Hing Source Filtration: Huge sums of money to buy related companies behind the doubt frequency

Red Weekly (blog, micro-bo) "special author of the law of the empty phase Editor's note: As a domestic filter system to provide filtration systems integration services for the characteristics of manufacturers and service providers, Hing-source filter (300266, shares bar) The issue of additional acquisitions although in the acquisition of a substantial performance commitment, But its poor performance in the first half of the year has made it feel that its promises are a bit of a "pie in the picture". At the same time, the listed companies in the 70 times-fold static valuation after the acquisition, it is also a sudden decline in net assets per share phenomenon, under the damage of all shareholders, large shareholders can consultation fee 1.5 9 times times Investment income, this normal? Hing Source Filter (300266) issued on September 3, "cash and issue shares to buy assets and raise supporting funds and related Transactions report," plan to 29.9 yuan for the price of the 11.3712 million shares, plus 20 million yuan in cash for the acquisition of water and the U.S. Environmental protection 100% Equity. From this calculation, the overall value of water beauty environmental protection will be as high as 360 million yuan. If the environmental protection in the first half of this year to achieve total net profit of 2.6555 million yuan, the annual only more than 5 million yuan of data, then its valuation will be as high as 70 times times. Despite the promise of an expensive performance in the takeover report, the water and beauty environment only in the second half of this year will achieve 26.67 million yuan net profit, equivalent to 10 times times in the first half of this year, but this "Gao" can be realized is unknown, and from the environmental performance of the past year of water and beauty is not easy to see, It makes people feel that the value of the bid is overvalued. Large shareholder consultation fee 1.5 time nearly 9 times times investment income according to the information disclosed in the acquisition report, Xing Yuan filtration major shareholder Xing Yuan holding in February 2013 to 21.6501 million yuan for the cost of water to the U.S. 51% equity. According to the valuation level of the acquisition, after only 1.5, after the large shareholder to inject the assets into the listed companies, the value of this part of the equity has risen to 183.6 million yuan, equivalent to 1 years ago the initial investment of nearly 9 times times. The crux of the problem lies in the fact that the environmental protection of the water beauty and the profitability of the environmental protection of water and beauty have been greatly improved. In the first half of this year to achieve business income and net profit to do the calculation, only 25.4565 million yuan and 2.6555 million yuan, compared to the year 2013 of 128.758 million yuan and 14.6413 million yuan, are far from half. Under such financial performance conditions, the big shareholder is still able to inject the high premium into the listed companies and earn a high return on investment, which is not to be questioned: if not the major shareholder of the listed companies, in exchange for other enterprises to buy water and environmental protection, but also accept the 360 million yuan price? At the same time, if the environmental protection of water is not the assets of major shareholders, will the source filter be silly enough to buy up to 70 times times the level of static P/E? In addition to the above unreasonable, water beauty environmental protection still has a lot of financial doubts, worthy of investor attention. Large-sum acquisitions will result in a plunge in net assets per share due to the listing company's source filtrationAnd the proposed acquisition of the standard water environmental protection is a major shareholder Hing-Source holdings of subsidiaries, so this acquisition belongs to the same actual control of the enterprise merger. According to the relevant accounting standards, hing-source filtration in the acquisition of water and the United States Environmental protection, will be the water and the United States Environmental protection of the book Net worth as the recorded value; the difference between the actual acquisition of the price and the Environmental protection book Net worth of water is unlikely to form a listed company's assets At the end of June this year to calculate, through the acquisition, Hing-source filtration will increase net assets, also known as the Water US Environmental protection book net assets of 49.3453 million yuan, at the same time the source filter will add about 12 million shares. Converted to the source of the acquisition of filtering, the new shares per share can only bring new net assets of 4.11 yuan. However, according to the financial information disclosed in this year's semi-annual report, Hing Source filter per share of net assets has been as high as 6.06 yuan, which means that the source filter in the acquisition of water in the United States Environmental protection, the net assets per share not only will not increase, on the contrary will be a substantial decline in the situation, this is conducive to protect the interests of all shareholders