764,400 shares, which accounted for 1.07% of the total share capital. After reducing its holdings, its shareholding ratio dropped to 3.39%. In addition, as of the close of May 17th, the two shares of Dongquanquan have reduced their holdings by 128.999 million shares, accounting for 5% of the total share capital, through large-scale transactions and centralized bidding. From March 3 to May 17 this year, the number of Xiquan reductions reached 16 times.
However, despite the frustration of restructuring plans for listed companies such as Chinese apparel, the restructuring of the textile and apparel segment is still difficult to stop in the market. Perhaps it is time to stop and learn to meditate.
Further reading The SFC issued a solicitation of comments to standardize the mergers and acquisitions of listed companies On May 13, the China Securities Regulatory Commission issued the “Decision on Modifying the Relevant Provisions of Major Assets Restructuring and Supporting of Listed Companies (Draft for Solicitation of Comments)†for public comments. Notice. The “Draft for Soliciting Comments†clearly stipulates the regulatory conditions for backdoor listing from three aspects.
First, the operating time of the operating entity corresponding to the requirement of the backdoor shall be more than 3 years. The net profits of the two most recent fiscal years are all positive and cumulatively over 20 million yuan;
Second, after the listing of the backdoor is required to be completed, the listed company should comply with the relevant regulations of the China Securities Regulatory Commission regarding its governance and regulatory operations. It is independent of the controlling shareholder, actual controller, and other enterprises controlled by it in terms of business, assets, finance, personnel, and organization. There is no horizontal competition or obviously fair related transaction with the controlling shareholder, actual controller and other enterprises controlled by it;
Third, the requirement for backdoor listing should be in line with the requirements of national industrial policies. It is a backdoor listing for certain industries such as finance and venture capital, which is stipulated separately by the China Securities Regulatory Commission.
At the same time, the “Draft for Soliciting Opinions†revised the relevant restrictive provisions for the separate operation of major asset reorganizations and supporting companies of listed companies. If a listed company is required to issue shares to purchase assets, it may also raise part of the matching funds, and its pricing method shall be handled in accordance with the relevant regulations.
However, the “Draft for Comment†clarifies that this provision will be applied to the purpose of increasing the overall performance of major asset restructuring projects, such as paying part of the consideration and replenishing working capital. Listed companies that are not part of the major assets restructuring project will continue to be subject to the current regulations. Handle.
Tianshan Textile issued an announcement on June 17 stating that the company’s directional increase in the purchase price of 70% equity of Xituo Mining has been approved by Xinjiang Department of Commerce. After undergoing the first restructuring, Tianshan Textile has made a comeback and opened the reorganization of the textile and apparel segment. In particular, for textile companies, in order to cope with the international economic environment and fierce market competition, there may be more listed companies with reorganization and mergers in the industry in the future.
Although restructuring has given many new opportunities to companies that are unsustainable and even close to delisting, many companies have re-entered the capital market after major infusions of other assets have been implemented. From the new fields that textile and garment companies choose to enter, the minerals, real estate and other industries occupy the majority. However, for the reorganization of the business, whether it is the textile and garment companies themselves, or reorganization, are facing greater risks.
Stick to the main business? Make a change? The company arrived at the branch. On June 29th, ST Demian (002072) announced that it intends to transfer its 88.2123 million state-owned shares through open solicitation agreement, which was approved by the Shandong State Assets Supervision and Administration Commission. This transfer of 50.29% of the company's total equity is of great significance, allowing the market to rekindle its hopes of restructuring.
ST Cotton entered the market on October 18, 2006. Since 2008, the company has made losses year after year. The management believes that restructuring is the only way for the company to turn losses into losses. Therefore, in 2009, Demian Group publicly transferred 52.7 million shares of its listed company and was eventually acquired by Shanghai Aijia Investment Holdings Co., Ltd. (hereinafter referred to as Aijia Holdings). According to the reorganization plan at that time, ST Demian acquired 100% equity of Shanghai Aijia Haoting Real Estate Group Development Co., Ltd. held by Aijia Holding. After the reorganization, ST Demian will become a real estate company.
However, with a series of stringent controls on real estate, the China Securities Regulatory Commission announced on October 15, 2010 that it has suspended the application for the reorganization of real estate development companies and has solicited opinions from the Ministry of Land and Resources on the application for real estate restructuring. The listing of real estate companies on the back door has been "stuck on the brakes" and the restructuring of ST Dempsey has not ended.
On June 2 this year, ST Demian announced that it had terminated the major asset restructuring of Aijia Holding’s purchase of assets and related transactions. At the same time, the first major shareholder, Demian Group, intends to transfer the 8.801.23 million state-owned shares held by *ST Demian in an open solicitation agreement. After the completion of this share transfer, Demian Group will no longer hold any equity in ST Demian. In the secondary market, restructuring expects to replace performance and support ST's stock price. On May 27th, the stock price of ST-Den Cotton briefly bottomed out 8.13 yuan, but then quickly rebounded and stabilized above 10 yuan.
