The completion rate of the most popular half year

2022-08-05
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Against the rules? The performance completion rate of the target half year is only 15%. Why did Tianrui continue to acquire

Tianrui intend to use 52% cash on hand to acquire the remaining 37% equity of Panhe Keyi? Different from the two acquisitions in 2017 and 2018, Panhe technology had negative growth in net profit in the first half of this year, and it was very difficult to fulfill its performance commitment for the whole year. Then, the question is, why did it implement this acquisition

investment times researcher liwuchen

as a continuation of the first acquisition in 2017, Jiangsu Tianrui Instrument Co., Ltd. (hereinafter referred to as Tianrui instrument) recently launched a plan to acquire the remaining 37.03% shares of Shanghai Panhe Scientific Instrument Co., Ltd. (hereinafter referred to as Panhe scientific instrument)

according to the report on issuing shares to purchase assets and raising supporting funds and related party transactions (Draft) disclosed by Tianrui instrument on October 31 (hereinafter referred to as the draft), the acquisition of 37.03% of the equity of Panhe Keyi required Tianrui instrument to pay 144million yuan in cash, and the transaction consideration appreciation rate reached 471.04%

however, the researcher of investment times noticed that corresponding to the high premium of the acquisition, the revenue and net profit of the acquisition target Panhe Keyi in the first half of this year decreased by 12.14% and 28.33% respectively compared with the same period last year; One of the assumptions supporting the high premium assessment is that the operating income of Panhe technology is expected to increase year by year in the next five years. In addition, Panhe technology also has operational risks such as extreme dependence on suppliers, especially foreign suppliers, and large accounts receivable

in view of the many contradictions and doubts in this transaction, SZSE issued a restructuring inquiry letter on the evening of November 8, questioning the necessity of the transaction, whether the transaction evaluation results are reasonable and prudent, and whether Panhe Keyi has sustainable profitability

researchers of investment times noticed that the latest disclosed third quarter report showed that Tianrui instrument achieved a revenue of 591million yuan in the first three quarters of this year, a year-on-year decrease of 9.59%; The net profit was 2011.99 million yuan, a year-on-year decrease of 57.98%. The double drop in revenue and net profit shows that the pressure on the profitability of Tianrui instrument is increasing. The data also showed that the single quarter data of Tianrui instrument in the third quarter was even worse, with a revenue of 205million yuan, a year-on-year decrease of 10.87%; The net profit suffered a loss of RMB 9.0767 million, a year-on-year decrease of 136.48%

according to Tianrui instrument, the revenue in the first three quarters decreased by 62.7749 million yuan compared with the same period last year, mainly due to the decrease of 56.2261 million yuan and 24.758 million yuan respectively in the revenue of the wholly-owned subsidiary Tianrui environment and the holding subsidiary Panhe Keyi compared with the same period last year

how will this year's performance commitments be realized

the draft disclosed on October 31 shows that Tianrui instrument plans to issue shares to purchase 37.03% of the shares of Panhe Keyi held by 36 shareholders including zhaoxuewei and Wang Hong, and plans to raise no more than 41.5 million yuan of supporting funds

according to the draft, on March 6, 2017, Tianrui instrument purchased 27.06% shares of Panhe Keyi from 21 shareholders including zhaoxuewei and Wang Hong in cash, with a transfer price of 10.17 yuan per share. The transfer agreement contains performance commitment and gambling clauses. Tianrui instrument purchased 28.36% shares of pioneer scientific instrument from 14 shareholders including Xingyuan investment in cash, with a transfer price of 7.12 yuan per share. There is no gambling clause in the transfer agreement. After the completion of the acquisition of the two parts, Tianrui instrument holds a total of 55.42% shares of Panhe scientific instrument

according to the performance gambling terms of the 2017 acquisition agreement, 21 counterparties such as zhaoxuewei and Wang Hong promised that the cumulative net profits of Panhe Keyi in 2017, 2018 and 2019 would not be less than 24.05 million yuan, 57.05 million yuan and 96.15 million yuan respectively

