The hottest transfer of float glass assets by CSG

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The transfer of float glass assets by CSG has been questioned. An agreement signed last September has now become a heavy stone on the shoulders of Shenzhen CSG Group Co., Ltd. Yesterday, two dismissed employees of the company came to this newspaper to complain about the unfair treatment they had received. Jin Yan, a lawyer from Guangdong Jinyuan law firm, also cited various "non-compliance" phenomena of CSG and proposed two "suspicious" keys. Later, I interviewed CSG and asked the company questions about the doubts of employees and investors. Li Tao, the securities affairs representative of the company, said in an interview: the transformation of CSG is inevitable, and the company has reduced the pain caused by the transformation to the minimum

1.248 billion transfer of float glass

CSG is a "veteran" listed company in Shenzhen. It has been listed in a shares since 1992. Its main business includes the production, manufacturing and sales of energy-saving building materials such as flat glass and engineering glass, renewable energy products such as silicon materials and photovoltaic modules, as well as new materials and high-tech products such as fine glass and structural ceramics. In the product structure in 2013, flat glass accounted for 51% of revenue, and engineering glass accounted for 37% of revenue. However, in September last year, CSG sold 100% of the equity of Shenzhen CSG Float Glass Co., Ltd., the main manufacturer of flat glass, to golden age Investment Consultants (Shenzhen) Co., Ltd

flat glass

engineering glass

in the "asset sale announcement" announced by CSG on September 28 last year, CSG explained the reasons for the sale of assets: due to the early construction of two float glass production lines in Shenzhen, compared with other float glass production lines of CSG, it has the disadvantages of large investment and high energy consumption, resulting in high comprehensive cost of its products and no competitive advantage. In consideration of the overall development of CSG's flat glass industry, it is proposed to transfer 100% of the equity held by CSG group in Shenzhen floating and expansionary high law to "golden age" company at a transfer price of 9. 1.8 billion yuan. At the same time, jinshidai promised to pay 330million yuan of compensatory debt to Shenzhen float for chemicals in Shenzhen oilfield, mainly including mineral products, inorganic chemical products, organic chemical products, natural materials, high molecular synthetic materials, etc. Based on this calculation, golden era needs to pay a total of 1.248 billion yuan to obtain this 100% equity. This asset transfer has had a great impact on the fate of the employees of Float Glass Co., Ltd. and naturally has also attracted strong attention

this agreement makes such arrangements: 1 Both parties confirm that the transferor is responsible for the placement and dismissal of all existing employees of Shenzhen float. After the completion of this equity transfer, the transferee and Shenzhen float are not responsible for receiving existing employees. 2. Both parties confirm that after the contract takes effect, the transferor has the right to arrange by itself or hire a qualified construction unit in the name of the transferor to dismantle, clean up and dispose of the relevant worn-out assets and equipment of Shenzhen float. This means that employees of the original company may lose their jobs. Later, it was learned that employees have two choices: to work in CSG's mainland branch, or to receive a severance payment. Zhang Nan, Wu Chengxing and other 19 employees were dissatisfied and found lawyer Jin Yan of Guangdong Jinyuan law firm

two plots were not mentioned in the announcement

lawyer Jin Yan raised the following questions about the asset sale of CSG through investigation:

in fact, the profitability of Shenzhen float was gradually improving: in 2012, Shenzhen float achieved an operating income of 588 million yuan and a net profit of -1987.59 million yuan; From January to June 2013, the operating income was 285million yuan, and the net profit was -362900 yuan

Jin Yan said that Shenzhen float has brought many honors to CSG. In CSG's 2013 interim performance report, it was specifically mentioned that "the company's float business has recovered, and fine glass has made breakthroughs in many aspects. From January to June 2013, the joint-stock company achieved a net profit of 354million yuan, an increase of 43.73% year-on-year."

he pointed out that the registered capital of golden age company is only HK $1million. Its main businesses are economic information consulting, enterprise consulting, etc., and there is no business scope of glass manufacturing. Golden times and Shenzhen float after the transfer are neither responsible for receiving existing employees nor any production equipment, but require CSG group to arrange for the demolition of equipment, cleaning up and demobilization of personnel by itself

