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Fuyang Bearing (000678), which has undergone restructuring and reorganization, recently announced its share-trading reform program. The company paid a relatively low level of consideration, and the design of the follow-up shares and the divestiture of bad accounts became the focus of the program.
According to the plan, Xiangyang Bearing will use the way in which the capital reserve will be transferred to the tradable shareholders in a targeted manner. The transfer of 3 shares per 10 tradable shares is equivalent to 1.12 shares paid by non-tradable shareholders. At the same time, the non-tradable shareholder Group has made a special commitment. If the audited net profit is lower than 18 million yuan in 2006 or the audited net profit is less than 28 million yuan in 2007, 20 transactions will be announced after the annual report is published. Within days, one share was pursued for every 10 shares to tradable shareholders.
In addition, with the support of Xiangyang City Government, the company's bad receivables and liabilities were stripped of 90.56 million yuan. After the implementation of the plan, the company’s assets, liabilities, owner’s equity, and net profit did not change, and the net assets per share and the earnings per share were diluted by 16.8%.
The level of consideration paid by the company is relatively low, which is far behind the current average of 10 shares and 3 shares. Considering that the major shareholder of the company, Yuxi Group, only holds 33.4% of the company's shares, in order to maintain control over the company and reorganize the company's Tiansheng Group. It is understandable to negotiate the bargaining chips. At the same time, the company's capital reserve per share of 2.32 yuan, the use of capital reserves to increase is also expected. However, even if the use of capital reserve transfers, the transfer ratio still has room for improvement. Perhaps, after negotiation with shareholders in circulation, there is still room for negotiation.
The design of the company's follow-up shares is very interesting, similar to selling warrants, objectively giving tradable shareholders a hedging tool. If the company's performance in 2006 and 2007 meets the requirements, the company will not follow up on the shares, and the tradable shareholders can benefit from the rise in the secondary market's share price. If it fails to meet the requirements, the company will follow up with the circulating shareholders to make up for the loss of circulating shareholders. This kind of design links the future operating performance of the company with the interests of circulating shareholders, and at the same time eases the pressure on the current large payment consideration.
In addition, the company’s actual controller, Xiangyang City Government, has agreed to the company’s efforts to cope with Xiangfan Guoyi Company (the actual controller of the Xiangfan City Government) with a total amount of RMB 90.56 million and the company’s non-performing receivables (more than 3 years accounts receivable of RMB 76.18 million). The Dongfeng Company and other OEMs were equally stripped of the company’s claim for quality compensation of 14.38 million yuan. This move can significantly enhance the company's asset quality, help the company quickly out of the predicament, and get on the right track, which is a big plus for the circulation of shareholders.
The restructuring of the company has undergone rough times. At present, it is basically decided that Tiansheng Bearings will serve as the plate. This concludes that with a better outcome, the company’s net profit for the three consecutive years will be between 600 and 10 million yuan. If this reform can be passed, Totally get rid of burdens, lightly loaded, and its development can still be optimistic expectations.