Sea Lung software swallowed 2345: The alleged rogue software Zhejiang Rich holding crazy set 200 million

In the 20 trading days after the spring Festival, the Sea Lung Software (002195) appeared 12 trading board, its share price rose more than 260%, the market value of more than 6 billion yuan. Before the rally, the sea Lung software has a series of "Big Moves": the plan to acquire Omron, Hui Sheng Entrepreneurship held some of the sea-lung software about 23.34 million shares; to be a non-public offering of shares in the way to acquire Shanghai 2345 Network Technology Co., Ltd. (hereinafter "2345") 100% rights and so on. The above action not only makes the Baoshuping software chairman and general manager of the company greatly enhanced the control, but also let another listed company Zhejiang Rich Holding (002266) mad earned more than 200 million yuan. And 2345, previously involved in piracy cases, its products are also referred to as "rogue Software", which has been given a value of up to 2.7 billion yuan also far beyond the imagination of people, caused the industry's great challenge. In fact, from the Zhejiang-rich holding in 2345, the latter's main business is regarded as the sunset industry, at the same time because of the impact of piracy cases, "2345 of the hope is not listed, this situation if not sold, can only be merged with another company restructuring." But in any case, internet companies in a share is rare, is still a good subject. "The project director of a venture investment agency in Shenzhen said. The 3-month-old, 200 million-year-long software has gone through a two-month-long suspension. But just before the suspension, the company's quarterly bulletin showed a serious decline in profits. October 19, 2013, the Sea Lung Software released 2013 quarterly, which shows that 2013 years ago three quarters, the company realized revenue 287 million, the year-on-year decline of 10.58%, the realization of the attributable shareholder net profit of 19.86 million yuan, down 61%. Because more than 70% of the software outsourcing business to Japan, but also trapped in the devaluation of the yen, human resources costs improve, sea-lung software business transformation imminent. Last December 20, Hai Long software released the "Offer Acquisition report summary" (hereinafter referred to as "summary"), in the two-month suspension process, the company's chairman and general manager Baoshuping in December 12 with Omron, Hui Sheng Venture signed the "Pre-acceptance Agreement", the plan to 15.06 yuan/ Shares offer to buy about 23.34 million shares of the two companies that hold the company's seamounts. "Baoshuping's offer is aimed at strengthening the control over the software," the summary said. "Moreover," the acquirer does not rule out the possibility of continuing to increase its stake in the company for the next year, in addition to the offer. "But why Baoshuping at this time node to improve control of the company?" The same is the December 20 last year, "on the planning of major asset restructuring notice," Given the answer, the company intends to be a private issue of shares in the way to buy 2345 100% interest, estimated at about 2.7 billion yuan. The acquisition was then dubbed "Snake Swallow" by the media. According to the annual report of the third quarter of 2013, the total assets of the third quarter of the year were no more than 482 million yuan, 2.7 billion yuan is 5 times times that number. So once the shares are issued 2345, its original shareholder will likely threaten Baoshuping status. Offer acquisition and reorganization of the double stimulation, on the January 16, 2014, the sea long software after the 9 consecutive trading board, and then after 3 trading, from 15 to 56 yuan near the high. In the process, another listed company, Zhejiang Rich Holdings also received huge profits. August 2013, the company and the actual controller Sun Yi jointly funded 760 million yuan to acquire "2345" 38% shares. By this calculation, 2345 is valued at 2 billion yuan. It is noteworthy that Zhejiang-rich holdings in the acquisition of 2345 last August, basically did not run the Internet business experience. According to the public information, as the leading domestic hydropower industry, is the first private hydropower listed enterprises, has been focused on the production of private hydropower equipment and services. 3 months later, in mid-December, the sea-lung software gives a valuation of up to 2.7 billion yuan. Zhejiang Fu Holdings and Sun Yi to 1.007 billion yuan to transfer the 38% shares to the sea lung software, once the transaction is completed can be "set up" 247 million yuan. Worth 2.7 billion? So how much is the 2345 worth of the two-dollar deal? Why can the valuation rise from 2 billion to 2.7 billion yuan in just 3 months, at a premium of 35%? In 2013, prior to the release of Zhejiang-rich Holdings, the industry had been rumored to have 360 plans to buy 2345 at $80 million (at the time, with a contract of 520 million yuan). Although this was eventually proven untrue, it was widely circulated that the 2345 valuation did not seem to be as high as 2 billion yuan. According to Zhejiang Rich holding the acquisition of 2345 shares of public information, 2345 