A few days ago, LED lighting company qinshang Optoelectronics plans to set a price of 2 billion yuan, with a premium of more than 30 times, to acquire all the shares of Guangzhou Longwen Education Technology Co. , Ltd. and gamble on K12 education industry.
For the above acquisition, the Shenzhen Stock Exchange asked the company to explain in detail the reason why the net assets of Guangzhou Longwen are negative, and explain the rationality of the substantial appreciation of this assessment.
Qinshang Optoelectronics issued an announcement on the evening of January 14, responding to the above inquiry of the Shenzhen Stock Exchange. The company's shares will be postponed.
Financial data show that at the end of 2013, the end of 2014 and the end of August 2015, Guangzhou Longwen (Consolidated Report level)The net assets of are-14776. 270 thousand yuan ,-10551. $280 thousand and-6622. RMB 840 thousand.
In view of the reason why the net assets of the target assets in the past two years and the first phase are negative, the company believes that: On the one hand, it is due to the small contribution to the net assets at the level of shareholder capital contribution, on the other hand, it is due to the level of operation accumulation, guangzhou Longwen did not make up for a large amount of losses in the previous period.
Before the reporting period, the target company was in the stage of investment expansion, paying more attention to the occupation of market share, the formation of word of mouth and market promotion. The input was greater than the output, so the accumulated losses in the past two years were relatively large.
However, the author noticed that the company's reply did not disclose the amount of uncompensated losses of the target assets in the previous period, and the accumulated loss amount was unknown.
In addition, when the exchange inquired about the target asset performance commitment, the company was required to supplement the reasons for the large difference between Guangzhou Longwen's historical performance and the promised performance, but the company only disclosed the target 2015-
The net profit forecast and forecast growth rate in 2018 do not specify the specific historical performance figures.
Looking back at the previous reorganization plan, Guangzhou Longwen 2015 1-
August, 2014 and 2013 respectively implementation business income 5. 0. 1 billion yuan, 7. 5. 4 billion and 8. 5. 3 billion yuan; Net profit was 6885 respectively. 30 thousand yuan, 4224. 990 thousand yuan and 1135. RMB 290 thousand.
The counterparty and other compensation obligor Long Wen global promises: the target company 2015-
The accumulated net profit after tax in 2018 shall not be less than 5. RMB 6. 4 billion.
The Company believes that although the net assets of the target company are still negative, the operating benefits have gradually been reflected, the net profit has grown steadily, and the net assets have increased year by year, approaching a positive value.
In addition to the quality of the underlying assets and continued profitability, the higher value-added rate is also the focus of the regulatory authorities.
The exchange requires the company to combine the business characteristics of Guangzhou Longwen, the development trend of the industry, and the price-earnings ratio of comparable companies in the same industry to explain in detail the rationality of this assessment.
As of the base date of the appraisal, the book value of Guangzhou Longwen's total assets was 3. 1 billion yuan, the book value of total liabilities is 3.
7. 6 billion yuan, the book value of the owner's equity attributable to the parent company is-0.
6. 6 billion yuan, after the income method is used for evaluation, the total equity value of its shareholders is 20. 1. 4 billion yuan, evaluation value added 20. 8 billion yuan, the appreciation rate reached 3151. 52.
The company thinks that the large value-added range is mainly based on: Guangzhou Longwen has the business characteristics of light assets, high cash flow, etc;
K12 counseling industry has a good industry development trend; Comparison of comparable transactions in the same industry.
Among them, the company selected Angli technology, Huatu Education, Xueda Education and Jinghan Yingcai, which are also engaged in educational information consulting services, as the comparison of companies in the same industry.
The Company believes that the transaction price of Guangzhou Longwen is based on the profit forecast for 2015. 52 times.
New South Ocean's acquisition of Angli technology has achieved a net profit of 20.
04 times the price, ST Xindu plans to acquire Huatu Education, according to the year before the announcement has achieved net profit of 23.
88 times the price, the three are actually quite close.
In addition, according to the price-earnings ratio, the current valuation of Yinrun Investment restructuring university education and Hengli industrial restructuring Jinghan Yingcai is higher than the company's transaction.