"Fujian Securities Regulatory Bureau has stepped in and specially listened to the report of Dongbai Group this afternoon. It seems that the situation is quite complicated. " An insider told reporters on the evening of February 14, "But there is no official conclusion as to whether Fujian Xintiandi Group is really behind the scenes."
At this time, it is less than two months since Fuzhou Finance Bureau signed a share transfer contract with two subsidiaries of Xintiandi Group.
On the same day, the website of Xintiandi Group was "suddenly" unable to log in. Previously, the website disclosed that Shenzhen Qinzhou Industry, the largest shareholder holding 20% equity of Dongbai Group, and Fuzhou Qinglong Investment Co., Ltd. and Fuzhou Hua Gang Investment Co., Ltd., which signed an agreement to jointly acquire 0.37% equity of Dongbai Group years ago, are all "subordinate enterprises" of Xintiandi Group.
"If Qinzhou Industry really belongs to the clique of Xintiandi Group, once Dongbai Group 10.37% state-owned equity transfer is approved by SASAC, the shares of Dongbai Group directly controlled by Xintiandi Group will reach 30.37%, which will trigger a tender offer." The insider said.
Acquisition suspense
On February 22, 2005, 65438+ Dongbai Group announced that Fuzhou Finance Bureau had transferred 13689400 shares of Dongbai Group's state-owned equity to Qinglong Investment and Hua Gang Investment respectively, with a share price of 36943 yuan and a transfer amount of 50.57 million yuan.
Although the transfer price is higher than the net assets per share of 2.79 yuan in the third quarter of 2005, it is the same as the transfer price of 29% equity of Shenzhen Commercial Aircraft Industry and Qinzhou Industry four years ago.
"At that time, Dongbai Group declined, and the transfer of state-owned shares was very painful. Now the performance of Dongbai Group has rebounded in an all-round way. Earnings per share reached 0.226 yuan in 2004, and adjusted net assets per share reached 1.392 yuan. At the end of the third quarter of 2005, the earnings per share reached 0.65,438+05 yuan. However, the price of equity transfer is the same as that of four years ago, which is completely unreasonable. " The analyst surnamed Chen of Industrial Securities believes.
According to the announcement of Dongbai Group, the registered addresses of Qinglong Investment and Hua Gang Investment are Floor 16, Xintiandi Building, Wu Si Road, Fuzhou. Why does the legal representative Jianguang share an office unit with companies such as Hong Kong Governor Real Estate under Xintiandi?
65438+1October 10, Dongbai Group's first extraordinary shareholders' meeting in 2006 passed the proposal of "Acquisition of Residual Equity of Zhongqiao (Fujian) Real Estate Co., Ltd.", and its holding subsidiary Fujian Oriental Department Store Management Co., Ltd. held 25% equity of Zhongqiao Real Estate with1Ms. Fu Yang, born in June 1980.
Why didn't Dongbai Group accept 100% equity at one time?
"This may be that Xintiandi Group bought it with the funds of listed companies and returned empty-handed." The insider said.
On June 5, 2005, 65,438, Zhongqiao Real Estate provided a loan guarantee with a total amount of 80 million yuan for Yikang Trade and Yikang Group under Xintiandi Group. The guarantee period expires on February 5, 2005. The Measures for the Administration of Acquisition of Listed Companies clearly stipulates that the acquired company shall not provide any form of financial assistance to the acquirer.
Obviously, the loan guarantee provided by Zhongqiao Real Estate for Yikang Commerce and Yikang Group ranks first, and the acquisition of Zhongqiao Real Estate by Dongbai Group ranks last. The ingenious capital operation of Xintiandi Group lies in its "snow storage".
Stealth predator
"Although the relationship between Qinzhou Industry and Xintiandi Group is still inconclusive, there are still traces to follow." The insider said.
According to public information, the total number of original state-owned shares of Dongbai Group is 565,438+0,926,5438+0,920, accounting for 39.37% of the total share capital. Due to the decline in business performance, on June 22nd, 20001,Fuzhou Finance Bureau publicly collected the transferee of state-owned shares of Dongbai Group for the first time, with a reserve price of 654.38+65 billion yuan, which became the first case of "publicly collecting the transferee of state-owned shares" in China. Fujian Yikang Group, a subsidiary of Xintiandi Group, and Fujian Sheng Hui Group, a subsidiary of Xiamen, participated in the bidding as concerted parties. In the end, Sheng Hui Group and Yikang Group bid the highest. It reached 65.438+0.92 billion yuan, which was 6.5438+0.5 million yuan higher than the third-ranked Shenzhen Comac Industrial Development Co., Ltd., but in the end, the result agreed by Fuzhou was that Comac Industrial, which was not well-known in fashion, won.
The dramatic change is that the proportion of transferred shares has changed from 39.37% to 29% after several twists and turns. What is even more unexpected is that Qinzhou Industry, which was not shortlisted, was accepted at a rate of 20% and became the largest shareholder. Comac only holds 9% of the shares, and the transfer price is 3.6943 yuan per share. The remaining 10.37% shares are still held by Fuzhou Finance Bureau.
However, Comac and Qinzhou Industrial have made slow progress in formally transferring the transferred equity. Until 65438+ February 30 last year, Dongbai Group announced that two equity transfers that lasted for four and a half years were approved by SASAC. The market believes that Qinzhou Industry and Comac Industry are both companies directly or indirectly controlled by Li Feilie, the head of Comac. The joint shareholding of the two companies means that Dongbai Group has become a member of the Commercial Aircraft Department.
"Now the facts are beginning to become clear. In fact, Qinzhou Industry controls Dongbai Group and Xintiandi Group controls Qinzhou Industry. " The insider said, "Xintiandi Group took circuitous tactics after the first setback, and finally let Qinzhou Industry go to the front desk and enter Dongbai Group. Its ingenious operation method is really like flowing water. "
An unconfirmed news is that Bi Decai, the legal representative of Qinzhou Industry and chairman of the board of directors of Dongbai Group, is the father-in-law of the actual controller of Xintiandi Group.
"Xintiandi Group is a foreign-funded enterprise. Through Qinzhou Industry, Qinglong Investment and Hua Gang Investment Curve Holdings Dongbai Group, it circumvents national laws and regulations and some special provisions for foreign investors to acquire listed companies. " The above-mentioned person said.
At present, there are indications that Xintiandi Group, a stealthy capital predator, still has a long way to go in construction, and whether Dongbai Group, which may touch the tender offer, can still understand the market and let Xintiandi Group unveil the veil behind the scenes depends on the supervision of relevant functional departments.