Dehao Runda has a high premium to buy behind the shell company: there is a suspicion of interest transfer

A strange investment that occurred on May 14th caused Dehao Runda to be included in the reporter's investigation again.

Dehao Runda gave a valuation of up to 3 billion yuan to the investment target company Beijing Weimei Shengjing Advertising Co., Ltd., and in the second year of its establishment, in 2012, the loss reached 22 million yuan. In the situation of insolvency, the owner’s equity is -186.446 million yuan, which is worthless.

As of March 31, 2013, the owner's equity of Weimei Shengjing was -28,871,100 yuan, leaving only one empty shell. Judging from the announcement, Dehao Runda has acquired a small portion of the company with a very high premium. The company is almost empty, and its profitability is extremely weak. The possibility of loss is almost certain.

For such a company that is called "inferior quality", Dehao Runda has given an amazing valuation. It is willing to invest 640 million yuan to acquire 21.27% of the shares in the district. Which kind of mystery is implied?

Borrow money to buy a home product from Weimei

On May 14, Dehao Runda issued an announcement on foreign investment, saying that it will invest 640 million yuan in a phased investment to acquire a 21.27% stake in Beijing Weimei Shengjing Advertising Co., Ltd. (hereinafter referred to as Weimei Shengjing). The initial investment amount is not less than 20% of the investment amount, and the latest date for completing the investment is March 31, 2014.

A securities institution issued a research report saying, "We believe that the essence of this transaction is 'investment in exchange for equity investment in high-quality media platform', and it is expected that the transaction will have a positive impact on the company's future performance."

After carefully observing the transaction announcement of Dehao Runda and in-depth interpretation of the transaction target, Beijing Weimei Shengjing Advertising Co., Ltd. 2012 asset audit report, the reporter found that Dehao Runda this transaction, in essence, It is to lend money to Weimei Shengjing, and in the next two years, Weimei Shengjing will purchase Dehao Runda's LED display with a value of 640 million yuan.

Why is it borrowed money? Because Weimei Shengjing does not have the ability to pay hundreds of millions of yuan in purchases every year.

According to public information, Weimei Shengjing was established on April 28, 2011 and is a subsidiary of Nasdaq: AMCN, a NASDAQ-listed company. Weimei Shengjing signed a strategic cooperation agreement with Sinopec Group to develop and manage the quality media resources of Sinopec's more than 30,000 gas stations.

Beijing Liangtaiheng Certified Public Accountants Li Liang and Jiang Dayong’s 2012 annual audit report of Beijing Weimei Shengjing Advertising Co., Ltd. on February 19 this year showed that as of December 31 last year, Weimei Shengjing had The assets are insolvent, with total assets of 552.2 million yuan, total liabilities of 738.67 million yuan, and net profit loss of 22.1854 million yuan.

A company that is insolvent, the annual net profit is lost, how to pay up to 640 million yuan in purchases within two years?

It can be expected that if Dehao Runda sells LED display screen to Weimei Shengjing, the business status of Weimei Runjing can only become the high-risk accounts receivable of Dehao Runda; if the accounting standards are strictly implemented Bad debt preparation is likely to generate huge losses, and at the same time, it cannot generate positive cash flow in business activities.

Under this circumstance, how can Dehao Runda hand over a beautiful financial report to investors?

After designing a "excellent" "high-tech", the troubles that plagued Dehao Runda were solved in one fell swoop - stipulating that Weimei Shengjing will invest in its LED display products and write Investment Agreement: “Weimei Shengjing’s shareholder guarantees that after the company’s capital increase for Weimei Shengjing, the total capital increase of 640 million yuan will purchase the company’s LED display products for the development of media resources of Sinopec’s gas stations.”

A more specific provision for this investment amount is that the purchase amount and payment time correspond to the amount of the investment payable and the payment time each time the investor pays. The purchase amount shall be paid to the investor/supplier within 10 working days after the completion of the capital verification of the investment or within the time agreed by the investor/supplier and the company.

Through the above-mentioned means, Dehao Runda’s investment of 640 million yuan will become the external sales payment of Dehao Runda LED display within two years, which will be included in the current profit and loss of the transaction year. Financial Statements.

Shareholders' equity instantly increased by 500 million yuan

In-depth interpretation of Dehao Runda's investment announcement, in addition to the hidden attempts to whitewash the financial performance, but also hide the purpose of not wanting to be known. After carefully reducing the investment plan of Dehao Runda, the reporter found that this hidden intention is more secretive, and the damage to the interests of the shareholders of Dehao Runda is even greater.

