While *ST Star Beauty refused all media visits, but the elephant invisible firewall, it is hard to conceal traces.
1.5 "zero revenue", 6 years the main industry, 10 cumulative profit of less than 2 million Yuan ... ... A series of management "fiasco", the staff of only 7 people's pocket to be listed *ST Star Beauty (000892.SZ), had survived and the ebb tide of the a-share market kept a place for a long time.
Even more bizarre is that almost "naked", in capital market "very hot".
On September 2, *ST Star Beauty unveiled and Huan Rui century television media group restructuring and trade plans to raise matching funds, to be injected through TV media assets, revenue and economies in transition.
In fact, this is the *ST Star Beauty's sixth reorganization in 6 years. From the end of 2009 with big holdings of real estate company restructuring began, in April this year received Huan Rui century reached the "olive branch", with the two sides trading plans announced, *ST Star Beauty "Phoenix myth" seems to write again.
On September 9, the reporter to *ST star beauty, Chongqing is located in the headquarters survey found that compared with other listed companies style front, the company housed in a common resident in the building. An interview with President of the United States, Secretary of the Board Xu Hong *ST star, skirt around it.
Insiders disclosed to reporters, speaking from the shell, *ST Star Beauty is a "good", because the asset is empty, its valuation valuation is lower than the average, and you can see right through, better integration for the backdoor.
7 low-key stealth company headquarters building across Guanyinqiao, Jiangbei district, Chongqing City, the bustling shopping district, network operators in Chongqing City Industrial Park in a nearby residential building, reporters saw a 120-square-metre three-bedroom converted into three offices, entrance and interior are no company logo signs. Currently is worth about $ 4.7 billion worth of *ST Star Beauty Company headquarters, quietly hiding here.
Journalists from entering the company, see pendulum altogether has five desk in the empty Office, number of employees around the Office here.
"*ST star beauty and now it's really only 7 people, 5 at the company's main office, 2 subsidiary office in Shanghai. "On September 9, *ST Star Beauty one insider told reporters that the 5 employees, including the President and Secretary of the Board Xu Hong, Chief Financial Officer Tong Zhiqiu, 2 finance officers and 1 driver.
It is 7 employees, supporting the *ST star beauty as the most basic operations of listed companies to ensure its daily operation.
Journalists to understand the status of its business and operations when *ST Star Beauty secret, Dong Xu Hong, President "was in a sensitive period, and interviewed" for, rejected a reporter's interview.
When a reporter asked, "is there to negotiate the business staff and partners" When Xu Hong reply there is no business.
*ST Star Beauty Yang Kaiyong property executives to introduce, within the residential property owners to rent the House to a company, "there are dozens of small companies within a building, don't know each other. "Despite the" small is beautiful "the electric company" neighbors ", but a Pocket 7-person firm *ST star beauty it is not simple as they seem.
*ST sanai hailing Star Beauty predecessor in January 1999 and listed on the Shenzhen Stock Exchange, completed in 2000 after asset restructuring, the main business transformed from mechanical parts for the telecommunications and information industry.
Is a promising industry, guessed that were met with large shareholders auction caused mortgages owned by investors because of poor management.
"2005 is the most difficult times in the star beauty, at that time capital chain rupture, shrinking business and court cases continue, the loss of personnel, staff 9 months pay. "The internal people, experienced the Holocaust *ST star beauty through bankruptcy reorganization, current major shareholder Shanghai Xin was introduced to.
Reporters check out *ST star beauty over the annual report found that from 2005 to 2015, 10 years, total operating profits of less than 2 million Yuan, assets were auctioned in 2005 before and after all liquidation. At present, the *ST star beauty only 1.35 million yuan in total assets, are vested in the only subsidiary star macro business consultation Shanghai Co., Ltd.
6 years the main industry all work for the shell *ST Star Beauty 2015.5 annual report showed that from 2014, the company revenue is zero, no business. Meanwhile, since 2009, *ST star beauty for 6 consecutive years annual report made clear that the company has not yet determined that development issues will be addressed through assets reorganization in the future.
*ST Star Beauty Insider also confirmed that 6 years after the bankruptcy, except for subsidiaries operating outside of work, *ST stellar employees work at Headquarters to follow up on reorganization, issuing the notices on a regular basis and daily bulletins, as well as coordinate with regulators to ensure normal operation of listed companies.
That is to say, subsidiary employees from 2010 to 2013 has its business operation, all other employees in the company, in order to "protect".
