Mosopower 190 million purchase of 55% stake in Beijing Electronics Zhengda square was not

Moso today (18) announcement, the company intends to non-public offering of shares and the payment of cash to purchase a combination of up to 55% stake founder, also to the specific object of non-public offering of shares to raise matching funds for cash consideration. After the completion of the transaction, founder will become a subsidiary of the company. Mao Shuo power stocks resume trading 18.

The reporter noted that in February 2014, Beijing Electronics had planned acquisition of founder, but was rejected by shareholders. Comparison of the results of the two assessment found that just 8 months time, founder has reached a value of $about 60000000.

190 million purchase of 55% stake in Zhengda square

Announcements, founder of 100% equity valuation of $349 million, after the parties to negotiate, the determination of the price of $55% stake to $191 million. Among them, 84.3% of the price, that is, $161 million, will be paid in the way of non-public offering of shares of Mao power supply; the remaining 15.7%, or $30 million 90 thousand, will be paid in cash to raise matching financing.

Moso power supply the issuance price of 8.64 yuan / share, respectively, to the counterparty party seeking to laugh, Lan Shunming number of shares issued 9 million 350 thousand shares, totaling 18 million 700 thousand shares to raise matching funds; the number of shares to be issued for a total of 6 million 230 thousand shares, of which Zong Peimin and Cao Guoxiong were targeted to issue 3 million 110 thousand shares, to raise matching funds 53 million 850 thousand yuan. After the completion of the transaction, the company will directly hold up to 55% of the equity interest, which became a subsidiary of the company. Gu Yongde is still the controlling shareholder of the company, the actual controller.

The other is the counterparty also made a commitment to performance. Party seeking to laugh, blue Shunming commitment, the founder of the year 2014 to the year 2016 to achieve net profit of non deduction of not less than 34 million 840 thousand yuan, 43 million 560 thousand yuan and 52 million 270 thousand yuan; if the transaction fails to complete the operation in 2014, is the founder of the corresponding commitments net profit adjusted for 2015 year to 2017 year to achieve net profit of non deduction not less than 43 million 560 thousand yuan, 52 million 270 thousand yuan and 54 million yuan. The actual amount of net profit is higher than any year, Kamo Masada promised the amount of net profit of the corresponding year, in excess of the 30% can be used to when the founder of key management personnel and key technical personnel serving reward.

At the same time, Mao power launched a restricted stock incentive plan: the number of restricted shares to be granted to 7 million 700 thousand shares, representing the company's total share capital of 220 million shares of $3.051%. Among them, the first granted 7 million shares, reserved for 700 thousand shares. Incentive target for the company's directors, senior management and the company's board of directors identified the core business (Technology) personnel. Performance evaluation indicators for the company's 2015 year, year 2016, the annual net profit of not less than 2017 yuan of deduction of not less than $20 million, $40 million and $60 million, respectively, the proportion of the release of 40%, respectively, and 30%. Meet the conditions of grant, the incentive object can be 4.80 yuan / share price to buy the company to encourage the issuance of restricted stock.

Beijing Electronics had planned acquisition

The reporter learned that, in February 21, 2014, is by the consent of the shareholders' meeting, party seeking to laugh and blue Shunming founder intends to hold 100% of the shares transferred to the Beijing electronics, the transaction was rejected shareholders' meeting ended in Beijing electronics.

At that time, Chukyo electronics had planned to price 8.83 yuan / share issue 27 million 570 thousand shares and a cash payment of $42 million 556 thousand and 900 for the purchase of founder 100% stake, the transaction total price of about 286 million yuan, compared with the standard of the carrying amount of the asset value of about three times.

The Moso power supply the acquisition plan, as of the valuation date July 31, 2014, the founder of the audited book value of the net assets of 91 million 430 thousand yuan, the other is the interests of all shareholders (the parent company) were assessed using the income approach is 349 million yuan, the added value of 257 million yuan, value-added rate of 281.89%. In other words, founder in just over 8 months time, the value of about $about 60000000.

But in Beijing Electronics plans, the founder of the performance commitment is low, from 2014 to 2016 the performance commitments were 28 million yuan, 34 million 600 thousand yuan and 41 million 140 thousand yuan.

It is understood that the founder of the main business for the flexible printed circuit board (FPC) research and development, production and sales, with Moso belong to LED lighting industry, has many common customers and potential target customers, the acquisition can promote the integration of resources, enhance the overall business scale. At the same time, Mao Shuo power will also enter the field of FPC through the founder, optimize the company's business structure.

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