"especially serious", Jin Yan specifically mentioned that the announcement only stated that the net asset of Shenzhen float was RMB 626543002.00, but did not mention the largest asset of Shenzhen float, that is, the purchase target of golden age company: 1. The land numbered a covers an area of 207570.36 square meters, and the registration price is 52001686.00 yuan; 2。 The land numbered a covers an area of 19999.82 square meters, and the registration price is 6164301.00 yuan

Jin Yan raised a question: why didn't he develop his own land, but changed hands with the golden age

interviewed CSG yesterday afternoon. Li Tao, a securities representative of the company, said that the sale of float glass production lines was for business reasons and strategic development needs. The flat glass industry has been stagnant for many years, and CSG float glass company has lost money before the sale, which has dragged down the company's performance. The net profit of the company increased significantly last year, only because these assets were sold and included in the current profit. In order not to let the market misunderstand the company's operating conditions, the annual report explains in detail the amount of assets sold

Li Tao admitted that the golden age company bought these assets for the sake of land. However, the land where float glass is located is industrial land, and CSG cannot change it into commercial land by itself. The golden age is specialized in this industry. It has contacts and channels, so it is sold to them

she said that the production of flat glass used heavy oil as fuel, which would bring serious pollution. After changing oil to gas, there is less pollution, but the market is also oversupplied. This float glass production line has been used for ten years, and no buyer can be found. CSG group is now mainly transforming to new energy and energy-saving glass. Polysilicon, ultra-thin glass and energy-saving glass are the future development direction

there is still suspense about changing the land use

when lawyer Jin Yan explained the situation to him, he also cited the example of CSG Guangzhou project. CSG group's Lot 49 in Nangang District, YUNPU Industrial Zone, Huangpu, Guangzhou, is very similar in size and disposal to Shenzhen float and cannot exceed the allowable working pressure; Plot of. This plot covers an area of 202600 square meters, with a construction area of 583600 square meters. CSG group also transferred 788million yuan to Guangzhou bodi Enterprise Management Co., Ltd. and Diyao Development Co., Ltd. in the form of equity transfer, and then this land changed into the land auction market, the most 1 The rod of the zigzag mechanism turned to the limit on the left (opposite to the black knob) and was eventually pocketed by Guangzhou Yurui Real Estate Development Co., Ltd. for 4.557 billion yuan and 157800 square meters of affordable housing. The actual floor price is expected to be 12000 yuan/㎡

in response to this query, Li Tao said that the Guangzhou CSG project was originally introduced by the Development Zone, and there was wasteland on all sides at that time. After 20 years, the surrounding areas have become residential and commercial areas, which have been polluted by residents' complaints. CSG did not make real estate by itself, but sold it to a company and changed its use. Because it is not a company, it is not clear how to sell and how much to share

Zhang Nan, Wu Chengxing and others said that they entrusted the Shenzhen registered company "expert wheat" to conduct an inquiry and found that after the equity transfer of Shenzhen CSG Float Glass Co., Ltd., the legal representative of the company changed from Zhang Fan (vice president of CSG group) to Zhang Tiantong during the industrial and commercial transfer. They said they didn't know what it meant

later, these employees went to the Bureau of land and resources of Bao'an District to check the change of the use of these two lands. As expected, the cash era came here to apply for the change of land use, but because the land area was too large, the approval authority was not in the Bureau of land and resources of Bao'an District, which was not approved

lawyer Jin Yan also learned from the investigation that Jin Shidai company did submit the application document for changing the land use (legal plan) in the name of Shenzhen float law, but because the change application did not meet the conditions, it was rejected by the planning and design section of the bureau because the land area was large. Changing industrial land into residential commercial land would involve huge commercial interests, which must be approved by the municipal government. At the same time, Jin Yan also learned that Jin Shidai company is seeking to handle land development through urban renewal, and at present, Jin Shidai company has not submitted an application for urban renewal

Li Tao said that the transformation of the company will inevitably have pains, and the company fully understands the demands of employees. However, we have to choose the former between saving the company and layoffs. The company has made every effort to properly arrange employees, and hopes that the market and employees can understand it

China glass () Department

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