Wheat topdressing, first of all, due to the conditions of seedlings, depending on the weather conditions and growth period, scientifically carry out fertilizer and water management.

After nearly five months of suspension, the road to reorganization of high-tech development (000628.SZ) has become increasingly clear.

Recently, the reporter learned from informed sources that after two years of restructuring, the listed company, which was originally a platform for the integration of real estate business of major shareholders, eventually extended the olive branch to potash. Its general plan has been formulated on the basis of the establishment of a “clean shell” by listed companies, and the injection of potash assets through non-public issuance of shares.

According to informed sources, the specific target assets are Sichuan Yuhongfeng Potash Fertilizer Co., Ltd. (hereinafter referred to as Hongfeng Potash Fertilizer), which is mainly engaged in the development and sales of potash fertilizers and accessories. It has reserves of hundreds of millions of tons of brine potassium salt mines in Handan City, Sichuan Province. It is the largest potash production base in Sichuan and even in the southwest.

“The details of the assessment are still unclear, but the company’s environmental verification has been announced.” The company’s relevant sources said. The current restructuring is progressing smoothly and is expected to close in the first quarter of next year.

With this restructuring, the high-tech development, which has been unclear in the main business, will eventually position the potash business.

"potassium fertilizer" backdoor

According to the reporter's understanding, the high-tech development is currently undergoing a final settlement before the reorganization of the listing, involving company assets, debt clean-up, environmental verification and many other aspects. Among them, the key is the approval of the relevant departments for the environmental verification of Hongfeng Potash.

On November 29th, the official website of the Sichuan Provincial Environmental Protection Agency announced that it would provide a 10-day public notice on the environmental verification of Hongfeng Potash. The deadline was December 8. According to the environmental protection verification disclosure, the high-tech development will draft a backdoor listing of the asset.

Relevant information shows that Hongfeng Potash Fertilizer was established on September 21, 2007, initially by Beijing Hongfeng Investment Co., Ltd. (hereinafter referred to as Hongfeng Investment) and Sichuan Huayou Group Co., Ltd. under the China National Petroleum Corporation (hereinafter referred to as Huayou Group) The capital contribution was established, holding 90% and 10% respectively, and the legal representative was Wang Chen. The registered capital was RMB 300 million.

As of now, the company's shareholding structure has changed. Except for the 10% stake held by Huayou Group, the remaining shareholders were changed to: Hongfeng Investment, Chengdu Jianyuan Technology Co., Ltd. and Dunhuang Xinyuan High-Tech Co., Ltd. (75.5%, 9.5%, 5% respectively) ) Holding a total of 90% of the shares.

According to the restructuring plan of Gaoxin Development, Hongfeng Potash is not fully injected into the listed company, but the 90% equity held by the latter three companies is selected. At the same time, all assets and liabilities (including contingent liabilities) of Gaoxin Development will be transferred to its existing controlling shareholder, Gaotou Group (or its designated third party).

"At present, the company is basically determined to purchase through private placement of shares," said the person familiar with the matter, but because the current assessment value is still uncertain, the specific issuance plan is still being drafted.

However, it is worth noting that Hongfeng Potash is currently in production for less than half a year.

The verification of the Sichuan Environmental Protection Department showed that on July 6, 2010, the company obtained a reply from the Sichuan Provincial Environmental Protection Department on the trial production application of the Pingluoba Potassium-rich Brine Mineral Fertilizer Project (Phase I) in Bengbu City. produce. Due to the unstable operation of the production equipment, the company applied for an extension of 6 months for acceptance. In other words, the company's trial production will not be accepted until January 6, 2011 at the latest.

However, according to the capacity planning of Hongfeng Potash, its prospects should not be underestimated.

According to public information, the entire project will be completed in three phases, with a total investment of about 10 billion yuan. By 2015, the company will achieve an annual output of 1 million tons of high quality potassium chloride and ancillary products. According to the reporter's understanding, as of now, the investment in the first phase of the project is 270 million-320 million yuan. The annual output of potassium chloride is 30,000 tons, the annual output of bromine is 956 tons, the annual output of borax is 140,000 tons, and the annual output of industrial salt is 7.3. Ten thousand tons.

Recombination unknown

However, to complete the reorganization completely, there is still a long way to go before the high-tech development.

On December 8, Gaoxin Development announced that the company intends to provide guarantee for Chengdu Kangbo Hengzhi Technology Co., Ltd., a debt translation debtor of Chengdu Juyou Network Co., Ltd. (hereinafter referred to as S*ST Juyou), totaling 9674. Ten thousand yuan. As of June 30, 2010, the company's latest audited net assets were 99,373,500 yuan, and this guarantee will account for 97.35% of its net assets.

