The 42% Equity Interest In Transferring The Information Management Business Has Caused Market Doubt.

The transfer of the company that contributed the high profit to the real controller, the 002612.SZ of the high-end women's clothing enterprise, raised the market's question.

In June 26th, the announcement of Langer's shares was intended to transfer 42% of the shares of Langer, Wuhu, and Wuhu Dezhen, with 696 million yuan to be transferred to the company. It is a wholly owned holding company under the company's real controller Shen Dongri and Shen Hua siblings. After the completion of the transaction, the shareholding ratio of the company will be reduced from 76% to 34%.

It was founded in 2006 by Shen's siblings. It went public in 2011, but after three years of listing, sales fell, and net profit shrank by 80%. In 2015, the company began to develop medical beauty and information management business, and its profits recovered. Last year, the net profit of LAN Zi and Zi Zhi realized 126 million yuan, while the company's net profit was 210 million yuan. At this time, the company is the most profitable business of information management, and it is said to focus on women's clothing and medical beauty business.

The Changjiang Daily reporter found that in fact, as a family enterprise, the left-right exchange between the company and the real controller Shen brothers and sisters has been constantly changing. In 2017, Shen Dong day was granted a 16.05% stake in Rand's medical company for 120 million yuan. In April this year, the company was going to repurchase its shares. The stock exchange only made a profit of 18 million 9 thousand and 600 yuan on the same day, and was also questioned by the Shenzhen Stock Exchange.

　　 Information management business to transfer high profits

In June 26th, the company announced that it would transfer 42% of the shares in Wuhu and 696 million yuan to deal with it. After the transaction was completed, the shareholding ratio of the company will be changed from 76% to 34% and no longer be controlled.

Wuhu De Zhen will also be allowed to share the 9% equity interest of the Korean investment management partnership (limited partnership) owned by Cci Capital Ltd and the city of Beijing, and will eventually hold a 51% stake in the group.

The executive partner of Wuhu Dezhen is Wuhu Dezhen Investment Limited. The actual controller of the company is Shen Dong and Shen Hua Hua holding 60% and 40% shares respectively, so the real transferee of this transaction is Shen's siblings. This transaction constitutes a related transaction.

By the end of 2018, the net assets of the group were 1 billion 638 million yuan and the owner's equity was 1 billion 657 million yuan. Last year, the management revenue of LAN Zi Asia management was 105 million yuan, and its net profit was 126 million yuan. Last year, the company's net profit was 210 million yuan, which was equivalent to 60% of the company's profit.

The sale of a portion of the stock management business that can bring huge profits to the company is explained. The explanation of the company is that Future Ltd will focus on the development of the fashion sector business, such as women's wear and medical beauty, with more superior resources. Although it will not have a greater impact on the company's financial and operating results in the short run, it will be more conducive to the development of women's clothing, medical beauty and other fashionable businesses in the long run, so as to further enhance the competitiveness and brand status of women's clothing, medical beauty and other fashion businesses.

316 million acquisition of real assets to enter the medical profession

Before abandoning information management business, in fact, the company has already rearranged the medical beauty industry.

In April 27th this year, the company intends to issue shares for 316 million yuan to purchase the real controlling person Shen Dong day, Jiangsu China South Korea Chen Hui Long Zi equity investment fund (limited partnership), Shenzhen Nanshan bridge intelligent equipment investment partnership (limited partnership), Beijing Heyuan micro equity investment center (limited partnership), Ningbo October sunxun equity investment partnership limited (limited partnership) holding 41.19% equity interest in the medical treatment.

In fact, these shares have been transferred over the past two years, and now the company is ready to return the premium again.

In order to "lead the Chinese high-end women's clothing brand and become the leader of women's clothing industry", the net profit of the three years before the listing is over 200 million, and the market is also quite optimistic. But the market is not long. After the listing, the sales of women's clothing have been lingering. The net profit has fallen seriously. By 2015, the net profit was only 33 million 213 thousand and 200 yuan, and the company began to expand its new profit growth point.

At that time, in order to speed up the establishment of the "Pan fashion industry interconnected ecological circle", the medical beauty board was incorporated into the future industry of the company in the future since 2015. It has acquired 70% stake in Shenzhen Milan, Sichuan crystal skin, Xi'an crystal skin, Changsha crystal skin and Chongqing crystal skin, and 63.49% stake in Sichuan Milan.

In March 2017, the company set up the medical treatment with the registered capital of 500 million yuan, and injected the shares of the company into the medical company. In December 2017, the company transferred 120 million of the 16.05% shares of the medical treatment to the company. After two years' transfer of shares, the company finally held 58.81% of the shares, and Shen Dong held 17.97% of the medical treatment.

At the time of the establishment of Langer, when the shares were not assessed, the shares were transferred to the real controllers and the companies. This year, 4's shares were commissioned by the joint venture to assess the equity contribution of the company.

According to the assessment results, by the end of last year, the total assets of the company's total assets were 819 million yuan, the net assets were 606 million yuan, the assessment value was 768 million yuan, the appreciation value was 162 million yuan, the value-added rate was 26.71%, the operating income in the past two years was 218 million yuan, 480 million yuan, and the net profit was 22 million 895 thousand and 600 yuan and 56 million 309 thousand and 100 yuan.

That is to say, after 18 million 9 thousand and 600 years of exchange, the real controller made a profit of $2 from the transfer of the medical care. It is worth noting that Shen Dong day, China and South Korea, Chen Hui, October, Wu Xun, Nanshan bridge and Heyuan Rong micro signed a share transfer agreement to transfer part of the medical stake in the 8 million 920 thousand part of the medical transfer.

This was questioned by the Shenzhen Stock Exchange. The company's explanation was because the company's shares were not assessed at that time.

It is worth noting that the related transactions of the company have been continuous. In March 10th this year, with the approval of the board of directors, the company's total loan to Shen Dong day or Shen Hua Hua would not exceed RMB 800 million yuan.