Zhong Yida shocked the performance of the gambling secret door

Our reporter Wang Liang / Wen

Zhongyida (600610.SH), formerly known as China Textile Machinery, is an old-fashioned enterprise specializing in the production of textile machinery in China. It is the most famous enterprise in China's cloth machine industry. In 2014, China Textile Machinery implemented major asset restructuring, and its main business changed from the production and sales of textile machinery to landscape engineering construction, green maintenance and seedling production and sales.

In January 2016, Zhong Yida had created a record of 85.12% increase in 8 trading days (January 12-25). In the same period, the Shanghai Composite Index rose by -2.59%, which was crowned "New Year's First Demon Shares" by the market. From January 1st to July 5th, 2016, the Shanghai Composite Index rose by -15.26%, and Zhongyida's increase was 14.38%.

However, Zhong Yida’s performance is completely upside down from the stock price. In the year of reorganization in 2014, its net profit was more than 100 million yuan compared with the performance commitment. In 2015, it was a loss of 6,546,300 yuan. In the first quarter of 2016, it continued to lose a loss of 6,044,700 yuan.

Recently, the most core asset of Zhongyida, Xiamen Zhongyida Environmental Art Engineering Co., Ltd. (hereinafter referred to as “Xiamen Zhongyida”) founder and chairman Chen Guozhong provided the “Securities Market Weekly” reporter during the reorganization of the former China Textile Machinery. The "Cooperation Agreement" signed with Dashen Group Co., Ltd. (hereinafter referred to as "Da Shen Group"), the largest shareholder of Yida. According to the data, Dashen Group promised Chen Guozhong that after the completion of the reorganization, Chen Guozhong was recommended as the general manager of the listed company... In 2014 and 2015, he gave Xiamen Zhongyida 600 million yuan in funding support. Chen Guozhong said, "Da Shen Group's failure to comply with its commitments is one of the main reasons for Zhongyi's unfulfilled performance commitments."

The "Cooperative Framework Agreement" provided by Chen Guozhong mentioned that "the two sides have reached the following framework agreement, the project content is the "Dangcaohe-Dongshan Park" tourism comprehensive development boutique agricultural demonstration park project of Jiangyou City, with a total investment of 600 million yuan. ......" Signing Party A is the Jiangyou Municipal People's Government, and Party B is Xiamen Zhongyida Environmental Art Engineering Co., Ltd., signed on July 18, 2014. However, the "Securities Market Weekly" reporter did not find that China Yida disclosed the relevant announcement, and Zhongyida's information disclosure may be flawed.

Zhong Yi Da

On June 11, 2014, China Textile Machinery released the “China Textile Machinery Share Separation Reform Manual”, which is intended to be injected into the 100% equity of Xiamen Zhongyida held by Dashen Group in the form of asset donation. Key points of the reform plan: 1. Dashen Group will donate 100% equity of Xiamen Zhongyida to the company for free, as part of the cost of all non-tradable shareholders to pay the consideration for the share reform; 2. The capital reserve fund formed by the above gift will be provided to the whole Shareholders will be converted into share capital in proportion to 20 shares for every 10 shares; 3. Dashen Group will send shares to the company's all A shares of tradable shares at a rate of 3.5 shares for every 10 shares.

After the completion of this equity change, Dashen Group will hold 103 million shares of China Textile Machinery, accounting for 28.73% of the total share capital of listed companies, becoming the largest shareholder of China Textile Machinery. The total price paid by Dashen Group for the shares of listed companies was RMB 169 million.

On July 16, 2014, Xiamen Zhongyida injected the China Textile Machinery and completed the corresponding industrial and commercial change registration procedures.

At the beginning of the injection of assets, Dashen Group promised that the net profit realized by China Textile Machinery in 2014 (based on the audited annual financial report data, including non-recurring gains and losses) should not be less than 260 million yuan, otherwise Dashen Group will Compensation for the method of chasing shares. If China Textile Machinery's net profit realized in 2014 is less than 210 million yuan, then Dashen Group will chase 10,108,800 shares to all shareholders of A-share tradable shares with unrestricted sales conditions as compensation...

On June 22, 2014, China Textile Machinery issued the “Share Sub-distribution Reform Manual (Revised Draft)”, Dashen Group renewed its commitment: If the 2014 performance commitment is not up to standard, Dashen Group will provide double compensation, “If China Textile Machinery The net profit realized in 2014 (based on the audited annual financial report data, including non-recurring gains and losses) is less than 260 million yuan, Dashen Group will pay cash to China Textile Machinery to make up."