mainly engaged in 2345 Web site navigation product development and operation, it has nearly 30 million PC users, to the number of users ranked third in the industry, after 360 web site navigation and Baidu's Hao123 Web site navigation 2345 Smart browsers and accelerated browser users over 10 million. In addition, the company also has 2345 software Daquan, 2345 good compression, 2345 to see the utility software such as Wang King. After hao123, 265, url navigation has no imagination space, belong to the sunset industry. "A Shenzhen brokerage analyst to The Times weekly reporter pointed out," and 360 have their own web site navigation, browser, Download Center, but also has a strong ability to open and promote software, the acquisition of 2345 Power is not big. and Zhejiang Rich Holding, it is more difficult to imagine the reason for its acquisition. "Last August, Zhejiang-Rich Holdings released 2345 unaudited earnings, June 30, 2013, the company's total assets of 95.4 million yuan, net assets of 46.57 million yuan, 2013 1-June operating income of 209.39 million yuan, net profit of 33.14 million Yuan." At the same time, the assignor promised 23,452,013 years, 2014, 2015 to achieve net profit is not less than 80 million yuan, 120 million yuan, 150 million yuan. "2013, half a year net profit more than 30 million, to reach the year 80 million, meaning the second half of the pressure to increase income." Again, according to 80 million yuan net profit to calculate, the valuation 2 billion yuan, PE is 25 times times, valuation 2.7 billion yuan, PE is 33 times times, put in the Internet industry level, this valuation is not high. "The project director of a Shenzhen Wind investment agency said to the Times weekly reporter. However, the industry generally questioned, "2345 no Input method, IM and other strong entrance, there is no outstanding profit model." It is hard to reach its declared profitability. "In this respect, 2345 Chairman and general manager Pandong had responded," 2345 is a eight-year operation of the site, with the first advantage, and has formed a 2345 Web site navigation, 2345 browser as the core products to 2345 good pressure, a lot of software stations, 2345 look at the map Wang a more complete product line of strategic products, and we also have a careful layout of mobile products. "Rogue Software" 2345 of the value of the Web site navigation and its browser, good pressure and other products, bought 2345, is equivalent to buy a tens of millions of users of the Internet portal. But to cling to the entrance, 2345 attracted a lot of criticism, even lawsuits. In 2012, Microsoft sued Shanghai Rui Chuang Network Technology Co., Ltd., refers to its unauthorized dissemination of its copyrighted computer software, to attract the actual number of clicks up to 32 million more than 100 million yuan, after the court mediation, compensation for 36 million yuan. In the case, the company was the parent of 2345. In the same year, November 17, 2345.com issued an apology statement, the infringement of Microsoft's computer software copyright to Microsoft caused huge economic losses and goodwill damage to the ACT expressed deep regret. It is noteworthy that the amount of compensation in the case was the highest in years of such cases, and the amount of compensation exceeded the company's total profit in the first half of 2013. In addition to piracy, 2345 is also accused of using "rogue software" to promote the way. Times weekly reporter found on Sina Weibo, many users pointed at 2345.com and its related software as "rogue". The main reasons are "2345 Tamper user Homepage", "2345 browser can not uninstall", "browser was 2345 hijacked" and so on, the relevant micro-blog content of more than 600. And in Baidu know such as questions and Answers website, also appeared a large number of users to help, such as "How to uninstall 2345" and so on. A person familiar with the situation said, "2345 uses an integral promotion model, encourages each kind of computer technician, the network management, the programmer sets their user's computer homepage to 2345 navigation." The more they are set up, the more points they gain, the more points they can buy for shopping or cash, which leads to the push of the hand, often without the user's permission to lock the home page at 2345.com. "Times weekly reporter on the 2345.com official website found that" set 2345 lifetime wage "banner, click on the top of the page to introduce:" The company registered capital of 63 million Yuan "," is the 2010 Shanghai World Expo Civilized activities to assist the Unit ", but the Web page pulled down is" money tips"," Install 2 each day, make 120 yuan a month, "the homepage as long as not be changed, users visit your daily promotion links, your daily wages more!" Although 2345 of PE does not look high, the Internet industry has a feature that does not invest in companies without concepts. The Golden Age of Web site navigation is long past, and by the impact of negative events such as piracy, 2345 of the hope of listing is not big, this situation if not sold, can only be merged with another company restructuring. But in any case, internet companies in a share is rare, is still a good subject. said the project director.