Stripping the lithium-selling name is not true * ST integration ‘ostrich’ recombination play to protect the shell

Stripping the lithium-selling name is not true * ST integration 'ostrich' recombination play to protect the shell

This is an integration that makes investors suffocational, and the company has been integrated with market-respected profits and has been greatly developed in new energy vehicles. This company has become * ST integration..

To this end, the company has recently launched the core to peel off the lithium-ion battery business, directly referring to 2019 tobody in the shell. Why was it hoped, a lithium-ion battery main industry that throwing a heavy gold, now has become “abandoned”, do not bear to face? During the reliability, * ST integration wastes for a few years of precious growth period, and the private enterprise lithium-ion battery faucet CATL is rapidly. Although this is only a case, the decline is declined, and the “ostrich” assets will be implemented, and the problem behind it is worthy of in-depth investigation.

. This is an integration of investors who have suffered from market-respected, and today, today, today, this company has become * ST integration today. The company’s latest release of the company has shown that the company’s loss is about 28.

97 million yuan, and the loss is more than. In 2017, 2018, * ST integration is 100 million yuan, 200 million yuan. To this end, the company has recently launched the core to peel off the lithium-ion battery business, directly referring to 2019 tobody in the shell.

Why was it hoped, a lithium-ion battery main industry that throwing a heavy gold, now has become “abandoned”, do not bear to face? Between the lounge, * ST integration waste has been a few years of precious growth period, and the private enterprise lithium-ion battery faucet CATL is rapidly and strong, and landed in the capital market. At present, the market value is over 160 billion yuan..

Although this is only a case, the decline is declined, and the “ostrich” assets will be implemented, and the problem behind it is worthy of in-depth investigation.. Survey found that * ST integration is planning major assets for sale, in fact, a series of extremely complex equity Tengmuse, do not change the background of business, intentionally achieve the shell.

Overview, * ST integrates the transfer of control of its lithium-ion battery business related assets to Changzhou Jintan District, after the restructuring, * ST integration actually holds the equity of lithium-ion battery business related assets, Change the controlle into a shaite. * ST integration claims that the lithium-ion battery service of the loss can be peeled off by this restructuring, reducing the business burden, enhancing the quality of assets. But in essence, the company has not recycled any cash in the transaction.

. The trading opponent has not injected new funds into lithium-ion battery services. The relevant assets are still here, how to sell, how to improve? Further study reorganization method, doubt steep.

How is the State-owned strength of Jintan District, Changzhou? Why did I accept financial funding from * ST integration with the highest amount of $ 1 billion? * ST integrated transfer of lithium-ion battery service control why “zero-pair price”? This restructuring is the implementation of business strategy, or the product of capital operation? How does the lithium-ion battery business assets come to death? But relaxing the field of view, behind this restructuring, it is * St integrated bleak business status and severe “shell” pressure. After the recombinant method disclosed, * ST integration immediately announced a change of accounting policy, which will adjust the accounting of non-tradability tools from January 2019..

This is to understand one of the reorganizations – through a series of stakes, * ST integration will “carry out the lithium business loss” to “moving out” profitable form, strive to make a profit in 2019. According to the latest replies, restructuring, accounting policy adjustment will have a significant impact on * ST integrated profit list, the net profit of shareholders attributable attribute company shareholders in the first quarter of 2019 will be 28.97 million yuan, and immediately jump to earnings 10.

5 billion yuan.. “Fancy Transfer” check the company’s major asset transaction detail, which is quite a hanging, named for the sale of lithium-ion battery assets, and is the “flower” transfer of lithium-ion battery business related asset control.

Not truly, thoroughly peeled off lithium-ion battery business. According to * ST integrated disclosure report, the company intends to restructuring its existing lithium-ion battery business assets (including but not limited to lithium-e-mail Luoyang, Lithium Electric Technology and Lithium-Evolution Institute) Transfer the above asset control to Changzhou Jintan District. At present, * ST integration directly holds 63.

98% of China AV Lithium (Luoyang) Co., Ltd. (hereinafter referred to as “lithium 阳”), and indirectly holds China Aviation Lithium Electric Technology Co.

, Ltd. (hereinafter referred to as “Lithium Technology”) The equity, lithium-eM technology “Company Charter” agreed that lithium-electric Luoyang enjoys a 51% voting right of lithium-electric technology, thereby Equity. The first step in this transaction, * ST integrated controlling lithium-eM Luoyang intends to transfer the holding of lithium technology 30% equity to * ST integration, the transaction price of approximately 1094 million yuan.

At the same time, the relevant party agreement * ST integration replaces lithium-eM Luoyang to obtain control of lithium electric technology. In other words, lithium-electric technology is made into subsidiaries by * ST integrated Sun Company, and the lithium-e-mail is flat, and it has become an integrated platform..

