Yawei Machine Tool: A Major Stage of Soap Opera Development

The first IPO application of Jiangsu Yawei Machine Tool Co., Ltd. (Yavi Machine Tool Co., Ltd.) had already met on December 24, 2010, but there are still many doubts surrounding this company that need to be clarified.

Yawei Machine Tool was originally a state-owned and old enterprise. In the background of a large number of state-owned enterprises undergoing state-owned enterprise restructuring, the state-owned and old enterprises of Yawei Machine Tool Co., Ltd. have finally made their own decisions through the constant efforts of their leaders. In this process, almost all the drawbacks that appear in the restructuring seem to be reflected in its body, such as the underestimation of valuation value when the enterprise restructures, such as the source of funds when transferring shares.

From the process of Yawei machine tool restructuring, it is not difficult to find that there is a suspicion of infringement of the rights and interests of ordinary workers, which can be described as doubtful.

Yawei machine tool restructuring is divided into several stages:

The first phase is early 2000. In this phase of restructuring, the original company’s leadership became the company’s natural person shareholder. At the same time, the employees of the original company passed the Jiangsu Yawei Machine Tool Group’s trade union to 25.18%, becoming the second largest company after restructuring. Large shareholders. At this time, the largest shareholder is still Jiangsu Yawei Machine Tool Group Co., Ltd., which has a share of 65%.

The second phase is two years later in May 2002. The company’s largest shareholder—Jiangsu Yawei Machine Tool Group Co., Ltd.—transfers 65% of the shares it holds to the company’s management and the association representing all employees. In the process, the problem came first. The first assessment of the value of the transfer was based on the value of the assets assessed on October 31, 1999. The reason is also extremely ridiculous. "Yawway Limited audited the net in 2000 and 2001. Assets did not change much, so even the necessary facade work was omitted. Secondly, there is one of the biggest problems that has arisen in the process of this transfer. That is, this transfer is not a transfer but a friendship gift.

The total amount of shares transferred was 8.683 million yuan, accounting for 65% of the company's shares. The biggest beneficiary is the leadership of the company. They transferred 7.538 million yuan, which accounted for 56.43% of the company's shares, plus the first ratio. Since then, the leadership of the original state-owned enterprise has truly controlled the company. In this transfer process, the beneficiary only took out 3.06 million yuan of real money, and the remaining part of the 2.785 million yuan was offset by the company’s “two-gold balance”, while the 2.838 million yuan that should be contributed by the company’s management was In 2006, Yuan was compensated by the company's management with the rewards that it would receive if it completed the 2002-2005 business objectives issued by the municipal government. In fact, this method is prohibited.

In these two phases, the original company's management completed the role change from “asset custodian” to “asset owner”. Ordinary workers drink some soup through the union’s shareholdings. It should be said that it is a happy event for them. The reform of the great cause of success is a complete success. But things are not over yet. For ordinary workers, the soup water that was taken to the mouth was also remembered.

In April 2005, the company carried out equity transfer and capital increase, and the main target of this transfer was the shares held by the union. At this time, Jiangsu Yawei Machine Tool Co., Ltd. held 4.81 million shares, accounting for 36.01%. In this operation, the trade union transferred its capital contribution of 2.005 million yuan to 2.005 million yuan to Leng Zhibin 400,000 yuan, Wen Qingyun 400,000 yuan, Wang Hongxiang 250,000 yuan, Zhou Jiazhi 250,000 yuan, and Shi Jinxia 250,000 yuan. Lin 250,000 yuan, Wang Shouyuan 150,000 yuan, Ye Bing 50,000 yuan, Zhang Jiagui 0.5 million. The transfer has no premium, which means that the basis for the price of this transfer is still the valuation value as of October 31, 1999. Is it because the net assets of Yawei have not changed much in these years? Please do not forget that in the second stage of the transfer, the management team won a prize of 2.838 million yuan for completing the 2002-2005 business goals. What are the various reasons? Ordinary workers' right to speak is missing, or "misleading" under information asymmetry.

Since then, things have continued to develop like soap operas. After several capital increases, equity changes, and the introduction of investment funds, Yawei’s eyes may have been focused on a broader capital market. So, finally, it was in 2007. In the month, all ordinary employees were kicked out of this capital game. Take over Jiangsu Yawei Machine Tool Co., Ltd., the remaining proportion of trade union shares is represented by the company's management and technical backbone of Jiangdu Kechuang Investment Co., Ltd.

From the above-mentioned process, it is not difficult to discover the deep forethought of management. At the beginning of the restructuring, the majority of workers were tied to the same boat in order to facilitate the smooth implementation of the reform. After the encroachment and whaling, after the purpose was reached, efforts were made to expand the results, and the ordinary employees (also small shareholders) who lacked the right to speak were wiped out. After this, if they are accustomed to this, once they are listed, they will change their course in the larger capital market.