On November 14, 2011, Lisichen’s issue of shares to purchase assets was conditionally approved by the China Securities Regulatory Commission. According to the merger and reorganization plan previously released by Li Sichen, the company plans to purchase the shares held by natural persons Zhang Min, Chen Yong, Zhu Wei, Pan Fengyan and Shi Jinsong by issuing 15.8858 million shares to specific objects at a price of 18.57 yuan per share. Youwang Technology has a total of 100 shares, priced at 295 million yuan.
Youwang Technology’s business is developing rapidly, and its profitability is increasing year by year: Youwang Technology’s revenue in 2009 was 46.4633 million yuan, a year-on-year increase of 56.74. The gross profit margins from January to August in 2008, 2009, and 2010 were 20.26 and 33.15 respectively. and 28.11, the gross profit margin has increased year by year. We judge that the main reason is that in recent years, with the improvement of the company's software research and development capabilities and electronic imaging solution development capabilities, the proportion of scanning equipment sales has declined year by year, and the company's main business has gradually shifted to electronic imaging. Solutions and services business transformation.
The advantage of the acquisition is to build a complete document life cycle management: The complete document life cycle includes the generation/collection of documents into electronic documents, the corresponding issuance, storage, retrieval, and flow according to the process to achieve information management and* **Enjoy, and finally output through printing/copying/electronic filing, etc. Throughout the entire cycle, the value generated by the file in other links is usually higher than the output link of the file. The company's document management outsourcing service is a local leader in the document output link, while "Youwang Technology" is a local leader in the document input link. After this transaction, the company will have the ability to provide customers with relatively complete office information system services from file (image) input, to file (image) management, to file (image) output. At the same time, it will greatly promote the company's business to other file Extension of life cycle links.
The customer service of the acquisition is broad and deep: Youwang Technology’s customer base is mainly concentrated in financial companies, government agencies, and large group companies; the company’s customer base is mainly concentrated in government agencies and large companies For enterprise-level customers such as public institutions, the customer groups of both parties are highly similar. This acquisition will help the company expand the breadth and depth of its customer business, from the original document business to the document imaging business, and from the original output business to the input business. We believe that in the future, the company and Youwang Technology can cross-sell in the process of providing services to customers, which will help further increase the company's market share.
What is worth noting is that the terms of the profit commitment imply a gambling agreement. Li Sichen gave Youwang Technology a high premium - the book value of Youwang Technology’s net assets on the acquisition base date was 40.92 million yuan. , while the equity appraisal value given by China United Appraisal is 295 million yuan, a premium of nearly 7 times. Although at the beginning of the acquisition, the five natural persons of the acquired party had promised not to have any relationship with Li Sichen, in fact, Li Sichen and the two bosses of Youwang were alumni of Tsinghua University.
Youwang Technology promises that performance growth will bring good returns to all shareholders of the listed company: Youwang Technology shareholders have made a performance commitment: the net profit after deducting non-recurring gains and losses from 2011 to 2013 will not be less than 2340. Ten thousand yuan, 30.42 million yuan, 39.55 million yuan. If the promised annual performance does not reach the promised profit for that year, the existing shareholders of Youwang Technology will compensate the company for shares, that is, the company has the right to repurchase the subscriber at a total price of RMB 1 yuan. The equity in the company received as a result of this offering. The promise of performance growth not only enhances the enthusiasm of the acquiree, but also protects the rights and interests of the acquirer's original shareholders.
The acquisition price is relatively reasonable: calculated based on the net profit promised by Youwang Technology Bridge in 2010 of 16.5 million yuan, the current issuance price of 18.57 yuan/share, and the number of issuances of 16,047,388 shares, the acquisition price corresponds to The PE of Youwang Technology's 2010 performance is 18 times.
Assuming that the performance promised by Youwang Technology is fully up to standard, it means that the revenue growth rates in 2011, 2012, and 2013 are 41.82, 30, and 30 respectively. Considering the current valuation level of the entire software sector, we believe that the acquisition price is relatively reasonable.
Risk analysis: After the completion of this transaction, the company's net assets will increase significantly, resulting in an increase in net assets per share and a slight decrease in return on net assets. This transaction will also result in a large amount of goodwill appearing under the assets of the company's consolidated balance sheet, which may have an impact on future earnings.
Profit forecast: Assuming that the acquisition is successful and Youwang Technology is consolidated in 2010, the company's earnings per share from 2010 to 2012 are expected to be 0.44 yuan, 0.67 yuan and 0.94 yuan respectively, giving a "recommended" rating.