In fact, it is precisely because of the aforementioned guarantees involving S*ST Juyou that high-tech development has been difficult to return.

It is reported that the company previously provided bank loan guarantees for the former amounting to 13.53 million yuan, and was sentenced by the relevant court to assume the guarantee responsibility of 11.53 million yuan for the guarantee, and some assets were also sealed up and frozen by the relevant courts. At present, the company's external guarantee balance has exceeded 200% of its consolidated net assets.

This has made the company's profitability low in recent years, and the debt ratio is high. In the first half of 2008, the company reluctantly implemented the restructuring, intending to completely transform the real estate business of the major shareholder, but the high debt ratio of the assets and the excessive premium rate eventually led to the dystocia in October of that year.

In 2009, the company's major shareholder, Gaotou Group, also publicly sold the company's controlling stake, but in the course of a year, no one cares. The equity transfer had to be cancelled later.

As a result, the restructuring was seen by the industry as a desperate attempt by the company. And a little earlier. The reopening of the Juyou network reorganization has made the high-tech development see more hope.

"The recovery of the guarantee loss is guaranteed, and the progress of the restructuring may be smoother." A local brokerage official in Chengdu said. The restructuring party is likely to overestimate the guarantee loss in measuring the consideration of payment. If it is guaranteed, it will obviously be easier to build the company's clean shell.

However, this still depends on the restructuring of S*ST Juyou. Fortunately, as of now, the S*ST Juyou reorganization has become clear, and its related debt restructuring has been basically settled. The aforementioned debt translation debtor will expect to obtain the company’s restructured equity while undertaking the debt, so it will have High security.

In addition, as a chemical company's Hongfeng potash, there is also uncertainty in the approval process of the environmental protection department.

In the above-mentioned environmental protection verification situation, in addition to the failure to accept the inspection, the company also has environmental problems such as not having a sewage discharge permit, not installing a signboard at the sewage outlet, and not conducting a clean production audit. As far as the company's rectification plan is concerned, its commitment will not be completed until December 2011.

Five billion potassium pot blueprint

It is worth noting that behind the reorganization, the largest potash producer in the southwest has also surfaced.

According to the reporter, Hongfeng Investment, the controlling shareholder of Hongfeng Potash, is the actual practitioner of this round of restructuring. When Hongfeng Potash was first established, its company charter also clearly stated that Huayou Group, which is funded by prospecting rights, is not responsible for participating in the daily production and operation management of the project company.

Relevant business information shows that Hongfeng Investment was established on March 9, 2005 with a registered capital of 100 million yuan. At present, Wang Chen, the legal representative of Hongfeng Potash, is also the legal representative of the company. In addition, the company's third shareholder, Chengdu Jianyuan Technology Co., Ltd., is also the legal representative of Wang Chen. As a related company, this company was just established on July 14, 2010 with a registered capital of only 5 million. The business scope is to develop underground brine utilization technology.

As an investment entity, Hongfeng Investment has a background in energy development that deserves attention.

Public information shows that the company is mainly engaged in energy, mining investment, exploration and development. It mainly invests in the development and exploitation of oil and natural gas in Jilin Oilfield; conducts exploration and mining of non-ferrous metal mineral resources in Chifeng area of ​​Inner Mongolia and Liangshan area of ​​Sichuan; and possesses mineral exploration qualification issued by the Ministry of Land and Resources. The company is also actively involved in the exploration of various types of mineral resources at home and abroad such as Sudan and Kazakhstan.

In addition, the company has also intervened in many venture capital projects through its subsidiaries such as Beijing Xinyuan Hongda Investment Co., Ltd. (operating Hongtai Zhonghui Venture Capital Fund) and Beijing Honghan Investment Co., Ltd. In fact, through the aforementioned related companies, Hongfeng Investment's potash project in Sichuan has expanded rapidly.

According to people familiar with the matter, the actual controller and chairman of the company, Zhou Feng, in addition to the 邛崃 project, is currently building two potash fertilizer industrial parks of the same size in Sichuan Hongya and Mingshan. By the completion of the three production parks in 2018, it will become the largest high-quality potash fertilizer in the Southwest and a production base of more than 10 domestically scarce resource products, with an annual output value of more than 50 billion yuan.

"With such a large construction scale, the capital needs can be imagined. It is not difficult to understand that the potash plant has just been produced by the shell," said the brokerage. Although the current market prospects for potash fertilizer are good, the capital risk of the controlling party's excessive expansion is still not to be underestimated.