The case of "high premium" acquisition of listed companies frequently appears

Recently, the "high premium" acquisition case of listed companies appeared frequently. Companies such as Fu'an and Sanfu New Sciences have attracted market attention due to high premium acquisition of target assets. In addition, many companies such as Beiqing Ringneng and Lukang Biochemical were supervised for inquiry for high premium acquisitions. Judging from the inquiry content, the regulatory level mainly focuses on the reasonable acquisition of high premium acquisitions of listed companies; whether there is a benefit transportation; whether it will damage the interests of small and medium shareholders.

Fuden recently announced that it plans to acquire affiliated assets at 11 times premium and enter the graphization processing industry of lithium battery negative materials. The company plans to purchase 100%equity of lithium battery negative graphite assets held by related parties, and evaluate the value -added rate of 1146.21%. On August 16, Fu'an announced that the company held a briefing on asset acquisition matters on the 15th, and answered questions such as valuation rationality that investors pay close attention to the valuation rationality.

Fuden shares said that the reason for the high value -added rate of this transaction is that the target company has a short time and less accumulation of its own operation, resulting in a lower amount of net assets. On the other hand, the target company is still in the stage of production capacity construction. At present, 40,000 tons of graphite production capacity has been completed. At the end of 2022, 60,000 tons will be formed. At the end of 2023, the overall capacity will reach 10 to 120,000 tons. Therefore, from the perspective of the operating status of the target company and the development stage, the results of this evaluation have rationality and fairness.

In addition, companies such as Op Optoelectronics, Beiqing Ringneng, and Lukang Biochemical have attracted regulatory attention due to high premium acquisitions. Opu Optoelectronics has 5 times the acquisition of 40%of the equity of Changguang Aerospace, which has attracted the attention of the Shenzhen Stock Exchange. Opu Optoelectronics recently announced that the transaction plan intends to adjust the transaction plan will be adjusted from the issuance of shares and payment of cash purchase assets to cash acquisition. However, the company received a letter of attention after the plan adjustment. The Shenzhen Stock Exchange requires the company to explain the reasons and rationality of adjusting the acquisition method, the reasons for not adjusting the evaluation benchmark date, and the rationality of the high value -added rate. According to the revenue method, the value of the assets of the target assets of the target assets reached 543.77%.

In response to the company's issue of the target company of over 40 times, Beiqing Ring was able to reply to the Shenzhen Stock Exchange's attention letter in early August. According to the announcement, Beiqing Huanneng plans to acquire 100%equity of Tianjin Bihai Environmental Protection, and obtains the target company and its subsidiary Tianjin Defeng Lisheng solid waste treatment Co., Ltd. The evaluation value of value is 4074.04%. Earlier, the Shenzhen Stock Exchange required the company to disclose important evaluation parameters such as value analysis principles, calculation models and discount rates used in detail, and expected important evaluation basis such as annual income or cash flow. The reasons for the higher rate, whether the transaction price is fair, and fully remind the risk of evaluating higher value -added.

Beiqing Ringneng replied that during the evaluation process, this evaluation income method not only considered the assets of the evaluation unit's account, but also considered the favorable support for domestic and foreign policies to increase the production capacity of the acquisition. Essence In the expected future, the assets of the target have sustainable profitability, so this evaluation has a large value -added compared to net assets.

Lvkang Biochemical's 6x premium acquisition of losing photovoltaic companies has also caused heated market debate. The company closed the Shenzhen Stock Exchange's follow -up letter on August 3, and has now applied for an extension of the reply. The announcement shows that the company plans to acquire 100%equity of Jiangxi Weike, with a premium rate of about 632%. The underlying asset Jiangxi Weike's main film composite materials and photovoltaic supporting components were developed, produced, sold, and installed. In 2021, the loss was 6.6374 million yuan. From January to April 2022, it lost 6.886 million yuan, and the asset -liability ratio reached 92%. In this regard, the Shenzhen Stock Exchange requires the reasons and necessity of the company's biochemical instructions in the case of a loss of asset performance and high asset -liability ratio; whether there is a situation in which the stock price is catered to the stock price of hot spots.

Industry insiders pointed out that in the acquisition of assets, listed companies should try to avoid the acquisition of "high quality and price", and the valuation needs to be cautious and reasonable. The hidden risks behind the high premium mergers and acquisitions. If the performance commitment of the target company does not meet the standards, and huge amount of goodwill impairment "hangs", it may adversely affect the future performance of listed companies. On the other hand, high -premium acquisitions do not rule out the suspects of benefit delivery, and investors must be cautious.

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