In fact, the shell road, *ST Star Beauty can be described as "elaborate".
In 2010, in the case of business has not been established, *ST star beauty to the shareholder loan of 500,000 yuan to set up subsidiaries in Shanghai Star macro business consulting company, through subsidiaries operating overseas investment, providing advisory services and other services to companies profit. Keep the change First Alipay China market is born
For 2009, 2010 net profit losses for two consecutive years, "wear star hats" *ST Star Beauty 2011 17.88 million Yuan through subsidiary companies of revenue, profitability, and critical success.
However, these insiders told reporters that the 2011, 2012 *ST Star Beauty smooth shell, the main reason "from major shareholder concession business opportunities", that is, large shareholders through customer orders to the subsidiaries, affiliates performance, so that it can save.
*ST Star Beauty 2012 annual report, the company will further reduce the subsidiary relying too much on shareholders delivered the abnormal situation of business opportunities, enhance their hematopoietic function, the basic task of trying to survive.
Therefore, *ST star beauty, life is the most basic of tasks, is the core task.
2014 *ST Star Beauty stop subsidiary business, making the company revenue is zero, but it obviously does not rule out future was warned in the key moments, the subsidiary will stand up again, in the same way, by major shareholders "blood transfusion", continued.
In addition to substantial shareholder "blood transfusion" subsidiary profit, zero income cases, companies running costs come from?
*ST Star Beauty insiders, the company operating expenses stemmed in part from loans to big shareholders, the other part is a subsidiary business retained some cash in the process.
And, without going through the Board on the notice of motion does not disclose the associated part borrowed, *ST star beauty to the way zero-interest loans to large shareholders, because they do not involve the amount of interest, in the bulletin or on the motion of the Board, involving related-party transaction amount is zero is displayed.
In addition to "stable rear", the *ST star beauty in this procedure several times to seek reorganization in order to inject high quality assets, determine the main direction.
The end of 2009, *ST stellar planning big holdings and real estate companies to restructure and turn business into a real estate development and management, but the programme was suspended in June 2010. In January 2012, *ST star beauty once again planned reorganization, restructuring the end of one week in a hurry. August 2013, *ST Star Beauty large shareholder Shanghai to introduce strategic investors of projects fail. In November 2014, Shanghai plans to once again transferred shares to Suzhou Hao Tian Rui and the investment centre, but this restructuring is still lost.
February 2015, the *ST Star Beauty restructuring Zhejiang nine office services group, the restructuring has failed.
On the road to restructuring, *ST Star Beauty seems to be more humble.
Market value of 4.7 billion acquisition "for the shell to" *ST stellar financial situation is grim for many years, but its current market value of about 4.7 billion yuan was welcomed by the capital market.
The end of 2014, Suzhou Industrial Park, Hao Tian Rui and investment centers and their concerted action Fang Nengbin through acquisition the acquisition of large shareholder Shanghai to its entire stake in the white *ST star beauty, but acquisition without the consent of shareholders forced aground.
February 2015, the *ST Star Beauty restructuring Zhejiang good offices group failed proposition has not dispersed, after just 2 months, *ST Star Beauty comes the recombinant Huan Rui century fad, this is *ST Star Beauty 6 six years of restructuring.
In April 2015, Huan Rui centuries other 2 companies is intended to price took over the hands of shareholders 25.84% shares of 700 million Yuan. On September 2, *ST Star Beauty's announcement, to be closed buy Huan Rui 100% equity shares issued, while Huan Rui joint, Tianhua Hong Road, Tsing Yu Qian, Qing Tai Shui Wo non-public offering of shares to raise matching funds up to 1.53 billion yuan. The acquisition, valued at 3 billion yuan Huan Rui century.
Statistics show that Huan Rui century is a film and television company top enterprises in scale, subordinates, including film and television drama, talent agencies, games and other business segments.
Huan Rui century Chairman Chen Yuan on June 2 of the general meeting of shareholders on record, Rui Huan the biggest cause of phase *ST of the century stellar, *ST star beauty of the shell is very clean, very suitable for mounting small capital companies, but also facilitate the restructuring after the business consolidation and strategic development.
"Huan Rui for centuries, whether for long-term, independent development not to be annexed, is also aimed at addressing the problem of financing, for follow-up projects to provide a steady flow of funds, it will have a more pressing public demand. "September 11 film senior researcher Li Xingwen told reporters that" backdoor listing is much faster than the IPO. "Li Xingwen believes that Rui Huan *ST the restructuring of the century stellar and backdoor listing is in 2014 backdoor Thai Asia shares failed on the basis of new selection is made.
