The trap 4 years ago finally came to light, and the actual controller of Chang Aluminum Co., Ltd. did not delay the good deeds at all.

Fukai summary: While taking advantage of the situation to reduce holdings while making mergers and acquisitions, the hidden danger of goodwill finally broke out after 4 years, but what does it matter?

Author | Mu En, WeChat public account: Fukaicaijing (ID: fukaicaijing)

As February approaches, A-share listed companies begin to busy themselves with the disclosure of their 2018 annual reports As a result, more listed companies have released annual report forecasts early. Among them, there are many listed companies that have experienced "black swan" events in their performance.

Taking Chang Aluminum Co., Ltd. as an example, the company’s disaster was postponed to 2018 due to the asset Langmai Clean acquired at a high premium in 2014.

Due to the substantial impairment of goodwill made by its subsidiary Langmai Clean, Chang Aluminum Co., Ltd. has revised down its 2018 performance forecast. It is expected that the company will lose 380 million yuan to 450 million yuan in 2018, a year-on-year decrease of 323% - 365%. In its third quarterly report, Chang Aluminum had expected its full-year net profit to be 75 million yuan to 140 million yuan, a year-on-year decrease of 53.05% to 17.95%.

Some investors believe: “The current performance of Langmai Clean has actually shown that Chang Aluminum Co., Ltd.’s layout in the field of health has failed.

Industrial and commercial data show that Langmai Cleanliness Clean was established on October 29, 2009 with a registered capital of 319 million yuan. Its main business is to provide clean area projects for pharmaceutical companies in accordance with GMP related standards and customer needs, including clean pipeline systems, automatic control systems, clean industrial equipment, design consulting and GMP verification, clean area system and overall solutions, etc.

On November 8, 2014, *ST Chang Aluminum (now renamed: Chang Aluminum Co., Ltd.), which has suffered losses for two consecutive years, announced that the company and its wholly-owned subsidiary. The company plans to acquire 100% equity of Shanghai Langmai Clean Technology Co., Ltd., a medical service provider, through the issuance of shares and cash, with a valuation of 1.012 billion yuan and a premium rate of 510%.

Due to the premium. More, Chang Aluminum Co., Ltd. generated about 800 million yuan in goodwill when it acquired Langmai Cleaning. As of the end of 2017, Chang Aluminum Co., Ltd.'s goodwill increased to 994 million yuan, but no provision was made.

It has to be said that under the halo of "big health", Chang Aluminum's acquisition of Langmai Clean attracted a large number of investors. However, Fukaijun found that in the three years of performance commitments, Langmai Clean except for 2015 Except for the unfulfilled performance commitments, the performance in the other two years was quite satisfactory. However, once the three-year commitment period passed, Langmai Cleansing seemed to no longer be shrouded in the halo of "big health", and its performance fell sharply.

Data shows that for the whole of 2017, the revenue of Langmai Clean's medical cleansing segment was 360 million yuan, and the net profit was 86.01 million yuan. In the first half of 2018, the revenue of this segment plummeted to 23.18 million yuan, and the net profit was only 23.18 million yuan. 4.51 million yuan. In 2018, Langmai Cleaning directly declared a huge loss due to the impairment of goodwill.

After the three-year commitment period, Langmai Cleaning's "face change" was as fast as a rocket. People have to wonder whether its previous performance has been "whitewashed" in order to fulfill its performance commitments.

In this regard, some investors said they strongly called on the China Securities Regulatory Commission to investigate the large amount of funds originally raised by the company. Where is it used? Why did the performance suddenly change? Investors believe that this behavior harms the interests of small and medium-sized investors.

According to Wind data, the company has suffered losses for two consecutive years, including in 2012. It was about 69 million yuan, and the loss in 2013 was about 59.2 million yuan. In an interview with the media at the beginning of 2014, *ST Chang Aluminum executives said that the company would definitely turn around its losses this year. Two major asset acquisition announcements were made one after another.

*ST Chang Aluminum announced in March 2014 that it would acquire 100% of the equity of Shandong Xinheyuan, with a valuation of 271 million yuan and a premium rate of 477%. . It is worth noting that Changshu Aluminum Foil Factory, the controlling shareholder of *ST Chang Aluminum, holds 49% of Shandong Xinheyuan's shares.

After the trading plan was announced, *ST Chang Aluminum fell by the limit for two consecutive trading days from March 18th to March 19th. However, despite a lot of dissatisfaction, this asset acquisition plan was approved by the shareholders' meeting based on the same shell preservation goal as *ST Chang Aluminum.

