129770761448906250_130Zoomlion (000157) was one of the star shares in blue-chip listed complex right price since the highest has exceeded $ 200, last year while the adjustment for larger, complex right now is more than $ 170. Management involved in its environmental sanitation machinery investors question the notice of a proposed transfer of assets to the associated company, "Capital loss "and the" MBO "," transmission of interest "on these key words associated with zoomlion (000157.
SZ、01157.HK）。 On March 16, zoomlion published announcement, intended to be sold through public trading of the company fully owned subsidiary company of Changsha zoomlion environmental sanitation machinery limited (hereinafter referred to as "environmental sanitation") 80% sharesThe right.
Bulletin information displays, zoomlion management control of the company intends to participate in the transfer.
Because the environmental sanitation machinery assets are considered "fat", and in the prospective transferee is the branch Chairman Zhan chunxin, company management has just set up a new company in less than 3 months, questioned and denounced.
Question 1: loss of quality assets off state assets? CompanyValuation level is not low as zoomlion March 16 announcement, on March 15, 2012 convening the fourth session of the fourth session of the Board to consider the adoption of the Bill on the sale of subsidiary shares and the associated transactions, to be by means of a joint property rights exchanges trading in Hunan province sells stake in wholly-owned subsidiary of environmental sanitation machinery 80%.Environmental sanitation machinery was established on February 27, the registered capital is RMB 2.1 billion, zoomlion's wholly-owned subsidiaries, operating range of environmental sanitation machinery equipment research, development, solid waste treatment equipment, water pollution control equipment related to the research, development, production, sales and technical services. Under zoomlion revealed that as of 201229th environmental sanitation machinery company audited total assets of 2.1 billion yuan, net worth of $ 2.1 billion RMB; during January 1, 2012, environmental sanitation machinery branch of unaudited revenues of approximately $ 199 million Yuan. By zoomlion in 2010 and 2011 annual report disclosure, environmental sanitation machinery branch 2010 and 2011 in the year audited revenue of about six million and 1.874 billion million, gross profit is about $ 592 million RMB yuan and 917 million, respectively. Mutatis mutandis, the intended transfer of ownership assessment, this transfer of assets equivalent to 1.65 times book value (PB) and 5.11 times price-earnings ratio (PE), up in the enterprise, 31 heavy industries (600,031) PB 5.4 times times, PE 10.24 times times, markets believes that transfer of environmental sanitation machinery zoomlion low price, alleged loss of State-owned assets. On March 20, Secretary of the journalists call the zoomlion Board interviewed Shen Ke, said Shen Ke their mission is not easy to answer, then contacted toBranch Assistant Liu Pengfei, Chairman. Pengfei Liu reply explained in an interview, in 2011, the environmental sanitation machinery Division reported net profits of $ 363 million, after assessment, assessment of value of 3.478 billion yuan, equivalent to 2011 environmental sanitation machinery branch 9.6 times times the net profit, zoomlion dynamic now trades only 9.4 times times, therefore, the environmental sanitation machinery unitValuation levels did not assess the value of the right was too low.
And 31 per cent of the price/earnings ratio
tera gold, Pengfei Liu says, "for other enterprise valuations, because in effect drivers vary in value, we do not comment". Pengfei Liu believes that the equity trading process can be ensured of the equity trading are fair and reasonable. This time, equitySale is in the valuation results by the Hunan provincial State-owned assets supervision after filing into Hunan province United assets and equity Exchange performance of trading program, comply with the relevant requirements of State-owned assets management.
Question 2: transportation management interests? Response to trading is not the same MBO of the company, in the market is more concerned about the deal, zoomlion said,Fang Hongyi company shareholders of Hony capital subordinate Changsha-Beijing investment and holding company management development company limited (hereinafter referred to as "Changsha he Sheng") as an intention of parties involved in the deal bid. Information disclosed by zoomlion showed, Changsha-sheng was founded on March 1, 2012, scope of business for industrial investment
star wars credits, equity investment and other consulting services, Registered capital of 30 million Yuan, up to now has not carried out any business, therefore no revenue. Among them, zoomlion Board Chairman Zhan chunxin held stakes in Changsha he Sheng 30%, Zhang Jianguo, Liu Quan, 15 total management hold stakes in its 49.4%, Executive Director Mr Liu Quan stake of about 4.6%, non-Executive Director of Qiu ZhongMr Wei as associated with Hony investment management. Was market for environmental sanitation machinery has been promising, zoomlion, with operating income in 2011 than in 6.43%, gross profit of zoomlion 2011 consolidated gross profit of 6.11%, coupled with environmental sanitation leading products in national market share has now reached 60% leftRight, the market will think, zoomlion this transfer is sent to management for interest.