Taiya shares announcement, after Huan Rui Ke-Tai-Asian of the century shares "breakdown" the main reason is the refinement of the restructuring deal on both sides could not agree.
On September 10, the reporter called Huan Rui Jiang Lei, Deputy Chief of the century, inquired about their strengths and weaknesses of the backdoor, "at present time is not suitable" for the rejected a reporter's interview.
Hubei provincial development and Reform Commission said a long-term operational head of the IPO market, speaking from the shell, *ST Star Beauty is indeed a good case, because the asset is empty, valuations lower than the average, and a see through, better integration for the backdoor.
Li Xingwen also think, on light assets television company for, does "buy not up" assets high of shell resources, given *ST Star Beauty "empty shell" of situation, Huan Swiss century more easy "pry moving it", get relative more of equity and say, "*ST star beauty in restructuring process should not mention many requirements, Huan Swiss century of initiative will more strong some. "*ST Star Beauty hidden within a residential building at Headquarters. *ST Star Beauty "insurance survival" suspected of playing the market message only 1.34 million yuan in total assets, through the regulation of related party transactions revenues, many investors throwing money "to support" 6 years 5 degrees after a failed reorganization, *ST Star Beauty lifesavers again seize the reorganization.
*ST Star Beauty "1.5 years and operating income, after 6 years the main industry", but still seem to be "prepared", and not as pessimistic as imagined in the future.
According to *ST Star Beauty habit of "coup" in the delisting warning edge, on the one hand by way of surface operation regulation of related party transactions revenues of listed companies, on the other hand for the introduction of the backdoor and asset.
"It amounts to Hibernate, shell is waiting for a good opportunity to restructure. "September 11, tianfeng securities analyst Wang Shengbiao said in an interview with reporters," this is a natural phenomenon of the securities market. "However, the Director of finance and Securities Institute of the University of science and technology in Wuhan Dong Dengxin, *ST Star Beauty playing around with suspicion of market rules. "*ST Star Beauty behind the shell actually is a waste of resources, should not allow the company to stay in the a-share market, hope to market the fittest clean it out. "Dong Dengxin thought, the current delisting *ST stellar space, so that they can not return appearances and IPO listing of administrative examination and approval system, allowing more companies to buy shell resources, *ST Star Beauty so no worries about the buyer, and thus more" picky ".
Walk in the back edge of the city, rules of the game
Comb *ST Star Beauty shell means reporters found that both seek assets reorganization and in the operation of adjusted revenues, are to avoid delisting rule as a precondition.
Provisions in accordance with the delisting of the Shanghai and Shenzhen stock markets, 6 the dimension to measure whether a-share listed companies will be forced to retreat. First, net worth is negative. Second, revenues of less than 10 million Yuan. Third annual audit reports for the adverse opinion or unable to express a view. Four statutory time limit is suspended after the listing of the company are not disclosed in the annual report. Today five stock trading volume is too low. Six is the stock price below par in a row. Listed companies for 20 consecutive trading days the daily stock closing prices are lower than the nominal value per share.
In the period from 2008 to 2010, when total assets of *ST Star Beauty face only 51,100, 84,800 and 949,100, faces possible touch "net negative" red lines through the big shareholders ' interest-free loan of 500,000 star macro business consulting subsidiary was established in Shanghai, and this time moved up listed total assets of the company as a whole can be improved.
Similarly, when the 2009, 2010 net profit losses for two consecutive years, revenues of less than 10 million cases, the 2011, 2012 subsidiary Shanghai macro business consulting revenue rapidly, making "wear star hats" *ST stellar success.
"*ST Star Beauty without delisting criteria, of course, will not be delisted, which is decided by the market rules of the game. "Wuhan University finance Professor Hu Changsheng said in an interview with reporters.
In his view, to meet the legal standard, it will be delisting occurs.
*ST stellar stock price per share par value 1 appears to be unlikely. "Some of our investors ' unwillingness to make junk delisted, is the revenue and bad companies, there are people willing to buy his stock. "Dong Dengxin said.
Dong Dengxin introduced in the United States "a dollar a delisting" standard works, half of its delisting companies is that under the terms of the delisting, but under China's national conditions, investor always expects the share.
In *ST stellar stocks, for example, sending its shares up to 11.32 Yuan per share, total value of 4.7 billion. Reporters combed found, regardless of the success of the restructuring, restructuring plan announcement, *ST star beauty will usher in rising share prices for everything.
