Raised funds of about 400 million yuan Qingdao Double Star's "shoe off" pain
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On November 17, the Qingdao Shuangxing?000599? Announcement stated that the company plans to increase its issuance and plans to raise about 400 million yuan to finance 1.3 million sets of high-performance all-steel radial truck tire technical reconstruction projects and repay bank loans.
This is the second step after Qingdao Shuangxing strengthened the tire industry following the major acquisition on September 3.
Qingdao Shuangxing, which started as a shoemaker, passed the acquisition of local tire production giant Qingdao Huaqing Tire Industry Corporation in 2001, thus entering the tire industry. In 2003, the Board of Directors of Qingdao Double Star emphasized that the corporate development strategy is to fully invest in the tire industry, so that the company's main business expands from the manufacture and sale of single cold-glued footwear to the manufacturing and sales of rubber tires and other products.
In order to make the tire industry bigger, the company cooperated with Shifeng Group, Shandong's Gaotang County, which ranks No.1 in the production of agricultural vehicles in China, and established Double Star Shifeng Tire Co., Ltd. to produce agricultural tires, light truck tires, and radial tires; and then hosted and hosted Dongfeng Tire assets. Double Star Dongfeng Tyre Co., Ltd., also invested in the tire project in Funan County, Henan Province......
In recent years, the income from the Qingdao Double Star tire business has grown from 300 million yuan in 2000 to 700 million yuan in 2001 to 700 million yuan in 2006.
At present, the income and profits of Qingdao Double Star mainly come from the tire industry. In the first half of this year, the company completed operating income of more than 2 billion yuan, and its tire operating income exceeded 1.7 billion yuan, an increase of 43.33% over the same period of last year. The sales revenue of footwear products reached 164 million yuan, a year-on-year decrease of 1.15%.
The company expects that the market for China's heavy duty radial tires will continue to be in short supply in the next 15 years. With the increasing demand for all-steel radial tires in the domestic market, expanding the production scale of all-steel radial tires and increasing economies of scale will help enhance the overall strength and market competitiveness of Double Star tires. To this end, Qingdao Double Star intends to carry out technological transformation on the basis of the original annual production capacity of 2.6 million sets of all-steel radial truck tires. After the completion of the expansion, an annual production capacity of 3.9 million sets of all steel radial truck tires will be produced.
In order to become a big tire industry, Qingdao Double Star gave up its old business - footwear. This process is full of disputes.
On April 24, 2006, the Qingdao Shuangxing Board of Directors decided to transfer the footwear assets to the affiliate Double Star Celebrity Industrial Co., Ltd. (hereinafter referred to as “Celebrity Industryâ€). One month later on May 27, the Qingdao Shuangxing General Meeting of Shareholders passed this resolution. Qingdao Shuangxing sells cold stick shoes business, including housing construction, machinery and equipment, construction in progress and land use rights, and the adjusted net book value is 88.8385 million yuan. After the two parties negotiated, the transfer price was determined as the net value of the assessment—1101.598 million yuan. On that day, the two companies signed the transaction contract.
The reason for “shoe-smoothing†is that “the footwear industry is highly competitive and its profit margins are declining; avoiding potential peer competition and reducing related-party transactions; and concentrating on concentrating on expanding the tire business.†Qingdao Shuangxing's core business has since become single The manufacture and sale of tires, the double-star shoes that started, will be stripped out of listed companies.
The original Double Star Group's footwear industry assets are divided into two parts: First, the company's cold sticky shoe business, and second, celebrity industry's vulcanized shoe business, in contrast, cold sticky shoes business occupies heavier weight.
Among the many industries of Qingdao Double Star, tires and shoes are the first and second largest industries respectively. In the first half of 2007, the main business income was 1.723 billion yuan and 164 million yuan respectively, and the gross profit margin was 8.8%. 49% and 15.15%. It can be seen that despite the fierce competition in the footwear industry, the gross profit margin is still higher than the tire business.
For this related party transaction, there is considerable dissent from the outside world.
