Recently, LED lighting company Qinshang Optoelectronics plans to make a price of 2 billion yuan, a premium of more than 30 times, the acquisition of the entire equity of Guangzhou Longwen Education Technology Co., Ltd., gambling K12 education industry. On the above-mentioned acquisition, the Shenzhen Stock Exchange requested the company to explain in detail why the underlying assets of Guangzhou Longwen’s net assets were negative, and explained the rationality of the significant appreciation of the assessment. Qinshang Optoelectronics issued an announcement on the evening of January 14 and responded to the above inquiry from the Shenzhen Stock Exchange. The company's stock will be postponed for resumption of trading. According to financial data, at the end of 2013, the end of 2014 and the end of August 2015, the net assets of Guangzhou Longwen (consolidated statement level) were -14,776,700 yuan, -10,552,800 yuan and -66,284,000 yuan respectively. In view of the fact that the underlying assets have been negative for the last two years and the net assets of the first period, the company believes that: on the one hand, it contributes less to the net assets at the level of shareholders' capital contribution, and on the other hand, because of the level of management accumulation, Guangzhou Longwen The amount of unrecovered losses in the previous period was large. 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 larger. However, the author noticed that the company's reply did not disclose the amount of unrecovered losses in the previous period of the underlying assets, and the accumulated amount of losses was unknown. When the Exchange asks for the target asset performance commitment, the company is required to supplement the reason why Guangzhou Longwen's historical performance and commitment performance are quite different, but the company only discloses the target net profit forecast and forecast growth rate of 2015-2018. The specific historical performance figures are not stated. Looking back at the previous restructuring plan, Guangzhou Longwen realized operating income of 501 million yuan, 754 million yuan and 853 million yuan in January-August 2015, 2014 and 2013 respectively; net profit was 68.085 million yuan, 42.249 million yuan and 1135.29 respectively. Ten thousand yuan. The counterparty and other compensation obligors Long Wen Global promised that the target company's accumulated after-tax net profit for 2015-2018 is not less than 564 million yuan. The company believes that although the target company's net assets are still negative, the operating efficiency has gradually reflected, the net profit has increased steadily, and the net assets have increased year by year, approaching positive values. In addition to asking about the quality of the assets and sustainable profitability, the higher value-added rate is also the focus of the regulatory level. The exchange requires the company to combine the characteristics of Guangzhou Longwen business, industry development trends, and the P/E ratio of comparable companies in the same industry to specify the rationality of the substantial appreciation of this assessment. As of the evaluation date, the book value of Guangzhou Longwen's total assets was 310 million yuan, the book value of total liabilities was 376 million yuan, and the book value attributable to owners' equity of the parent company was -0.66 billion yuan. After the income method was used, all shareholders were evaluated. The value of equity was 2.014 billion yuan, and the value added was estimated to be 2.08 billion yuan. The value-added rate reached 3151.52%. The company believes that the value-added is mainly based on: Guangzhou Longwen has the characteristics of light assets and high cash flow; K12 coaching industry has a good industry development trend; comparable trade comparison in the same industry. Among them, the company selected the same information technology consulting services, such as Ang Li Technology, Huatu Education, Xueda Education and Jinghan Yingcai as the same industry companies. The company believes that Guangzhou Longwen's transaction price is 23.52 times based on the 2015 earnings forecast. The new Nanyang acquisition of Ang Li Technology has achieved a net profit of 20.04 times in the year before the announcement. ST Xindu intends to acquire Huatu Education, which has achieved a net profit of 23.88 times in the year before the announcement. The three are actually quite similar. Close. In addition, according to the price-earnings ratio comparison, the current valuation of Yinrun Investment Restructuring Education and Hengli Industrial Restructuring Jinghan Yingcai is higher than the company's transaction.
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