Qinshang Optoelectronics (002638), which focuses on semiconductor lighting, plans to transform the education industry to achieve a dual main business layout. On the evening of January 3, the company released a restructuring plan, which is planned to issue 106 million shares at 14.16 yuan/share, totaling 2 billion yuan and a premium of more than 30 times. The acquisition of 9 shareholders including Yang Yong, Huaxia Life Insurance and Xinzhongli Some of Guangzhou Longwen Education Technology Co., Ltd. 100% equity ("Guangzhou Longwen"). At the same time, the company plans to raise more than 1.8 billion yuan in matching funds. The company's stock will continue to be suspended.
More than 30 times premium "Gambling" K12 education industry
Qinshang Optoelectronics' revenue in recent years has been declining. The above acquisition will undoubtedly help the company to explore new profit growth points. However, the asset appreciation rate of the project's winning asset of 3151.52% is a “gamble†for the company.
The plan shows that Qinshang Optoelectronics intends to purchase Yang Yong, Huaxia Life Insurance, Xinzhong Li, Zhang Jing, Zhu Song, Zeng Yong, Shenzhen Fukai, Beijing Longxiao Tianxia and Beijing Longwu Jiuyi in the form of issuing shares and paying cash. The counterparty holds a 100% equity interest in Guangzhou Longwen. Among them, the listed company paid Yang Yong a cash consideration of 500 million yuan, and the remaining balance of 1.5 billion yuan was paid by Qin Shang Optoelectronics to issue shares.
For the above acquisition, Qinshang Optoelectronics said that the company will realize the dual main business layout of semiconductor lighting products and K12 counseling services. At the same time, Guangzhou Longwen achieved leap-forward development on the existing basis, and its business scale, brand building and financing capabilities were significantly improved.
However, the program will also bring more than 2 billion yuan of goodwill to the company. As of August 31, 2015, the book value of Guangzhou Longwen's total assets was RMB 310 million, the book value of total liabilities was RMB 376 million, and the book value attributable to owners' equity of the parent company was RMB -0.66 billion. After the assessment, the total equity value of its shareholders was 2.014 billion yuan, which was 2.08 billion yuan higher than the net asset valuation after the same-caliber audit, and the value-added rate was 3151.52%.
According to financial data, Guangzhou Longwen achieved operating income of 501 million yuan, 754 million yuan and 853 million yuan in January-August 2013, 2014 and 2013 respectively; net profit was 68.085 million yuan, 42.249 million yuan and 11.35.29 million yuan respectively. . 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.
Guangzhou Longwen is not a “new face†in the capital market. It was first established in 1999. It is mainly engaged in tutoring for primary and secondary schools and is the leading K12 education information consulting service provider in China. At the end of 2011, Longwen Education received a financing of 450 million from Zhongli Capital Group, which clearly stated its willingness to go public. On October 15 last year, ST Hongsheng had planned to issue shares to purchase assets and raise funds to acquire the entire share capital of Guangzhou Longwen. However, the cooperation plan between the two parties quickly fell through. ST Hongsheng announced on November 24 that after repeated communication and consultation with Guangzhou Longwen, it failed to reach the valuation, performance commitment and restructuring framework plan involved in the underlying assets. Consistently, the termination of the reorganization process with Guangzhou Longwen.
Real controllers bring employees to shareholding plans
In addition to the super premium, the actual control of the employee holding the shareholding plan is also a major highlight of the restructuring.
Qinshang Optoelectronics said that in order to improve the performance of restructuring and enhance the profitability and sustainable development capability of listed companies after the completion of the restructuring, it is proposed to increase the number of plans for Li Xuliang, Li Shuxian, Liang Huizhen, Huaxia Life, Huang Zhuguang, and Hua Chuangqin. Matching funds, the number of shares issued does not exceed 127 million shares. The funds raised will be used for the construction of Guangzhou Longwen “Key City Construction Sitesâ€, “Small Class Counseling Construction Projectâ€, “Online Education Platform and O2O Construction Project†and “Teaching R&D Training System Construction Projectâ€.
Among them, Li Xuliang subscribed for 500 million yuan, which is one of the actual controllers of listed companies. Li Shuxian subscribed for 400 million yuan, and was the sister of Li Xuliang, the real controller of the listed company. He subscribed to Fanghua Chuangqin’s plan to grow the No. 1 plan. The first phase of the Optoelectronics employee stock ownership plan was fully subscribed, with a subscription amount of 72.216 million yuan. The plan holders include some directors, supervisors and senior management personnel of the company. One of the holders, Liang Jin, became the brother-in-law of the real controller Li Xuliang and is a related party of the company.
It is worth noting that the number of shares subscribed by the above-mentioned supporting employee stock ownership plan does not exceed 5.1 million shares, totaling no more than 14 people, including 5 directors and senior management personnel. The company said that when the plan is liquidated, if the annualized rate of return of the self-raised funds of the holder is <6.5%, the controlling shareholder of the company, Qinshang Group, promises to compensate in cash until the annualized rate of return of the self-raised funds of the employee stock ownership plan holders. Reached 6.5%.
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