The second step of the transaction, * ST integration will transfer the lithium-electric Luoyang 45% equity to lithium technology. Disclosure shows that * ST integration will also transfer lithium 电 阳 交 交 交 交 交 交 交 元 元 元 元 元 元 元 元 元 元 元 元. How does the price pay? In the first transaction, * ST integrates to deal with the transfer of 1,494 million yuan in lithium-electric Luoyang equity, in the second transaction, lithium electric technology copies * ST integrated equity transfer model of approximately 1094 million yuan, three-party signing “transfer and offset agreement “.

After the completion of the above equity transfer, lithium technology intends to modify the “company charter”, and select the board, * ST integration no longer controls lithium technology (and its controlled lithium Luoyang), Jinsha Investment will hold lithium electric technology (and its controlled lithium Luoyang) Changzhou Jintan District Government has held 70% of Lithium Technology 70% through Jinsha Investment.. In the last step, * ST integrates the remaining 18.

98% lithium-e-Luoyang equity and 35% lithium electrical research institute, Jinsha Investment will hold the 65% Lithium Electric Research Institute held by Huakha Investment. Equity increases lithium battery. As a result, * ST integration will return the original lithium-ion battery assets and the business uniform to lithium technology, and * ST integration has risen to 35.

84% for lithium technology, but the control of lithium electric technology is transferred to him.. From this, lithium ion battery assets are still in * ST integration, the key difference is – no longer controlled by the company.

This is the core pavement of * ST integration this story. Behind the restructuring, Sounsheng Company, the rebound, the report, also caused the attention and key inquiries of the regulatory authorities..

One of the big questions is why State-owned Sports in Jintan District, Changzhou, is it better to do a good lithium-ion battery business than a central enterprise platform? Throughout the * ST integration this restructuring, there are many questions to be solved. The first question is that Changzhou Jintan District state is why he takes over “hot sack”, and how is it confidence to do a good lithium-ion battery business than a central enterprise platform? Let’s first look at a financial subsidy transaction. At the beginning of 2018, * ST integrated notice said that the controlled subsidiary China Aviation Lithium (Jiangsu) Co.

, Ltd. is intended to provide self-funded funds to Changzhou Jinsha Fund Management Co., Ltd.

, Changzhou Jintan District, 2018 (hereinafter Financial funding, no more than 1 billion yuan, the deadline is no more than one year. The financial subsidy is supplied by Jintan Investment Supply Association. These two years, * ST integration is difficult, China Aviation Lithium Electric (Jiangsu) Co.

, Ltd. is not good, its interest in the late 2017 owner is only 2.77 billion yuan, 2017 lost nearly 100 million yuan.

However, in this case, China Aviation Lithium Electric (Jiangsu) Co., Ltd. also supplies financial funding to its platform of Changzhou Jintan District Government.

. * ST integration and Changzhou Jintan District State-owned borrowing transactions and “friendly” relationships, is related to this restructuring? On the other hand, the development of lithium-ion battery services should be huge, sustained capital investment, relying on the previous multi-year fund investment, * ST integrated lithium-ion battery business is still difficult to succeed, today’s funds are stretched, there is a local regional national capital, how to do a good lithium-ion battery business Quite worthwhile. The second largest question of the reorganization, more directly related to transaction compliance and behind-the-scenes arrangement.

This is also the focus of the regulatory department inquired. The deep exchange focused on the problem of no-price relief. Report disclosure, * ST integration and lithium-e-Luoyang, Jinsha Investment, Huakha Investment Signed by Huakai Investment Signaling Lithium Electric Luoyang Transfer the control of lithium technology to * ST integration, while * ST integration will release lithium electricity The control of science and technology, the price of the above control is not specified in the restructuring report.

In this regard, the Deputy Exchange requirements * ST integration combined with lithium-eMuang only holds 30% of lithium electric technology but still controls the protocol arrangement of lithium technology, indicating whether the non-counter-free control agreement is fair, reasonable, whether there is a situation in which listed company interests. It is a puzzling that before, the lithium-eM Luoyang only holds 30% of stocks of lithium technology, which is identified to control lithium technology. Why can’t I maintain the control of controlled by 30% of ST integrated controlling lithium technology? Control and whether it seems to eventually become a capital operation arrangement of the company.

* ST integration is not fully cleared in the latest reply. The report also shows that * ST integrated controlling shareholder, the actual controller will transfer 9.38% of the lithium Luoyang held without compensation to the Huacai Investment in the Government of Changzhou Jintan District Government.

In general, there is less unpaid transactions between country-funded national-funded national-funded national-funded national-funded country-owned countries.. In response to this transaction, the relevant parties required the relevant party to explain the essence of the transaction of lithium electric Luoyang behavior, the causes and rationality of the above arrangements, there is other agreement arrangements, listed companies, and the transaction counterparts, this 9.