of listed companies Of course, this "all shareholder" should naturally exclude the large shareholder who has acquired huge investment, Xing Yuan Holdings. Deducted Sales contract According to the relevant information disclosed by the acquisition report, the contract amount of the water beauty environmental protection and the big customer "Jiangxi Li Wen Paper Co., Ltd." signed is 16.6 million yuan, and the completion date is June 2013, which means that both sides should have the amount of purchase and sale transaction. However, from the water environmental disclosure of the operating income of the composition of data, in 2013 only 12.7849 million yuan in sales to "Jiangxi Paper Co., Ltd." sales, compared with the contract amount of 3.8151 million yuan. The difference in amount is equivalent to 29.84% of the amount of water in the US, so it is clear that the margin cannot be explained by the tax adjustment for VAT sales. So what is the reason for the environmental protection of the water in the United States for the major customers, "Jiangxi Li Wen Paper Co., Ltd." to achieve sales revenue, significantly lower than the two sides signed the purchase and sale of the contract? Is the water beauty environmental protection less part of the operating income, or the disclosed sales contract amount is false? Contradictory related transaction data due to the environmental protection of water in the United States before the acquisition of filtering, two companies belong to the same actual control of the investment of the "brothers" company, so the purchase and sale transactions between the two parties belong to the category of related transactions. The water of the United States Environmental protection is hing-source filter Money acquisition, the actual control of the profit is quite abundant, but also make the water and the United States Environmental protection and the source of the previous links between the relevant transactions more interesting. However, this is a very important financial information, the environmental protection of water and the United States there are obvious contradictions, it is puzzling. According to the purchase report disclosed by the water beauty Environmental procurement information, water and the United States Environmental protection in the first half of 2014 to Hing-source filtration procurement of 1.5897 million yuan plate-frame dewatering machine. However, according to the Environmental Protection Audit report on the same day disclosed in the water beauty of the relevant transaction information shows that in the first half of this year, the water and the United States to the source of environmental protection of the purchase amount is up to 1.7274 million yuan, the amount appearshas increased markedly, with an additional 137,700 yuan, equivalent to 8.66% of the purchase amount mentioned in the acquisition report. It is clear, then, that the factors that lead to discrepancies in the procurement data are unlikely to come from VAT input tax, which is up to 17% of the tax rate. This can also be obtained from the 2014.5 Annual report of the source filtration disclosed, according to the relevant transaction data disclosed in the semi-annual report of the company, The amount of sales to the environmental protection of water is also 1.7274 million yuan, which is in full agreement with the amount stated in the Environmental audit report of the water and beauty this is determined to be a sales amount that does not contain VAT; At the same time, according to the source of filtering semi-annual information, the two sides not only on the transaction amount did not agree, and even the two sides of the purchase and sale of the contents of the goods have also changed, from the water and the US environmental purchase The "Plate-frame dewatering machine", which is referred to in the book, has become the "filter press" in the audit report of Xing-yuan filtration. The key issue is that the only relevant parties to the environmental protection of water and the United States procurement of financial information, in the acquisition report and audit reports are completely two versions. And the water to the United States to sell environmental protection is the source filter parent company, it will not be because of the difference between parent and subsidiary company Statistic Caliber, and the environmental protection of water beauty has already been acquired by Xing Yuan Holdings in early 2013, promoted to the related party of Hing Source filtration, and naturally will not be the related transaction amount adjustment caused by the related transaction. In a word, it is difficult to find reasonable reasons to explain the related purchasing data of environmental contradictions of water beauty. This apparent discrepancy in data disclosure has been so exposed to the two important documents of the takeover report and the audit report that it is indeed a matter for the people of the Philippines. Behind this is water and beauty. Environmental purchase Information This is a mess. Even the procurement data disclosed in the acquisition report is not true, or is it just a low-level mistake left behind by the source filter and its financial advisor Citic Investment securities? I'm afraid this can only be explained and clarified by listed companies.