Pengfei Liu did not agree with this view, Liu Pengfei explained in reply, any person who meets the qualification requirements can participate in trading, Hony and Changsha-Beijing is just one potential bid, not necessarily a final delisting. In accordance with the weightDisclosure of relevant information, the environmental sanitation machinery was established on February 27, a few days later, on March 1, Changsha was established he sheng, zoomlion listed in the March 16 transfer of environmental sanitation. Two consecutive questions ensued, and on February 27, the environmental sanitation machinery set up is for the purpose of transfers in the future? Similarly, the Changsha-shing whether the sole purpose is to allow for the establishment of environmental sanitation machinery？
Zoomlion is through management holdings MBO? "MBO is not absolutely impossible, the environmental sanitation machinery assets has always been good market, zoomlion management through the establishment of the company, holding environmental sanitation machinery, MBO path is present in the heavy Division further incentive management", on March 19, who declined to be named in the near of zoomlion peopleSaid. But the paths of MBO for listed equity trading, directly denied Pengfei Liu, Pengfei Liu said, management ownership of Changsha-Beijing environmental sanitation machinery branch company of holding objective as a financial investment, not to obtain environmental sanitation machinery for the purpose of control of the company, and because of its property rights Exchange transaction forms, Changsha-Beijing is just one potential bidders participating in the bidding,Successful listings depend on public trading results, from several points of view, the equity trading is not a MBO.
Question 3: attempt to separate listing for easy exit? Responses are listed depends on the intent of the new shareholders of the company in accordance with the relevant measure
diablo 3 power leveling, the transfer of transaction prices will be no less than $ 2.78 billion, Changsha-Sheng as the newly established publicThe Secretary, there is no operating assets, if successful, funds will be obtained through what channels?
On this question, Pengfei Liu responded that, primary sources are holding company through its own channels to raise funds. Such as company Chairman Zhan Chun new salary calculation, serving from 2001, advertisement disclosure of annual salary to $ 1.95 million, to date 11Receive annual salary amount is only $ 21.45 million, simple without trading prices of less than $ 2.78 billion, will be the 11 annual salary of 130 times.
Of course, for the transfer of a suspect is zoomlion environmental sanitation machinery may be after the transfer, the environmental sanitation machinery listed separately. "Will more likely some of the listed separately, ifEnvironmental sanitation machinery in listed companies, market for zoomlion's reasons, to the valuation of environmental sanitation machinery will not be too high, "a long-term focus on machinery industry analysts analyze. "If a separate listing, market to at least 15-20 times earnings, meanwhile, zoomlion, can also save some expense, concentrate funding development business".Galaxy Chief Qiu Shiliang, an analyst at securities industry also pointed out that, although overall conducive to promoting the value of company environmental sanitation machinery subsidiaries, but the effects can be ignored. Analysis of Qiu Shiliang, comprehensive company valuation levels are relatively low, sell or spin off unrelated assets listed conducive to improving the company's overall valuation levels, creating value for our shareholders. To this end, Qiu Shiliang is expected, the environmental sanitation machineInstrument company will IPO in the future, to provide strategic investors to exit channel.
Pengfei Liu said, getting money from the transfer of environmental sanitation machinery business is used to support the business development of construction machinery is one of the selling purpose of environmental sanitation machinery company. Pengfei Liu, 2010 h-shares after the issue is completed, the company's environmental sanitation machinery business development over the next five years of detailed planningInvestigation and detailed planning. As the environmental sanitation machinery industry in an increasingly competitive, Pengfei Liu believes that if you are not an existing environmental sanitation machinery equipment manufacturing operations extend to environmental sanitation and equipment systems, will not be able to achieve breakthrough in environmental sanitation machinery business, but it will take a lot of resources, under the company's existing resources, not both support and environmental sanitation machinery two pieces of construction machinery businessAt the same time the development of.
Therefore, the company decided to sell the environmental sanitation machinery business, concentrate resources development construction machinery industry.
As to whether environmental sanitation machinery companies listed, Pengfei Liu said, "it depends on the equity trading after the completion of environmental sanitation policy decision of all the shareholders of the company". "If there are separate listings, in accordance with the relevant regulatory requirements for information disclosure",Pengfei Liu said. Related links according to stand closely in Hunan zoomlion intends to transfer its environmental sanitation machinery 80% stakes, set up by the company's management company interested in buying Consortium, zoomlion in effective control of said SASAC's principal leaders, people in Hunan province, have been concerned with this issue and are closely, if transfer of interests, will not be able to, And hope that the company can operate according to the rules in accordance with law.
Investor Forum in multiple Web sites against transfer of zoomlion, zoomlion environmental sanitation in equity becomes more and more loudly, even investor recommendations create a poll, in comments submitted to the relevant departments. SASAC Chi Hung Ng, Director of Hunan province told reporters, as the actual controller and head of Department, Hunan provinceFinance Committee has noted that the transfer of zoomlion, zoomlion environmental sanitation in equity and a reaction to the outside world, are paying close attention to its progress.
He said, zoomlion is already a enterprises with international impact, contribute to the economy in Hunan province, large shareholders support the company's management. Chi Hung Ng also said that his understanding of zoomlion, zoomlion environmental sanitation management plan took over 80% of equity incentive
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