38% lithium electric Luoyang Other agreements. The actual controller of listed companies as a party and the restructuring and free of charge assets, and the relevant party required the relevant party to explain whether the reorganization constitutes a related transaction. * ST integration is admined in the latest reply notice, the above-mentioned unpaid conversion is to implement the strategic arrangements for the deployment of “slimming fitness, improvement and efficiency”, focusing on the main business, peeled loss assets, and promoting the strategic arrangements made by this major asset restructuring are conducive to The rapid advancement of the major asset restructuring, is rational, there is no other protocol arrangement.

“Shell” is difficult to cover up, the company’s series of movements refers to “turn loss and shell”. “There is no asset transaction, but the form of assets can be sold, you can confirm a profit; from the controlled stock to the shares, it can be implemented, and the ‘loss’ peeling money. “Name is sold and transfer, in fact, * ST integration this” ostrich “restructuring does not really implement the peeling of relevant assets.

In the future, if the lithium-ion battery service continues to lose money, * ST integration is actually undertaking huge business risks. However, it has another way in financial statements..

According to the latest reply, * ST integration discloses the accounting process of this transaction, and the impact on financial statements for a quarter. Before the transaction, the company’s total assets were about 8.986 billion yuan.

After the transaction, the company’s total assets fell to around 4.3 billion yuan..

More impact on the profitable form. * ST integration In the restructuring of the inquiry letter reply, confirmed and unveiled this financial skills “final veil” – original, * ST integration of 480 million yuan in a quarter of this year, net profit loss of 28.97 million yuan; due to The new accounting policy will be implemented since 2019.

If the shareholding is moving, * ST integration will change in the first quarter of this year, and the revenue has not changed, and the operation is not changed. It will be 28.97 million yuan.

Change earnings 10.5 billion yuan. Why have this impact? Shortly after the reorganization method disclosed, * ST integrated notice said that it will be changed from the month from January this year.

. One of the key to adjusting the accounting of non-trader tool investment, allowing the company to design non-tradable equity instruments to handle financial assets measured at fair value and its changes in other comprehensive income, but this designation is irrevocable And if you are disposed of, you must have a cumulative fair value of other integrated benefits..

This is the key to understanding this restructuring. Carefully study the reply letter, * ST integrates the benefits of selling assets, incorporates investment income, and due to the relief of the control of lithium technology, the relevant assets no longer merged reports, the equity investment of lithium technology is converted to the cost method And traceability adjustment, the obtained lithium technology equity is measured at fair value. “There is no asset transaction, but the asset is sold, you can confirm a profit; from the controlling to the shares, it can be implemented, and the ‘loss’ is stripped by the financial report; the future is measured at fair value, meaning even Continued loss, as long as the market is estimated, it can still be considered a profitability asset, some of which have a huge adjustable space.

. “Senior finance people said to the reporter reporters. Accounting policy changes unable.

But it is not difficult to see that this complete asset transaction, accounting policy change finally refers to “turn loss and shell”. 8 years of over 2 billion yuan investment is roughly estimated, 8 years, * ST integration and partner accumulates more than 2 billion yuan to hold a lithium battery business, but now declined to this, behind it is worth research. Retrosing, * ST integration is an extremely favored central enterprise listing platform in the A-share market, rough estimates, 8 years, * ST integration and partners have put over 2 billion yuan to hold a lithium battery business, but now decline, behind Because worth research.

The notice shows that in 2011, * ST integrates at least five investments in the lithium-ion battery sector, integration. Among them, in 2011, * ST integration passed the non-public issued stock raised funds, and the lithium-illegal lithium battery project was implemented, and the lithium-ion power lithium battery project was built; in 2015, lithium-e-Luoyang took a total of 1.2 billion yuan in invisible assets and cash.

Jinsha Investment and Huacai Investment have set up lithium-electric technology;. In 2011, the project feasibility report shows that the total investment in the construction of lithium-ion power lithium battery project is 1.7 billion yuan, including 1.

5 billion yuan in construction, 2 billion yuan in the floor, proposed to invest ranging from 1020 million yuan.. According to the report, the project construction period is 38 months.

After the project is completed, it will form 680 million AH large-capacity lithium-ion power lithium battery production power.. After the project is completed, the annual net profit is expected to be 374 million yuan, the project investment finance internal yield (before the income tax) is 23.

10%, the project investment recovery period (before the income tax) is 7.8 years. Before and after 2017, * ST integration has once obviously feels chill.

However, in 2016, in 2017, * ST integrates the three-phase project of the construction project of lithium-electric Luoyang Industrial Park, which intends to further enhance the company’s main business structure.. The above results are quite embarrassing.

Disclosure shows that * ST integration “2011 non-public issued increase capital lithium-e-electric Luoyang construction lithium ion dynamic lithium battery project” 2018 achieved the effectiveness of -236 billion yuan, “Lithium (Luoyang) Industrial Park Construction Project Phase IIP Project” 2018 The benefit is achieved by approximately 3.34 billion yuan, and it has not reached the expected benefits.

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