I. There is a serious suspicion of privatization. According to statistics, Celebrity Industry was established on September 16, 2002, with registered capital of 31.53 million yuan. The legal representative is Sheng Xishun. Its other identity is the vice president of Double Star Group. What attracts people's attention is that celebrity industry is dominated by natural persons, and Wang Hai is the largest shareholder, which holds 21.88% of the shares, and serves as chairman; five high-level people including Wang Hai and Qingdao Shuangxing hold celebrity industry in aggregate. 46.78% of the shares, other 10 natural persons held 20.22% of the shares. In addition, the Double Star Group's labor union holds the remaining 16.5%, and the state-owned enterprise Double Star Group holds only 16.5%.
Second, the acquisition capacity problem. Celebrity Industry's main business is vulcanized shoes. As of December 31, 2005, the total assets of Celebrity Industrial were 152 million yuan, total liabilities were 121 million yuan, net assets were 31 million yuan, and the debt ratio was over 79%. In recent years, the business status of celebrity industry has been deteriorating. In 2005, it was in a micro-losing state. Nowadays, it is necessary to pay 1101.5989 million yuan in cash for purchases, and celebrity industrial strength is not enough.
Third, the program is flawed. According to the relevant regulations, the transfer of state-owned assets should be conducted through open bidding. Qingdao Shuangxing did not openly invite tenders, and its land assets evaluation process was also not transparent. The relevant evaluation agencies did not possess securities qualifications.
Chairman Wang Hai’s privatization attempt dates back to 2000. At that time, Wang Hai led the Double Star Group to restructure and sell the sales network. The specific method of change was to convert the operating system of the chain stores from “State-owned state-owned†to “private-owner-ownedâ€, that is, sold to individuals to operate. In September 2003, the Double Star Group has completed the restructuring of more than 3,000 stores all over the country; not only that, but some media reports said that all subsidiaries of Qingdao Double Star, as well as more than 140 properties, tourism, entertainment, etc. The three production companies have also all been restructured and all of them are held by employees.
However, due to the overall reform of the target company, the transfer of footwear assets has not been implemented for a long time.
In this regard, Wang Hai has stated publicly that the reason why Qingdao Shuangxing’s footwear assets have not yet been transferred successfully is mainly due to the opposition of the Qingdao Municipal State Assets Supervision and Administration Commission. “They think that I am in the process of dumping state-owned assets, so I do not agree.†At this time, the Qingdao State-owned Assets Supervision and Administration Commission conducted a thorough investigation of the state-owned equity transactions of the Double Star Group over the years.
The city of Qingdao requires that the related transactions in the footwear industry assets be carried out simultaneously with the restructuring of the Double Star Group.
According to reports, in the planned restructuring of the Double Star Group, the Double Star Group will transfer 16.5% of its shares in celebrity industrial shares. Subsequently, the Double Star Group will be written off, and the management level of the State-owned Assets Supervision and Administration Commission of Qingdao will be reduced by one level to direct access to listed companies, which will not only facilitate the supervision of state-owned assets, but also facilitate the introduction of strategic investors in the future.
After the Double Star Group withdrew from the celebrity industry, celebrity industry will become the company under the full control of Wang Hai and Qingdao Shuangxing executives. The listed companies Qingdao Double Star and Celebrity Industry will not have any property rights.
It is said that after the privatization of Shuangxing Shoes, Wang Hai will leave Qingdao Double Star in retirement and focus on the development of celebrity industry. In addition, the related transactions between Qingdao Double Star and Celebrity Industry will continue.
This may be a transaction acceptable to both owners and operators.
According to an announcement on October 9, the net asset valuation of the Qingdao Double Stars footwear business was increased from RMB 110,519,800 to RMB 127,873,400 in the “Announcement on Sale of Assets and Related Transactions†issued by the company on April 27, 2006. The main reason for the appreciation is the appreciation of land value in the sale of assets. At present, the asset transfer of the company's footwear business has been completed in the assets assessment project of the Qingdao Municipal Government's SASAC, and it still needs to fulfill the “recruitment, filming, and hanging†procedures.
However, according to the announcement of the Qingdao Property Rights Exchange online, some investors believe that the classification and status of footwear assets are not clear, and the conditions imposed on the transferee are too harsh, it is simply a directional transfer. They proposed that Qingdao Shuangxing should resign after the chairman resigns his assets and not only be fair to the public, but the chairman can avoid the suspects.