Qinshang Optoelectronics disclosed the draft purchase of assets today. The company intends to purchase 100% equity of Guangzhou Longwen held by Yang Yong and Huaxia Life Insurance in the form of a combination of issuing shares and paying cash. Through the above transactions, listed companies will realize the dual main business layout of semiconductor lighting products and K12 (kindergarten to 12th grade) counseling services.
However, it is worth mentioning that as of August 31, 2015, the equity of the owner of the parent company under the merger of Guangzhou Longwen was negative, but its appraised value reached 2.014 billion yuan, and the price of its 100% equity transaction was also This is as high as 2 billion yuan.
Guangzhou Longwen net assets are negative
According to the draft, Guangzhou Longwen was established in 2011 with a registered capital of 6 million yuan. In terms of shareholding structure, natural person Yang Yong holds 48.27% and is the company's largest shareholder; Huaxia Life holds 30% and is the company's second largest shareholder. Guangzhou Longwen's main products are 1-to-1 coaching courses, taking into account some other personalized service projects. From 2013 to 2014 and the first eight months of 2015, the proportion of consulting service fee income to the company's revenue was 97.89%, 97.91% and 97.51% respectively. The consulting service fee income is mainly the income of the one-to-one tutoring course.
As of the end of October 2015, Guangzhou Longwen has established 462 business outlets in more than 20 cities, mainly in first-tier cities such as Beijing, Shanghai, Hangzhou and Guangzhou. The company also developed the "59 wrong title" mobile online education platform.
As of the evaluation date (August 31, 2015), the book value of the owner's equity attributable to the parent company of Guangzhou Longwen was -0.66 billion yuan. The total equity value of the shareholders was estimated to be 2.014 billion yuan. 2.80 billion yuan. After the friendly negotiation between the parties to the transaction, the transaction price of 100% equity of Guangzhou Longwen was 2 billion yuan.
The reason for the sharp increase in the evaluation value of Guangzhou Longwen is explained in the draft: the education information consulting service industry of the company is highly prosperous and the demand for counseling is strong; in the future, with the deepening reform and development of China's education and the full implementation of the two-child policy The number of primary and secondary school students in school age will continue to maintain a billion base and increase steadily, which will bring stable and extensive market demand to the K12 counseling industry.
In this transaction, Qinshang Optoelectronics will pay the transaction consideration by a combination of issuing shares and paying cash. Among them, the listed company will pay Yang Yong a cash consideration of 500 million yuan, and the remaining transaction consideration of 1.5 billion yuan will be paid by the company to the nine counterparties including Yang Yong in the form of issuing shares. The share issuance price is 14.16 yuan / share, and the issue amount is about 106 million shares.
The counterparty promised that the accumulated after-tax net profit of Guangzhou Longwen from 2015 to 2018 should not be less than 563.8 million yuan. According to financial data, from 2013 to 2014, the company's operating income was 853 million yuan and 754 million yuan respectively, and the net profit was 11.35 million yuan and 42.249 million yuan respectively. From January to August this year, the company's revenue was 501 million yuan, and the net profit was as high as 68.085 million yuan.
China Life Insurance lost 48 million?
Qinshang Optoelectronics has a high premium purchase of Guangzhou Longwen, whose shareholders should have earned a lot of money, but Huaxia Life seems to be an exception.
According to the data, in December 2014, Longman Global, the shareholder of Guangzhou Longwen, transferred 90% of its investment in Guangzhou Longwen for the purpose of implementing the restructuring and listing.
At that time, under the conditions of additional commitment asset restructuring and performance level, according to the transfer price, the overall value of Guangzhou Longwen was 2.16 billion yuan. Huaxia Life’s investment amounted to 648 million yuan. However, the transaction price of the sale of 30% equity of Guangzhou Longwen to Qinshang Optoelectronics was only 600 million yuan. Based on this calculation, Huaxia Life’s investment in Guangzhou Longwen seems to have lost tens of millions of yuan.
However, Qinshang Optoelectronics paid the transaction consideration to Huaxia Life Insurance by way of issuing shares, and Huaxia Life Insurance will receive 4,273,290 shares of Qinshang Optoelectronics. Based on the stock price of 15.32 yuan on the day before the suspension of Qinshang Optoelectronics, the market value of this part of the stock reached 650 million yuan. In addition, some analysts believe that due to the existence of compensatory growth and due to the layout of the popular tutor O2O and other factors, after the resumption of trading of Qinshang Optoelectronics, or a wave of market, Huaxia Life Insurance seems to be a loss.
In fact, China Life Insurance also plans to increase its shareholding in Qinshang Optoelectronics.
In order to improve the performance of the reorganization, Qinshang Optoelectronics plans to use the pricing method to raise funds for the non-public offering of Li Xuliang, Li Shuxian, Liang Huizhen, Huaxia Life, Huang Zhuguang, Hua Chuang Qin Shang Optoelectronics Growth No. 1 plan, and the total amount of funds raised is less than 1.8 billion. yuan. The net fundraising will be used for Guangzhou Longwen “new network construction projects in key cities†and “small class counseling construction projectsâ€.
It is worth mentioning that the issuance price of the matching funds raised by listed companies is 14.16 yuan / share, and the number of issued shares does not exceed 127 million shares. Among them, Huaxia Life Insurance plans to invest 360 million yuan to subscribe for 25.423 million shares. After the completion of the above transaction, it will hold a total of 67.796 million shares of Qinshang Optoelectronics, with a shareholding ratio of 11.16%, second only to the Qinshang Group holding 16.78% of the shares, becoming the company's second largest shareholder.
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