Judging from the audit report, Weimei Shengjing not only did not earn a penny last year, but also lost 22,185,400 yuan. In the first quarter of this year, it continued to lose money, and the owner's equity was -28,871,100 yuan. It is actually worthless. The strange thing is that such a company has obtained a premium investment of 640 million yuan from Dehao Runda, and only obtained 21.27% of the shares, which means that Dehao Runda has given the company up to 3 billion yuan. Valuation.

According to the results of the audit report, the net assets of Weimei Shengjing at the end of 2012 were -186.644 million yuan. Because of the net assets, it is impossible to measure the premium rate. It can be said that the premium rate has been so high that it cannot be measured.

For the high premium, Dehao Runda made the following explanation: “(After the completion of this investment), the company’s display sales will increase by approximately RMB 640 million in the two years of 2013 and 2014. The estimated profit margin will be Slightly higher than the average level of the LED display industry. Based on this, the premium rate of this capital increase is higher."

Based on the stock price at 13:28 pm on June 20, 2013, there are 371 listed companies with a market value of less than 3 billion yuan, and 701 listed companies on small and medium-sized boards. The market value of the GEM is less than 3 billion yuan. The company has 232 companies and 355 listed companies on the GEM.

That is to say, the market value of listed companies of 52.92% and 65.35% of SME board and GEM respectively is lower than the valuation of Weimei Shengjing given by Dehao Runda.

The original shareholders of Weimei Shengjing, in any case, thanked the generous and generous Dehao Runda. Because of the shareholding of Dehao Runda, the original shareholders of Weimei Shengjing were able to complete the great blueprint for a rich night. According to a rough estimate by the reporter, the original shareholder of Weimei Shengjing was attributed to the shareholder's equity because of the huge investment of Dehao Runda, and the initial value added was about 500 million yuan.

In the Chinese securities market, where the risk of bankruptcy and imprisonment finally realized the dream of its listed company, it was discovered that a company that had just started a business for two years and lost a lot of money, called Weimei Shengjing By absorbing an investment that cannot be explained by common sense, it is easy and easy, and in one fell swoop, it surpasses the market value of the company that has worked hard for many years to take the risk of hard work and realize the listing dream. I don’t know what to think.

Wang's innovative interest transfer mode

Perhaps in order to appease shareholders, Dehao Runda said in the investment announcement that “as a shareholder of Weimei Shengjing, the company can also share the profit of Weimei Shengjing in the future.”

Judging from the current situation, Weimei Shengjing did not show signs of turning losses into profits. Dehao Runda had to achieve the good wishes of “sharing the future profit of Weimei Shengjing”, and I am afraid that it is very likely to fall short.

The reporter noted that as of the first quarter of this year, the management of Weimei Shengjing not only did not improve, but also deteriorated. At the end of the first quarter of this year, Weimei Shengjing's net profit still suffered a loss of -527.07 million yuan (unaudited) (the following is unaudited data unless otherwise stated), and it is still insolvent, with an owner's equity of -287.81 million. Yuan, which was expanded by 10.1365 million yuan earlier than the beginning of this year, indicating that net assets are continuing to decrease.

What is it for? It will make Dehao Runda value a company with a poor quality, and it is willing to pay 640 million yuan in real money to buy one-fifth of the worthless company.

A person in charge of a Shanghai company told the reporter, “In this case, the purchaser has a major fraud suspect. As far as I know, there are many companies in Shanghai doing this, looking for a relationship company to pay the bills and whitening the unreasonable financial data of their own company. From the situation of Dehao Runda, the purchaser will invest in the target party through unreasonable high premium, and it is likely that there will be interest transfer."

Dehao Runda invested in the 640 million yuan investment of Weimei Shengjing, divided into two parts, of which 13.51 million yuan was included in the registered capital, and 626.49 million yuan was included in the capital reserve, after which 21.27% of the shares were obtained.

In other words, the investment of Dehao Runda has actually enjoyed an interest of 136 million yuan in Weimei Shengjing, and the remaining 504 million yuan has become the shareholder's equity of Weimei Shengjing.

"Even if the 136 million yuan of equity can generate actual sales in two years and eventually turn into net profit, but 504 million yuan is equal to vain to Weimei Shengjing. If there is no interest transmission problem, then it can only be said that Wang Donglei ( The current chairman of Dehao Runda) suddenly shorted his head," said the person in charge of the above company.

The reporter noticed that Dehao Runda made all the stops, but the purpose was not to actually improve the performance, but to have the interest transmission suspect.

In the process of investing in Weimei Shengjing, there are many doubts that are difficult to explain with common sense, and the final answer to these doubts will make the attempt behind Dehao Runda's investment inferior company come to the fore.

( This article is reproduced on the Internet. The texts and opinions expressed in this article have not been confirmed by this site, nor do they represent the position of Gaogong LED . Readers need to verify the relevant content by themselves. )

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