Wind data shows that in 2012 and 2013, China Textile Machinery lost a total of 40.424 million yuan and 35.716 million yuan respectively. At the same time, Xiamen Zhongyida has also suffered losses for many years. The “Share Separation Reform Manual” shows that in 2011-2013 and the first quarter of 2014, Xiamen Zhongyida’s main business income was only RMB 1,752,200, RMB 16.78 million and 2,345.18 respectively. Ten thousand yuan and 86.162 million yuan, the net profit was 704,900 yuan, -249.90 million yuan, -345.35 million yuan and -20.25 million yuan.

The above-mentioned performance promises of Dashen Group are quite "potential, how big is the production of people".

In fact, in 2014, Zhongyida's operating income and net profit attributable to shareholders of the parent company were RMB 69,716,600 and RMB 9,935,600, respectively, which increased by -17.85% and 380.32% respectively over the previous year. In 2014, Zhongyida's non-operating income was 152 million yuan, mainly due to the sale of assets related to major asset restructuring and government subsidies, which were 147 million yuan and 5,424,700 yuan respectively.

On April 27, 2015, Zhong Yida released the “Special Audit Report on the Realization of Profit Commitment”, saying that as of December 31, 2014, Dashen Group’s profit commitment was not realized, Dashen Group Co., Ltd. needed to make up the company’s cash. At the same time, Dashen Group is required to provide 1,108,800 shares to all shareholders of A-share tradable shares that are not eligible for sale as compensation. It is understood that the above commitments have been fulfilled in August 2015.

In the “core competitiveness analysis” of the 2014 annual report, Zhong Yida said that the garden industry is a capital-intensive industry. With the support of the listed company financing platform, Xiamen Zhongyida, which has been engaged in garden management for many years, will be in a geometrical level. Growth, growth expectations are larger. Zhong Yida also said that the plan of mergers and acquisitions and restructuring will bring considerable profits to listed companies in 2015.

However, in 2015, Zhongyida's operating income and net profit attributable to shareholders of the parent company were 67.167 million yuan and -654.63 million yuan, respectively, down -3.66% and -106.55% year-on-year; Xiamen Zhongyida's net profit was only 20.24. Ten thousand yuan.

Zhong Yida rarely mentioned the reasons for the unfulfilled performance commitment and the rapid decline in performance. In the "Share Separation Reform Manual", Dashen Group has promised to fully and comprehensively provide all documents and materials related to Xiamen Zhongyida's equity assets to China Textile Machinery, and these documents and materials are true and accurate. Completely and objectively reflects the status of Xiamen Zhongyi's equity assets. There are no false statements, major omissions and intentional concealment, and no information that would affect the signing or performance of the Assets Consignment Contract will be retained.

Is this really the case?

The founder of the injected assets turned into a "marginal person"

Chen Guozhong provided a number of "Cooperation Agreements" signed by Dashen Group and its shareholders to the "Securities Market Weekly" reporter. According to the data, before and after the reorganization of China Textile Machinery, Dashen Group and its shareholders had promised Chen Guozhong a number of conditions, but did not disclose the relevant announcements, and the relevant commitments were not realized. Chen Guozhong said, “This is Zhongyi’s unfulfilled performance commitment. One of the main reasons".

Founded on July 3, 1998, Xiamen Zhongyida was originally funded by Chen Guozhong and Chen Zhenyu, with a registered capital of 287.17 million yuan, of which seedling production and sales and garden construction are the company's main source of income.

In 2014, Chen Guozhong and Chen Zhenyu integrated their Miaomu investment and Xiamen Zhongyida business, and injected all their seedling assets into Xiamen Zhongyida on December 31, 2013. In April, 100% equity of Xiamen Zhongyida was transferred to Dashen Group.

“At the end of 2013, Tibet Yiyi (now one of Zhongyi’s shareholders, formerly known as Nanjing Hongchang Asset Management Co., Ltd.) found me, and I said that they have a shell that they want to reorganize, (think) the quality of Xiamen Zhongyida Nursery. The scale is in line with the standards of reorganization." Chen Guozhong recalled the reporter of "Securities Market Weekly", "I signed a formal contract with me on February 6, 2014, but before signing, I did not know that Dashen Group was What I did, I later signed a contract with me in the name of Dashen Group. Tibet Yiyi first talked with Shenzhen Deheng and suddenly changed to Dashen Group."

