Recently,Huaming IntelligenceDisclosure of the fourth time of concernReorganizationThe plan is to purchase 865 million yuan to acquire 100% equity of Juli Technology and raise matching funds. however,announcementThe second day, the companyResumption of tradingOn the first day, the stock price fell, and the stock price fell more than 9% on the second day of the resumption of trading. Investors' foot vote was behind concerns about the decline in the profitability of the acquisition target, the lawsuit, and the high goodwill buried in the acquisition. .
The net profit of the acquisition target fell nearly 46% last year
Huaming Intelligent is a terminal manufacturer of automatic ticket checking system for rail transit and express bus (BRT). According to the announcement, the company plans to make a price of 865 million yuan to Hanzhi and other 52 Ju Li Technology.shareholderPurchase 100% of the shares of Ju Li Technology held by way of issuing shares and paying cash, and no more than 5 eligibleFixed investmentThe funds raised by the investors to issue shares shall not exceed 120 million yuan.
The funds raised will be used to pay the cash consideration of the transaction, supplement the liquidity of the target company, and pay the relevant expenses of the transaction. The amount of liquidity used to supplement the target company shall not exceed 50% of the total amount of funds raised.
According to the announcement, the main business of the proposed Ju Li Technology is the development, production and sales of electronic non-stop charging series products (ETC), ambiguous path identification products and taxi car products.
Announcement shows that ChinahighwayThe ETC market broke out in the national networking market in 2015 and has been in development for three years. During the period, accompanied by fierce competition from various manufacturers, product prices gradually declined, and the overall gross profit level of the industry declined. It can be seen that the peak profit period of Ju Li Technology has passed, 2018Net profitWas almost swayed last year.
According to financial data, in 2017 and 2018, the net profit attributable to Juli Technology was approximately 86.45 million yuan and 46.79 million yuan respectively; the profit of Juli Technology in 2018 fell by nearly 46% year-on-year. From the perspective of peers, the main business is a Shenzhen-listed company that sells ETC products. The profit in 2018 also deteriorated. In the first three quarters, the net profit loss after deducting more than 10 million yuan, down 122.68%.
Simultaneously,PerformanceThe promised party promises that the net profit attributable to the owner of the parent company after the non-recurring gains and losses of 2019, 2020 and 2021 of Ju Li Technology shall not be less than RMB 65 million, RMB 78 million and RMB 89.7 million respectively.
Huaming Intelligence also set an excess reward for stimulating the acquisition target, but the reward subject is not clear. The listed company shall reward the accumulated net profit of Ju Li Technology from 2019 to 2021 by more than 50% of the total of the promised net profit (the upper limit is 20% of the total transaction price of the underlying asset) as a bonus award. Relevant entities, including but not limited to the core management team members of Juli Technology, who are employed by Lee Technology or listed companies, shall be determined by the performance commitment party.
The decline in product prices is one of the major factors in the decline in profits. The main products of Juli Technology are the on-board electronic tags (OBU) in ETC equipment. With the increasingly fierce competition in the market, the average selling price of OBU in 2016 and 2017 is 102.23 yuan and 84.23 yuan respectively, and the year-on-year decrease in 2017 is 17.61%. Prices are on a downward trend. The announcement said that if the price of OBU continues to decline, it will affect the main business of the target company.interest rate.
Subject matter dispute
It is worth noting that at the end of the year, the listed company's goodwill will be squandered in the case of a pre-defense, and the acquisition will also bury the hidden danger of goodwill impairment for Huaming Intelligent. According to the valuation of 865 million yuan and the net assets of Julian Technology in 2008, which is 480 million yuan (combined caliber), it will form a high goodwill of nearly 400 million yuan. As of the third quarter of 2018, Huaming Intelligent achieved a net profit attributable to approximately 42.41 million yuan, a year-on-year increase of 62.49% and a net asset of 617 million yuan.
In addition, Ju Li Technology and Shenzhen CityJin Yi TechnologyThe company limited by shares (hereinafter referred to as “Jinyi Technology”) has a patent dispute dispute. In November 2017, Jin Yi Technology sued Ju Li Technology for patent infringement claims of several million yuan. However, the first trial lost the case. On August 1 and August 18, 2018, Jin Yi Technology filed an appeal, requesting the revocation of the first-instance ruling and sending it back for retrial. As of the date of issuance of this restructuring plan, the above-mentioned cases are in the process of being heard.
In response to the surge in the accounts receivable of Ju Li Technology, which was reported by this newspaper, Huaming Intelligent stated in the plan that it will assess the subsequent collection of accounts receivable at the end of the Ju Li Technology performance commitment period, if it is within the prescribed time limit. The assessment base cannot be completed within, and Ju Li Technology shall pay compensation to the listed company for the difference that cannot be recovered.
The two-day slump after Huaming’s smart resumption of trading has also reflected the market’s worries. Why spend more than 800 million yuan to acquire a company with a future and uncertain future?
"Listed companies are keen on the subject of acquisition problems. The reasons may be that the adjustment is inadequate or the performance pressure is urgently needed to expand, and there is no possibility of interest transfer." An industry insider told reporters.
In this regard, Huaming Intelligent said that the acquisition of Ju Li Technology will help improve the industrial layout, expand the business system of listed companies; play a synergistic effect, enhance the comprehensive competitiveness of listed companies and target companies; acquire high-quality assets and enhance the profitability of listed companies . After the completion of this transaction, the profitability of the underlying assets will increase the profits of listed companies and become a new growth point for listed companies.
On January 30, Huaming Intelligent announced the unaudited 2018 performance forecast. It is expected to make a profit of 49.753 million yuan to 63.332 million yuan last year, an increase of 10%-40% over the same period of the previous year. The contribution of non-recurring gains and losses to net profit The amount was approximately RMB 26.16 million. The impact of non-recurring gains and losses on net profit for the same period last year was RMB 9.6068 million.
(Article source: Investment Express)