according to the annual report of Tianrui instrument, in 2017 and 2018, Panhe Keyi achieved a net profit of 29.3644 million yuan and 31.4163 million yuan respectively, totaling 60.7897 million yuan in two years. The performance commitments in 2017 and 2018 were fulfilled

during this period, in May, 2018, as an incentive for the core team of Panhe Keyi to complete its performance commitment in 2017, Tianrui instrument purchased 6% shares of Panhe Keyi held by zhaoxuewei and Wang Hong in cash at a transfer price of 11.31 yuan per share. The shareholding ratio of Tianrui instrument increased to 61.42%

according to the agreement data, Panhe Keyi needs to make a profit of 35.3693 million yuan in 2019 to fully fulfill its performance commitment, which is 12.58% higher than the actual net profit in 2018

the semi annual report shows that Panhe Keyi achieved a net profit of 5.3997 million yuan in the first half of this year, a decrease of 12.14% compared with the same period last year (6.1459 million yuan), and only 15.27% of the performance commitment of this year (35.3693 million yuan) has been fulfilled. The data also shows that the revenue of pioneer scientific instrument in the first half of the year was 91.4156 million yuan, a year-on-year decrease of 36.1439 million yuan or 28.33%

compared with the performance commitment and actual performance data, to fulfill the performance commitment, Panhe scientific instrument will increase its net profit this year by at least 12.58% over 2018. Although Tianrui instrument said that "the revenue and net profit of pioneer scientific instrument mainly came from the second half of the year, especially in the fourth quarter", can the performance commitment of pioneer scientific instrument for the whole year be realized when the revenue in the first half of the year fell sharply and the net profit completion rate just exceeded 15%? How

the necessity of the transaction was questioned

in fact, since this year, Tianrui instrument has not stopped the pace of acquiring Panhe scientific instrument

first, on June 28, Tianrui instrument announced that it planned to acquire the minority shareholders' equity of Panhe Keyi by issuing shares

then, in October, the company purchased 1.01% shares of Panhe Keyi held by 8 core employees of Panhe Keyi, including yangjuhua and shenlihua, in cash, with a transfer price of 10.74 yuan per share. The shareholding ratio of Tianrui instrument further increased to 62.42%. For the reason of this acquisition, Tianrui instrument said, "to motivate and maintain the stability of the core staff team of Panhe Keyi"

finally, the draft transaction report disclosed on October 31. According to the plan, taking may31,2019 as the base date for appraisal, the net assets of Panhe Keyi is 68.2975 million yuan. After negotiation, it is determined that the 100% equity of Panhe Keyi is valued at 390million yuan, with a value-added rate of 471.04%; The transaction price corresponding to this 37.03% equity was RMB 144million, and the transfer price per share was RMB 11.02

under the background that the performance of Panhe scientific instrument has declined significantly since this year, Tianrui instrument began to plan in June and purchased minority shareholders' equity in cash in October. Why? Is it reasonable? Are there any other interest arrangements

according to the data of the third quarterly report, as of September 30, the available balance of cash and cash equivalents of Tianrui instrument was 277million yuan, a decrease of 89.6482 million yuan compared with the beginning of the year, a decrease of 24.42%, mainly due to the payment of investment funds of Beixi biology, national testing and Ya'an Tianrui. The cash to be paid for the acquisition was 144million yuan, accounting for 51.99% of the balance of cash and cash equivalents at the end of the third quarter

at 1 Under the condition that Tianrui instrument holds 62.42% of the shares and is absolutely controlled, Tianrui instrument will continue to use more than half of its cash to acquire the remaining 37.03% of the shares. Is it necessary