The "Securities Market Weekly" reporter combed the announcement and found that on March 5, 2014, China Textile Machinery announced that the original restructuring of the transaction was Shenzhen Deheng, Shanghai Qianfeng and Nanjing Hongchang; due to its own reasons, Shenzhen Deheng After deciding to withdraw from the transaction, the parties agreed to make changes to the restructuring party. The newly reorganized parties after the change were Dashen Group, Shanghai Qianfeng and Nanjing Hongchang.

According to the "Cooperation Agreement" provided by Chen Guozhong, Chen Guozhong and Chen Jinyu transferred the 100% equity of Xiamen Zhongyida held by the two of them to Dashen Group at the consideration of the 76.812 million shares of Zhongfang Machinery (9.72 yuan per share); Through the internal shareholder equity transfer or capital increase and share expansion, Dashen Group ensures that Chen Guozhong and Chen Zhenyu hold 27.77% of the shares of Dashen Group, which indirectly holds 76.812 million shares of China Textile Machinery.

"The condition promised at that time was that after the completion of the reorganization, I was the general manager of the listed company, but it was not realized." Chen Guozhong said that after November 2014, I did not have any position in Xiamen Zhongyida, after a series of consultations, 2015 In May of the same year, I resumed the position of Chairman of the Board of Directors of Xiamen Zhongyida, but I did not have an office in Xiamen Zhongyida, and I was not allowed to participate in the daily management. ”

The "Cooperation Agreement" provided by Chen Guozhong does have "after the successful reform and restructuring of China Textile Machinery Corporation, Dashen Group and its shareholders agreed to recommend Chen Guozhong as the director and general manager of China Textile Machinery, responsible for the management of the garden assets business of China Textile Machinery. "Transaction" and other content.

“Zhong Yida even invited a person who has no experience in the industry to be the general manager. Xiamen Zhongyida’s existing management also has no industry experience. They also substantially abolished the original business team and sent a group of people who did not know how to manage. The company, my assets of 1 billion yuan, now become nothing to me." Chen Guozhong said.

Wind information shows: Shen Yimin, chairman of Zhongyida, and Ren Honghu, general manager, did not have any experience in garden engineering companies before.

Interestingly, Dashen Group also mentioned in the “Share Separation Reform Manual” that “the landscaping industry has the characteristics of the first, second and third industries, and the technical management, artistic accomplishment and interdisciplinary There are high requirements in terms of management ability, etc. At present, high-end technical talents and compound talents in the garden industry are scarce, which has become one of the obstacles for enterprises to enter the garden industry."

Truth survey: the unknown "double-sided" commitment

According to the information provided by Chen Guozhong, Chen Guozhong once promised to Dashen Group: “In 2014, China Textile Machinery realized the business performance of turning losses into profit. In 2014 and 2015, China Textile Machinery realized a cumulative net profit of not less than RMB 400 million. In 2014-2016, China Textile Machinery achieved a cumulative net profit of not less than 1 billion yuan in operating results." Later changed to "2014 China Textile Machinery achieved a net profit of not less than 170 million yuan of operating performance (excluding China Textile In the 2014-2016 year, China Textile Machinery realized a cumulative net profit of not less than 1 billion yuan in operating results.

In the Supplemental Agreement III of the Cooperation Agreement, it is also mentioned that Chen Guozhong cannot complete the business performance target. If the actual operating performance in 2014 is less than 120 million yuan, 10 shares will be sent to the shareholders of the circulating A shares; the total will be accumulated in 2014-2016. If the business performance target is not completed, the difference will be supplemented by Chen Guozhong and Chen Zhenyu in cash to Dashen Group. If the cash compensation part Chen Guozhong and Chen Zhenyu do not make up, Dashen Group has the right to Chen Chenzhong and Chen Zhenyu. When the shares of China Textile Machinery or its stocks can be circulated according to law, the stocks of the corresponding difference will be disposed of through the open method of the market.

“I need liquidity to complete my performance commitment. Dashen Group’s commitment to me is to bring at least 200 million yuan of cash in 2014. In March, I will provide 80 million yuan to make working capital. I will do gardening. However, a penny was not in place. The original performance promise was not completed, because the funds he promised were not in place, and my project could not be carried out smoothly." Chen Guozhong said.