Immediately afterwards, *ST Chang Aluminum once again surprised the market in August 2014: the company was planning a major asset restructuring. On November 8, the company announced that "the company and its wholly-owned subsidiaries plan to acquire 100% equity of Shanghai Langmai Clean Technology Co., Ltd. through the issuance of shares and cash."

It is very common for ST companies to carry out asset mergers and acquisitions in order to preserve their shells, but some investors suspect that the company's above-mentioned two restructuring plans have hidden secrets.

Among them, the shareholders of Shandong Xinheyuan, the acquisition target, attracted the attention of investors. It is understood that the two major shareholders of Shandong Xinheyuan are Changshu Aluminum Foil Factory and Zhu Ming, a natural person. Changshu Aluminum Foil Factory holds 49% of Shandong Xinheyuan's shares and Zhu Ming holds 51% of the shares. In 2013, *ST Chang Aluminum was the second largest supplier of Shandong Xinheyuan.

Another identity of Changshu Aluminum Foil Factory is the controlling shareholder of *ST Chang Aluminum. Some investors questioned: Judging from the published data, Shandong Xinheyuan's profitability is not worthy of the 477% premium given by listed companies. This acquisition is suspected of delivering benefits to the controlling shareholder.

Regarding this statement, the company "denied" and said: This reorganization is a decision made by the company based on the strategic layout of future business development, extending through the industrial chain.

However, the changes in the company's stock price before the reorganization were questioned by the outside world as a leak of inside information. The company has been suspended since the market opened on August 18, 2014. The closing price of the company's stock on the trading day before the trading suspension, that is, August 15, 2014, was 6.23 yuan/share, which was an increase of 27.14% from the closing price of 4.9 yuan/share on the 21st trading day before the trading suspension, that is, July 18, 2014. , there is a phenomenon of abnormal stock price movement. Some analysts believe that the company's stock price has changed, or that relevant restructuring information has been leaked to the outside world.

Some investors suspect that *ST Chang Aluminum’s serial restructuring may pave the way for the controlling shareholder to cash out in the future. In the first step of reorganization, the controlling shareholder first injects its assets into the listed company, transferring the company's "burden" to the listed company, and at the same time increasing the number of shares it holds in the listed company. Immediately afterwards, cross-border medical assets with strong profitability will be injected. The stock price will continue to rise in the secondary market, and the market value of the stocks held by the controlling shareholders will also increase. Through the reorganization, the controlling shareholder can kill two birds with one stone.

In this regard, the company explained at the time that since its listing, the controlling shareholder has not reduced its stock holdings to cash out.

However, Fukaijun discovered that Zhang Ping, the actual controller of Chang Aluminum Co., Ltd., had made a large reduction in holdings after announcing the above two restructuring news in 2014.

Flush statistics show that as of August 22, 2014, Zhang Ping’s shareholdings dropped from 17.82% to 17.42%; by December 25, 2014, Zhang Ping’s shareholdings dropped again. dropped to 16.59%.

If Zhang Ping, the company’s actual controller, had quietly reduced his holdings to a small extent before, on April 3, 2015, Zhang Ping’s shareholdings plummeted to 11.19%. . After that, in less than two months, Zhang Ping reduced his holdings again. As of June 17, 2015, his shareholding dropped to 10.78%.

Fukaijun found that Zhang Ping reduced his holdings by the largest amount around April 2015. This has a great relationship with the company's stock price trend in 2015.

Judging from the market trend, Chang Aluminum's stock price hovered around 6 yuan/share at the end of 2014. By 2015, the company's stock price, stimulated by the merger and acquisition of the "big health" industry, dropped It has been rising steadily. As of June 2015, the company's stock price climbed to the highest price of the year, which was 20.68 yuan per share.

What I have to say is that after the actual controller’s large-scale reduction of holdings, Chang Aluminum’s share price continued to fall to the current level of 3 yuan/share price.

On December 28, 2018, the company once again announced that it had issued shares to purchase 100% of the equity of Tai'an Dingxin Cooler Co., Ltd. (hereinafter referred to as "Taian Dingxin"). At the same time, the company stated that Tai'an Dingxin It has become a wholly-owned subsidiary of Chang Aluminum Co., Ltd.

With the continuous issuance of shares for acquisitions, Chang Aluminum's share capital is currently 757 million shares, and the company's stock price is 3.38 yuan/share. In the context of pre-losses in 2018, it remains to be seen whether the acquisition of Chang Aluminum shares can bring vitality to the company.

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