SZSE noted that the draft shows that during the evaluation process of this transaction, it is assumed that Panhe Keyi can continue to obtain the high-tech enterprise qualification after the expiration of its validity period, and the enterprise income tax will be levied at 15% in the forecast period year and the perpetual year. Is the assessment assumption reasonable and prudent

in addition, the assessment also assumes that Panhe Keyi expects to achieve revenue of 188million yuan, 279million yuan, 292million yuan, 303million yuan and 308million yuan in 2019, 2020, 2021, 2022 and 2023 respectively. It can be seen from the estimated data that the estimated operating income of Panhe Keyi will increase year by year from 2019 to 2023

compared with the same period last year, the revenue of Panhe scientific instrument in the first half of this year decreased by 28.33%, which was only 91.4156 million yuan. In the transaction valuation, it is expected that the revenue in the second half of this year will be 188million yuan. This means that in the second half of the year, Panhe Keyi needs to reverse the sharp decline and turn to a sharp increase of 205.67% compared with the first half of the year in order to achieve the hypothetical expected revenue target of the valuation. Is this revenue forecast reasonable and prudent

the evaluation result of this transaction is based on the assumption that Panhe Keyi's high-tech enterprise qualification can still be obtained, and the operating income is increasing year by year. Is it reasonable and prudent

share price trend of Tianrui instrument in the past year

data source: wind

does the acquisition target have sustainable profitability

Shenzhen Stock Exchange pointed out in the inquiry letter that according to the draft, the main products of Panhe scientific instrument are divided into four categories: monitoring system, pretreatment system, analysis system and consumables. The technical advantages are mainly reflected in the application development and system integration ability of the monitoring system and pretreatment system. The analysis system mainly provides customers with foreign instrument trade services

the researcher of investment Times noted that the draft indicated the risk of reliance on suppliers when describing the business risks of Panhe Keyi. The draft points out that the core modules of high-end products of Panhe scientific instrument are basically produced by foreign manufacturers. The core modules purchased from British markets and German LC tech are an important guarantee for the product and service quality and efficiency of Panhe scientific instrument, and also an important guarantee for the competitive advantage of Panhe scientific instrument industry

according to the data, in 2017, 2018 and 2019, the total purchase amount of Panhe Keyi from British markets and German LC tech accounted for 23.48%, 35.96% and 30.71% of the total purchase amount respectively. In the draft, Tianrui instrument said, "although it has a long history of cooperation and stable relationship with British markets and German LC tech, if the two companies stop supplying panheke instrument due to their own business reasons or political factors, it will have a significant adverse impact on panheke instrument."

what is the competitive advantage of Panhe scientific instrument? Is it sustainable profitability

based on the great dependence on British and German suppliers, the displacement moved by panheco instrument is proportional to the output Hall potential, and the concentration of purchasers is very high. According to the draft, in 2017, 2018 and 2019, the purchase amount of Panhe Keyi from the top five suppliers was 241million yuan, 165million yuan and 45.4201 million yuan respectively, accounting for 89.54%, 80.14% and 77.51% of the current purchase amount respectively

based on the fact that the proportion is close to 80% or even 90%, Shenzhen Stock Exchange raised the question whether pan hekeyi relies on the top five suppliers, and asked to supplement the safeguard measures taken by Pan hekeyi for the stability of suppliers

it is worth mentioning that, similar to the high concentration of suppliers, Panhe scientific instrument has a high concentration of customers. According to the data, in 2017, 2018 and 2019, the sales amount of Panhe Keyi to the top five customers was 190million yuan, 101million yuan and 32.8859 million yuan respectively, accounting for 56.09%, 35.72% and 43.32% of the current operating revenue respectively

associated with the relative concentration of sales customers is that Panhe scientific instrument has a large risk of accounts receivable. According to the draft, at the end of 2017, 2018, Wanhua chemical plans to have a net amount of accounts receivable of 51.6127 million yuan, 108 million yuan and 84.697 million yuan respectively at the end of 2025 and may 2019, of which the balance of accounts receivable at the end of 2018 increased by 111.34% compared with the beginning of the period. The data also shows that the book value of accounts receivable accounted for 35.84%, 52.89% and 42.13% of the total assets at the end of the same period, and the provision for bad debts was 3.3189 million yuan, 7.9986 million yuan and 7.0232 million yuan respectively

the mouse can be used to find out the force value and deformation data of the experimental curve point by point. Rui instrument said that with the continuous expansion of business, the accounts receivable of panheke instrument may further increase. Although the main downstream users

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