When talking about the performance promises of the original, Chen Guozhong still said with certainty that if the conditions promised by Dashen Group were fulfilled, they still have the confidence to complete the performance commitment. “In 2014, the total amount of the landscape project investment framework agreement signed by Xiamen Zhongyida was billions.”

According to a "Cooperation Framework Agreement" obtained by the "Securities Market Weekly" reporter, "the two sides have reached the following framework agreement, the project content is the "Dengcaohe-Dongshan Park" tourism comprehensive development boutique agricultural demonstration park project of Jiangyou City, the project The total investment is 600 million yuan..." The signing party is the Jiangyou Municipal People's Government, and the Party B is Xiamen Zhongyida Environmental Art Engineering Co., Ltd., signed on July 18, 2014; but the "Securities Market Weekly" reporter did not Found that China Yida disclosed relevant information.

Article 30 of the Measures for the Administration of Information Disclosure of Listed Companies stipulates that: in the event of a major event that may have a significant impact on the transaction price of the listed company's securities and its derivative products, the listed company shall immediately disclose the event if the investor has not known it. Causes, current status and possible impacts; the major events referred to in the preceding paragraph include the company entering into important contracts.

In the "Share Separation Reform Manual", Dashen Group also stated that "the landscaping industry is characterized by capital intensiveness. The business scale of undertaking projects is closely related to the overall financial strength of the company. The strength of the company's financial strength is determined by the enterprise. Key factors in the size of the business."

In the "Cooperation Agreement", Dashen Group and its related parties promised: 1. If the reform and restructuring of China Textile Machinery Co., Ltd. is successful, the liquidity invested by China Textile Machinery Co., Ltd. for Xiamen Zhongyida shall not be less than 200 million yuan in 2014, 2015 At the beginning of the year, it should be no less than 400 million yuan, totaling no less than 600 million yuan. 2. If China Textile Machinery did not raise 400 million yuan through private placement in 2014, Shanghai Qianfeng promised to take charge of the China Textile Machinery platform. 400 million yuan for Xiamen Zhongyida use.

Of particular importance is the third point. “In the case of the conditions of Articles 4 and 2 of this Agreement (referring to the above two conditions), and during the period when Chen Guozhong served as the director and general manager of China Textile Machinery, China Textile Machinery Co., Ltd. Achieving the following business objectives: In 2014, China Textile Machinery achieved a turnaround in profitability..."

In Supplementary Agreement III, Dashen Group and its shareholders He Xiaoyang and Wu Bangxing promised to support Chen Guozhong's leading production and operation activities of Xiamen Zhongyida and provide support when needed.

According to Chen Guozhong, at the time of the initial reorganization, Xiamen Zhongyida had a bank loan of more than 100 million yuan. There were a lot of uncertainties in the reorganization. The bank knew that it would be repaid before it was expired. Give it back. "It is a fatal thing for the company to recover more than one billion yuan of liquidity, so at that time Dashen Group promised to provide financial support, and the results were not in place." Chen Guozhong said.

According to the "Cooperation Agreement", as of February 2014, Xiamen Zhongyida had 14 loans from various financial institutions, totaling 102.9 million yuan, with a term of six months or one year, of which 11 repayments were due in 3-9 in 2014. month.

Chen Guozhong said that the Xiamen Zhongyida Bank loan expired, the nursery rent, the employee's salary, and the bank's loan interest all had various problems. Dashen Group did not give funds.

On December 16, 2014, Chen Guozhong and Dashen Group and other related parties signed the Fourth Supplementary Agreement of Shenzhong (2014) Cooperation Agreement No. 001 (hereinafter referred to as “Supplemental Agreement IV”): Both parties agreed to terminate Shenzhong (2014) Implementation of the 001 Cooperative Agreement and some of its supplementary agreements, including the previously mentioned “Da Shen Group and its shareholders agreed to recommend Chen Guozhong as the director and general manager of China Textile Machinery” “2014, 2015 China Textile The total investment of the machine is not less than 600 million yuan for the working capital used by Xiamen Zhongyida and "Chen Guozhong promises that the accumulated net profit of China Textile Machinery will not be less than 1 billion yuan in 2014-2016".

It is understood that Chen Guozhong has already reflected the above situation to the CSRC and will file a lawsuit with the court. The follow-up progress, the "Securities Market Weekly" reporter will continue to pay attention.

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