In addition to the restructuring of the main business such as ST Cotton, there are also textile and garment companies insisting on their main business, and Melia (600107) is one of them.
On June 28 of this year, Merrill Lynch announced that the company had received a letter from the major shareholder Lake North America Arya Group Co., Ltd. (hereinafter referred to as “Melaya Groupâ€), and the actual owners of the substantial owners In the near future, all its 79.94% equity of Melia Group was transferred through open bidding. After this transfer is completed, it will lead to changes in the actual controllers of Melia.
In June of last year, Merrill Lynch announced that Jinpai Investment had become a creditor of Meier Yayuan. There are market rumors that Jinpai Co., Ltd. and Melaya Asset Management Co., Ltd. have reached a reorganization agreement, and Jinpai Co., Ltd. will inject vigor wine assets. However, Meieryang Chairman Yang Wensun made it clear that the company will continue to develop the main textile and garment industry and increase the construction of apparel brands.
In spite of the Merrill's announcement, the above-mentioned transfer does not involve changes in the company's main business, such as the reorganization of Merrill's assets. However, Wang Yawei, a ** manager who is good at betting on restructured stocks, has quietly settled in. As of the end of the first quarter of 2011, Wang Yawei’s China Market Selection was among the top ten tradable shareholders of Melia, holding 2.5 million shares.
The preference for real estate and mining textile enterprises restructured has the characteristics of whether to abandon the main textile industry or adhere to the original business structure. Under the unclear industry situation, the diversification of textile and apparel listed companies has become a trend. Travelling out of textiles, "asking" other industries, textile companies restructuring continues.
Judging from the restructuring involved industries, real estate and minerals are the main targets of choice. Before ST Demian, Wanhao Wanjia (600576) was also a backdoor of the original textile stock * ST Qingfeng, became a listed company with chain hotel and real estate investment management as the main business. In 2008, the company began its second reorganization and injected 2.4 billion yuan in assets of Tianbao Mining. It turned into a resource stock again.
The Tianshan Textile, which specializes in cashmere yarns, cashmere sweaters, sweaters and blended shirts, also relies on minerals. It relied on restructuring expectation and it had successively exited five daily limit boards, but the stock price dropped rapidly after the first reorganization. Despite this, Tianshan Textile still chose to re-apply for the restructuring of Xituo Mining in June this year.
In fact, since the beginning of the financial crisis, Tianshan Textile’s main business has suffered losses. Although its operating profit turned profitable in 2010, it only received a profit of 730,000 yuan. In order to reverse this situation, the local government started to inject mineral resources into the company. Under the auspices of the government, Tianshan Textile began preparations for the reorganization of minerals. On June 17th, Tianshan Textile announced that the company's directional increase in the purchase price of 70% equity of Xituo Mining had been approved by Xinjiang Department of Commerce.
According to the announcement, Kaidi Mining transferred 50% of its stake in Xituo Mining to Tianshan Textile, and Tianshan Textile issued approximately 74.03 million shares to Kaidi Mining at a price of 5.66 yuan per share by issuing shares as a consideration payment method; It transferred its 25% stake in Xituo Mining to Tianshan Textile, and Tianshan Textile issued approximately 37,100,000 shares at a price of 5.66 yuan per share through issuing shares as a consideration payment method.
The reason for choosing mineral injection is self-evident. In 2010, the total profit of 5.98 million yuan in Tianshan Textile was government grant of 5.85 million yuan, accounting for 97% of the total amount. Among them, the RMB4.37 million ** subsidy accounted for more than 70% of the company’s profits. Zhao Weiguo, a representative of Tianshan Textile Securities Affairs, once said that due to the financial crisis, the development of the textile industry was not good and the future was subject to internal and external conditions. The profits of the textile industry were relatively thin. It is not difficult to understand the importance of the market for the success of its restructuring.
Asset reorganization opportunities and risks coexist For the performance after reorganization, textile and apparel companies have high expectations, but it is not that the business conditions of the reorganized enterprises will be able to “fly into the skyâ€.
Although the diversification of textile and garment companies can share the cyclical risk of a single business, the restructured funds in the textile and apparel industry are completely unfamiliar to investors, raising concerns for investors. Taking Tianshan Textile's mineral reorganization as an example, the opinions of people in the industry are mixed. The main reason is that the proposed injection of mineral resources will not be profitable in 2011.