Market behavior or regulatory loopholes?
So, *ST stellar long-term zero-revenue, without industry, should delisting from the level further regulated? words financial experts and securities held.
Yingda securities Li Daxiao said in an interview with reporters, Director of the Institute, *ST stellar phenomenon reflects the delisting is not strict enough, in order to effectively curb such "trash" delisting criteria and rules, and delisting procedures, should be reformulated.
Hubei provincial development and Reform Commission listed Office official said, even if the delisting system further improved, capital market, insurance and selling shells are the market's behavior, is itself the capital of one of the most effective ways, which will remain, will not disappear because of the delisting system strictly. "It is really a good crust, even if the system reasonably, would anyone want a backdoor listing approach to listing approval, after all, is too cumbersome. "On September 10, the reporter called regulatory Bureau of Chongqing, said a Director surnamed Sun, *ST stellar long term" stiff but not dead "is the company's behavior, everything is subject to company announcements. Reporters asked its uniqueness deserve special supervision, the controller does not respond.
"It is not refinancing, not scourge who, nor money moving stock, but it did not operate, but it has listed the Tablet listing the places, it doesn't fully go bankrupt, insolvent, if I had to put it back, this is not a harm to people who hold their shares?" Tianfeng securities analyst Wang Shengbiao believes that should be decided by the laws of the market *ST Star Beauty should exit.
Despite the *ST Star Beauty survival methods are some contempt, Dong Dengxin says that delisting criteria respecting market, investor, investor does not make *ST Star Beauty city, regulators can't help, it did not meet a mandatory delisting criteria.
The listing Office official also said that once *ST stellar some significant special cases of violation, the SFC will have the relevant supervision measures, not arbitrarily let it persist.
Li Daxiao said "some speculators seeking resources desire so strong, if no further big stock market risk coefficients, then the speculators will have been enthusiastic about Shell resources. "In fact, in capital markets, relative to the selling cost, *ST Star Beauty shell costs nothing. Also willing to spend of the *ST star-shell, one of the important reasons.
*ST stellar November 2014 priced Shanghai Xin 25.84% shareholders 605 million, and 6 months later, the same stake, Huan shui the three companies took over the costs of 700 million market value direct gained nearly 100 million, this surplus floating alone, enough to make *ST Star Beauty re 6 years no problem.
Registration or shock wave
However, *ST Star Beauty wants to continue to stay in the a-share market to survive, are not as safe as imagined.
According to early 2015 work scheduling meetings at the beginning of the CSRC, will this year introduce a registration system, this from the other direction, means that a shock.
So-called registration system, even for a listed company audits, subject to the conditions prescribed by securities laws company can on its own IPO, you do not need consent of the SFC, as long as the required documentation to.
"Registration system after the implementation of new listings more easily. New value will be lower and lower, those junk from rapidly falling a few dollars to a few cents. "Dong Dengxin said that the registration rules of the game, were rapidly reduced by IPO costs, resource scarcity will be broken. "The IPO is easy, does not require administrative approval and market threshold is very low, no one wants to buy, that survival to shell companies, because there is no buyer's market will soon quit. "However, the listed head of Hubei provincial development and Reform Commission believes registration system and not such a" universal ". "Shell resources and/or have his market value, is the United States and Hong Kong, he is often the backdoor listing of resources. "The Director believes that this shell company registration *ST star beauty, the biggest impact from the price. *ST stellar selling price will be reduced because as markets open up, the overall price and earnings will be in line with international standards, when resource prices will be more rational.
For this will be born and things Li Daxiao argues that the reality may not be so optimistic. "Registration is between the administrative examination and approval system and market-filing system, that means he can be infinitely close to the administrative examination and approval system, also can be infinitely close to the record business. At present, is hard to say whether the broader IPO market opportunities. "The above listed Office official added that registration is not a trial, is not the same, more transparent and more in line with market rules. "If the industry is recognized by the market, the company carries on business in very good condition and development prospects are very good, registration will make it easier for these companies to access capital markets. "Conditions are excellent and *ST star beauty in itself, its risks to survive in the road can go long, yet is a question mark.
However, the implementation of the registration system is still unable to determine. Dong Dengxin told reporters that the 2015 in accordance with the Commission plans, registration should be put in place, but now the stock market price and registration system reform process was interrupted. "Exactly when will launch also said, if regulators fear the stock market turmoil, fear of stock's Center of gravity moves down, it will push back the next. "
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