The asset premium of up to 9 times the acquisition of Kang Ming Sheng rectangular lighting is worth?

In June announced the issuance of shares to acquire assets report, plans to issue 36 million 458 thousand and 200 shares to 12.31 yuan private placement price, plus 79 million 200 thousand yuan in cash to acquire 60% stake in Kang Ming Sheng, the total price of up to 528 million yuan, which means that the value of the entire equity interest of Kang Mingsheng is as high as 880 million yuan, and net assets of 3 at the end of the year to the end of the Kang Ming Sheng less than 100 million yuan, while the rectangular lighting the acquisition of the assets of the premium level will be up to about 9 times.

And let the listed company to pay a huge price for the Kang Mingsheng company's quality and operating performance and how? Whether it can be matched with nearly 9 times the valuation premium? The first concern is, according to the business data acquisition report disclosed that Kang Mingsheng in the past two years and the issue of the capacity utilization rate is very low, which in 2012 2013 and an annual rate of less than 75%, while the first quarter of this year the capacity utilization rate is only 40.67%, not enough use level is half.

According to the National Bureau of Statistics survey, the first half of 2013, China's industrial capacity utilization was 78%, the lowest since the 4 quarter of 2009. According to the "State Council on resolving overcapacity contradictory guidance" said that in recent years the main production industries with excess capacity utilization basic between 70% to 75% in 2012, Chinese steel, cement, electrolytic aluminum, flat glass, the capacity utilization rate was only 72%, 73.7%, 71.9%, 73.1% and 75%.

This means that, in 2012 2013 the Kang Ming Sheng and the level of capacity utilization, and even recognized serious overcapacity, to the five industry production pressure quite basic, but in the 1 quarter of this year, the utilization rate of the production capacity of Kang Ming Sheng is far less than the five of the overall level of excess industry. But from this data, the main problem facing the Kang Ming Sheng should be how to compress the productivity and reduce the fixed operating costs, rather than further expansion of the scale.

For such a serious excess capacity of the company, rectangular lighting has paid 9 times the valuation of the net assets of the book, which is reasonable?

More interestingly, Kang Mingsheng in the 1 quarter of this year production is 19 million, 76 million is a simple conversion annual production capacity, the production capacity in 2013 compared to 51 million up; while the actual production needs of the company is only 7 million 726 thousand and 800 fold, is only 30 million 907 thousand and 200, which has a capacity of Kang Mingsheng in 2013 that is enough to meet its production needs, and why the big expansion of new capacity?

At the same time, as a production-oriented enterprises, Kang Mingsheng, its fixed assets - the number of machinery and equipment, directly related to the company's production capacity constraints. From the point of view of financial data, the company in the 1 quarter of this year at the end of the fixed assets - equipment cost is 43 million 970 thousand and 100 yuan, 44 million 933 thousand and 900 yuan compared to the end of 2013 did not increase, but also declined over the same period; but the company's products are from the 51 million year productivity soared to 76 million a year, which is consistent with the business logic normal?

These problems are in the Kang Mingsheng business information, intriguing, but this is not the only doubt the company exists, the company in the purchase and sale of data is more worthy of attention.

First, the procurement data can not match

According to Kang Mingsheng's procurement data disclosure, which in 2012 had to purchase 35 million 327 thousand and 600 yuan rectangular lighting products, the company accounted for 14.65% of the total over the same period all the purchase, it is bound to be corresponding with the sales behavior of rectangular lighting Kang Ming Sheng company.

However, according to the annual reports of 2012 rectangular lighting in the first five customers in the sales data, although the specific name and have not disclosed on the client side, but judging from the sales amount, does not contain the data of 35 million 327 thousand and 600 yuan; even if we assume that the Kang Ming Sheng's purchases are disclosed including VAT data, then the corresponding no tax amount shall be 30 million 194 thousand and 500 yuan, also did not appear in the top five sales data of rectangular lighting.

In other words, the amount of procurement determined by Kang Mingsheng, and the amount of sales determined by the rectangular lighting, there is a difference, and the difference in the amount of at least up to one million yuan. So who is lying?

Two, the main identity of the suspect

Look at the sales data of Kang Ming Sheng, according to the information disclosed in the audit report, "Ruili Guangju source Trading Co." during the reporting period has been the main customers of the company, 2012, 2013 and the 1 quarter of this year the corresponding sales were as high as 21 million 304 thousand and 700 yuan, 29 million 255 thousand and 800 yuan and 5 million 642 thousand and 400 yuan, respectively ranked fourth, 3, 5 of the customers.

So this is a total of more than half a billion products purchased from the company, but also what is the size of a company? According to the national enterprise credit information publicity system to query information, "Ruili Guangju source Trading Co. Ltd. was founded in 2005, the registered capital of only 600 thousand yuan. At the same time, according to the company registered on the network of enterprise information display, the total number of employees is only 5-10.

Ask a registered capital of only 600 thousand yuan, the staff is still less than a small company of 10 people, and how can it be possible to prop up more than half a billion sales from Kang Mingsheng? How can this not be a question about the authenticity of the huge sales deal?

In addition, according to the Kang Mingsheng financial report notes to deal with employee compensation subject related data, wages, bonuses, allowances and subsidies