According to "Xinjiang Tianshan Wool Textile Co., Ltd. intends to acquire Xinjiang Xituo Mining Co., Ltd. Assets Evaluation Report," from 2012 to 2014, Xitou Mining's 75% stake corresponding to the profit sharing is respectively 53.258 million yuan, 70.118 million yuan and 70.118 million yuan. Corresponding to earnings per share 0.109 yuan, 0.144 yuan and 0.144 yuan.
Tianshan Textile stated that the estimated value of the added assets of Xitou Mining's net assets to be injected was 337.34%, of which the valuation of intangible assets was 1020.4%. However, huge returns often also bring great risks. Tianshang Textile does not have experience in operating mineral resources. At the same time, the investment in the early stage of resource exploitation is huge. Whether the capital chain of Tianshan Textile can support doubts.
He Zaihua, a senior research fellow at China Investment Consulting, pointed out that from the perspective of risks and benefits, Tianshan Textile's acquisition of Xituo Mining coexists risks and benefits. The risks are mainly reflected in the following aspects: First, the current main business of Tianshan Textile is textiles, Insufficient experience in the development and operation of resources, whether it is possible to realize the stable operation of Xituo Mining after the acquisition; Second, the capital investment in the early stage of mineral resources exploitation is easily disturbed by technical, environmental and administrative licensing issues. Can Tianshan Textile be able to There are variables to overcome these problems.
In addition, Tianshan Textile stated that due to its current major assets, the mine section I of the Huangtupo Mine in Xinjiang's Hami City was a mine construction period in 2010 and 2011, and Xituo Mining could not achieve profitability in 2010 and 2011.
In addition to Tianshan Textile, the recent restructuring of textile and apparel listed companies is China Garment (000902) and China Resources Jinhua (000810).
However, according to the announcement on July 6, China Garment announced that it was unable to complete the relevant communication demonstration within the specified time. Longchuan Gold Mine decided to suspend the reorganization. According to the announcement, the reason for terminating the reorganization was that the reorganization was complicated and the underlying assets involved a wide range. At the same time, China Garment and the major shareholder Hengtian Group promised that they would no longer plan to restructure within 3 months. On July 6, China’s clothing fell below the limit.
On May 31st, after the announcement of the suspension of reorganization of Chinese apparel, a total of four reorganizations were announced. Within two months before the reorganization of Chinese clothing, its second and third largest shareholder reduced their holdings.
The April 19 China Apparel Announcement stated that from December 31 last year to April 18 this year, the third largest shareholder of China Great Wall Asset Management Co., Ltd. reduced a total of 2,764,400 shares, which accounted for 1.07% of the total share capital. After reducing its holdings, its shareholding ratio dropped to 3.39%. In addition, as of the close of May 17th, the two shares of Dongquanquan have reduced their holdings by 128.999 million shares, accounting for 5% of the total share capital, through large-scale transactions and centralized bidding. From March 3 to May 17 this year, the number of Xiquan reductions reached 16 times.
However, despite the frustration of restructuring plans for listed companies such as Chinese apparel, the restructuring of the textile and apparel segment is still difficult to stop in the market. Perhaps it is time to stop and learn to meditate.
Further reading The SFC issued a solicitation of comments to standardize the mergers and acquisitions of listed companies On May 13, the China Securities Regulatory Commission issued the “Decision on Modifying the Relevant Provisions of Major Assets Restructuring and Supporting of Listed Companies (Draft for Solicitation of Comments)†for public comments. Notice. The “Draft for Soliciting Comments†clearly stipulates the regulatory conditions for backdoor listing from three aspects.
First, the operating time of the operating entity corresponding to the requirement of the backdoor shall be more than 3 years. The net profits of the two most recent fiscal years are all positive and cumulatively over 20 million yuan;
Second, after the listing of the backdoor is required to be completed, the listed company should comply with the relevant regulations of the China Securities Regulatory Commission regarding its governance and regulatory operations. It is independent of the controlling shareholder, actual controller, and other enterprises controlled by it in terms of business, assets, finance, personnel, and organization. There is no horizontal competition or obviously fair related transaction with the controlling shareholder, actual controller and other enterprises controlled by it;
Third, the requirement for backdoor listing should be in line with the requirements of national industrial policies. It is a backdoor listing for certain industries such as finance and venture capital, which is stipulated separately by the China Securities Regulatory Commission.
At the same time, the “Draft for Soliciting Opinions†revised the relevant restrictive provisions for the separate operation of major asset reorganizations and supporting companies of listed companies. If a listed company is required to issue shares to purchase assets, it may also raise part of the matching funds, and its pricing method shall be handled in accordance with the relevant regulations.
However, the “Draft for Comment†clarifies that this provision will be applied to the purpose of increasing the overall performance of major asset restructuring projects, such as paying part of the consideration and replenishing working capital. Listed companies that are not part of the major assets restructuring project will continue to be subject to the current regulations. Handle.
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