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As a wool-spinning enterprise, San Mao Pian Shen (000779, SZ) has recently begun to plan for the “investment†of engineering consulting assets that are not related to the main business.
On March 21, Sanmao sent a market to suspend trading and announced that it intends to purchase three design institutes held by Gansu Provincial State-owned Assets Investment Group Co., Ltd. (hereinafter referred to as Gansu Guotou) by issuing shares to purchase assets. This transaction constitutes a connected transaction.
Not long ago, San Mao Pian Shen also released the 2017 performance report, "Daily Economic News" reporter found that the company's 2017 revenue and net profit double increase, while deducting non-net profit decline. It is worth noting that the 2017 net profit has increased five-fold compared to 2016, which is mainly due to a land transaction.
Proposed acquisition of three design institutes
On March 21, Sanmao sent a statement that its second largest shareholder, Gansu SDIC, is planning major issues related to the company, which may involve major asset restructuring. The reporter noted that Gansu SDIC is the controlling shareholder of Lanzhou Sanmao Textile (Group) Co., Ltd. (hereinafter referred to as Sanmao Group), the controlling shareholder of Sanmao, and the two parties are acting in concert.
The three companies to be acquired are assets related to engineering consulting business. The underlying assets are initially set for Gansu Provincial Architectural Design Institute Co., Ltd., Gansu Provincial Urban and Rural Planning and Design Institute Co., Ltd. and Gansu Provincial Water Resources and Hydropower Survey. Design and Research Institute Co., Ltd. 100% equity.
The three design institutes were established in 1993, 1994 and 2008 respectively. The registered capital was 598 million yuan, 155 million yuan and 329 million yuan respectively. The actual controllers were all the Gansu Provincial State-owned Assets Supervision and Administration Commission.
According to public information, San Mao is a company in the textile industry. It is an all-round comprehensive wool spinning enterprise integrating dyeing, combing, spinning, weaving, dyeing and finishing. It is not related to the main project of this three-standard project. So what is the intention of San Mao’s acquisition this time?
At noon on March 21, the reporter of "Daily Economic News" called the Sanmao faction secretary. "This is a matter planned by the company's shareholders. We received a letter of intent from others to apply for suspension." Dong Lei Liu Lei told reporters, "We are more passive, not active. Because it is planned by shareholders, it is not a member of the board of directors of the listed company. The related project to do this."
Then, does the company receive the relevant reasons for the transfer of the target of Gansu Guotou to the listed company? Dong Mi Liu Lei said that now Gansu SDIC is still planning the stage of this incident, and there is no more detailed information on the company side. Further information will be disclosed when the company next considers the restructuring plan.
Subsequently, the "Daily Economic News" reporter found the Gansu State Investment Telephone from Kaixinbao, and dialed the other party's telephone to inquire about related matters, but after the reporter showed his identity, he immediately hanged up the phone for convenience.
2017 net profit increased by 5 times
The reporter noted that behind the design institutes where the San Mao Pian and the shareholders planned to purchase and had no connection with their main business, the status quo of their main business has been sluggish.
The Sanmao Pai 2017 annual report shows that the company is currently focusing on the R&D, production and operation of wool worsted fabrics. The main business and product structure have not changed significantly since its launch. The main products are worsted wool.
"Daily Economic News" reporter found that last year's annual report found that in 2017 the company achieved operating income of 280 million yuan, an increase of 12.34% over the previous year; realized profits of 79.205 million yuan, an increase of 503.07% over the previous year; deducted non-net profit loss of 37.598 million Yuan, down 55.29% from last year.
Regarding the above-mentioned performance status, the reporter found that in 2017, the company's net profit increased by 5 times, mainly relying on land use rights that have little to do with the main business.
In 2017, Sanmao sent the land use right after the relocation of the original site by public listing transaction. The last land transaction was completed during the reporting period. The profit contributed by the matter was 53.99 million yuan, which increased the performance of the reporting period. In addition, during the reporting period, the company also obtained the relevant approval of the tax authorities to exempt the land value-added tax, and the exempted land value-added tax of 58.59 million yuan also increased the performance of the reporting period.
The above scenes seem to have met each other.
The reporter looked at the previous year's annual report and found that in 2014, due to the loss of two consecutive years in 2012 and 2013, the *ST sent by the "star-wearing cap" sold the land of the company's real estate to the shareholders Sanmao Group through public auction. The right to use, the latter to take the price of 33.38 million yuan. This helped the San Mao faction turn losses in 2014 and helped.
In 2016, Sanmao Group participated in the auction again, and obtained a piece of land use right sold by Sanmao Shenshen for 495 million yuan, which was a premium of 43 million yuan compared with the listed reserve price. The matter also had a significant impact on 2016 net profit.
However, the reporter further combed the annual report and found that its main business seems to be "unsatisfactory." Since 2009 to 2017, the Sanmao faction has been in a state of declining net profit for nine consecutive years.
In response, the reporter asked Liu Lei, the director of the San Mao School, whether the company would consider enriching the main business after the proposed acquisition of the three design institutes. The other party said that the company has not received any information on the next step in the adjustment of the main business.
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