Frequently on the photoelectric ( 002638). Published on January 3, 2016 restructuring plan, the company proposed to 14. 16 yuan/issue 1. 0. 6 billion shares, the total price of 2 billion yuan to buy Yang yong, huaxia life and chinaequity nine the dealing party jointly held in guangzhou yong man education technology co. , LTD. 100% stake. Through the transaction, the company will implement the semiconductor lighting products and K12 ( Kindergarten to grade twelve) Counseling service of double main layout. LED lighting + education double main layout according to introducing, frequently on the photoelectric has been committed to LED semiconductor lighting project, the company main business income from the semiconductor lighting products and integrated solutions. In recent years, the macro economy and the semiconductor lighting industry growth, the influence of such factors as the company's business income declining trend, in order to increase the company's continued profitability, company needs to explore new profit growth point. Therefore, listed companies need to introduce good profitability, conform to the national industrial policy high quality operational assets, strive to make attendance on photoelectric business stable, good performance of listed companies. Company insiders said the company to start the transition in 15 years, since the suspension period after contact with detailed research and education industry may be defined as income growth in the second business, education consulting service industry has good prospects for development. The acquisition of guangzhou yong man education main business for the K12 phase of non-academic education information consulting services, belong to other services in the modern service industry. In China, K12 education from primary school to high school grade one third grade 12 years of basic education stage. Due to the long time span, large number of students in learning, K12 education has become the largest in China's education market niche. Because the K12 education in a critical period of children grow up, and the child grow the irreversibility of trial-and-error cost is extremely high, parents to children's extracurricular counselling training attention, therefore, with K12 education corresponding counselling training service market size. It is worth mentioning that the non-public shares to raise the total amount of matching funds account for 90% of the market price of assets to be purchased, not 100% above the market price of assets to be purchased. Matching funds raised through issuance of shares in cash payment of consideration, excluding the issue of the transaction related fees and agency fees, will be used for all target company 'key new urban network construction project', 'small class counselling construction projects', 'online education platform and O2O construction projects' and 'construction project of research and development of teaching training system' project construction. Through this transaction, frequently on the photoelectric will receive a 100% stake in guangzhou yong man realize double main business of semiconductor lighting products and K12 counselling service layout. Commitment to 15 - 18 year net profit of 5. 6. 4 billion yuan, according to financial data of guangzhou yong man 1 to August, 2013, 2014 and 2013 respectively revenues 5. 0. 1 billion yuan, and 7. 8 and 5. 4 billion yuan. 5. 3 billion yuan; Net profit of 6885 respectively. 030000 yuan, 4224. 990000 yuan, and 1135. 290000 yuan. Counterparties and other global commitment: compensation obligation a queue target companies from 2015 to 2018, the total implementation of after-tax net income is not lower than 5. 6. 4 billion yuan. If the underlying company from 2015 to 2018, the total implementation of after-tax net profit is lower than the pledge amount, to listed companies should be according to the agreed equity or cash compensation. To the problem of guangzhou yong man valuation company insiders said the trade mark to take profit to evaluate method and market method, appraisal organizations to select the evaluation results of income method, as a final evaluation conclusion to the trade mark. Guangzhou yong man belongs to the boom of the education of information consulting service industry is higher, coaching demand, K12 counseling industry is currently one of the most popular education counseling market in our country, the development potential is huge. Second, the student population over hundred million, two-child policy, the full implementation of the school-age students scale is guaranteed in the future. Guangzhou yong man after years of development has strong core competitive advantages. The personage inside course of study thinks, according to the National Bureau of Statistics show that as of late 2014, the number of China's primary and middle school students in the school a total of 1. 6. 2 billion people. Although in recent years, the number of primary and middle school students each year is slightly reduced, but the overall student base huge, counselling training industry's potential customers are still very considerable. 2013 deloitte China's development of science and technology and education thinking 'is put forward, as China's households to continuously improve the proportion of expenditure on education, primary and middle schools extracurricular counselling market to maintain steady growth, reached 160 billion yuan, up 11% from a year earlier. At present, the elementary and middle schools extracurricular counselling market has become one of the fastest growth in private education market in China. Education company transformation path is clear, the target company resources, in the future. Comprehensive two child policy open direct positive education advisory service industry, the future industry development space is huge, is expected to continue to share education consulting service market development dividend, improve the company's long-term performance. Company said that the reorganization and supporting to raise funds, the implementation of the construction projects will make guangzhou yong man great-leap-forward development, based on the existing in business scale, brand building, the backbone of team, development potential and financing ability to significantly increased, which makes the company's business and asset quality improved, improve the company's continued profitability.