60 million purchase of track assets into a meager profit business Zhejiang Haina performance Commitment "Serial sets"

June 11, the Zhejiang Haina announced that the company will invest 60 million yuan to acquire Zhejiang Zhejiang Great Network New Group Co., Ltd. (hereinafter referred to as "the new group") wholly-owned mass Transit Engineering Co., Ltd. (hereinafter referred to as "the" "public-hop track") 100% of the equity, net new group holding listed company Zhejiang Big Network New (600797.　　SH) is the controlling shareholder of Zhejiang Haina, which has just been withdrawn from "special handling" (ie st).　　In this way, the former has been through directional additional transformation of mechanical and electrical business of the Zhejiang Haina hope through this acquisition into urban rail traffic signal system and other related businesses.　　However, the two-tier market investors chose to vote with their feet, the same day, Zhejiang Haina fell 7.4%, 12th affected by the adjustment of Zhejiang Haina again fell 5.57%, the report closed at 22.56 Yuan. A puzzling acquisition by Zhejiang Tianjian issued by the audit report shows that　　A 2008-year loss of 8.773 million yuan, a loss of 5.5366 million yuan this January-May, the cause of the loss is a long track project early investment and income recognition lag, which led to some of the project around the upfront costs and three costs can not be matched digestion. However, according to the evaluation report provided by Zhejiang Diligence Asset Evaluation Co., Ltd. (hereinafter referred to as "Zhejiang Diligence Letter"), finally, the evaluation agency concluded that "the valuation value derived from the income method can scientifically and reasonably reflect the total equity of the shareholders," and that the 100% stake in the combined track was also evaluated at 60 million yuan.　　This value compared to the Zhejiang Tianjian Audit report as at the end of May this year, the company's net assets of 22.8826 million yuan premium of 162.2%.　　Although Zhejiang Haina said the associated transaction will enhance its profitability to ensure the company's sustainable development, but the reporter from Zhejiang diligence in the assessment data found in the four or five years after the public-linked track of the public companies can bring a very limited profit. Despite the gradual increase in revenues from the 340 million yuan in 2009 to 950 million yuan in 2013, the company's net profit is woefully low. 2009 6-December is expected to be a net profit of 11.6454 million yuan, and 2010-2013 net profit is 8.5631 million yuan, 9.5547 million yuan,　　10.5992 million yuan and 11.6144 million yuan, in the completion of the acquisition of 4.5 of the time after the total net profit generated only 51.9768 million yuan, if the 2009 1-May 5.3366 million yuan loss, 2009-2013 consecutive 5 years of net profit generated only 46.6402 million yuan.　　In other words, Zhejiang Haina in the current cost of 60 million yuan to buy the mass-track company in the next 4.5 of the time will only be able to bring the listed companies 52 million yuan net profit. Not only that, after the completion of this transaction, Zhejiang Haina will also raise funds to increase the share of the track (registered capital from 30 million to 200 million yuan) so that it has the ability to bid independently; At the same time, the public and the track will also set up a Hong Kong subsidiary to carry out foreign partial trackThrough business. It is worth mentioning that, January 16 this year, the Ansaldo and the United States International Company signed a "Train automatic Monitoring System (ATS) and interlocking control products technology Transfer Agreement" framework agreement.　　On the May 25 of this year, the company agreed on the amount and payment schedule of the agreement, the total contract price of 33 million U.S. dollars, as at the end of May, the public-united track has not yet paid the relevant technology transfer fees. Only the above two items if all with own capital investment, then Zhejiang Haina completes the income to also raise nearly 400 million yuan to put in the public to integrate the track.　　If the additional capital allows other funds to enter, profits will be further diluted.　　The ingenious performance pledge arrangement as early as the Zhejiang Haina through the directional additional method buys the net new group to hold the electromechanical assets at the same time on the clear pledge, the company will before June 30 "will the rail transportation class assets or the business by the compliance way injection Zhejiang Haina". April 3, the SFC merger and reorganization Committee approved the conditions through the Zhejiang Haina Directional Additional acquisition of assets of the scheme.　　Two weeks later, the company received the approval documents of the CSRC and exempted from the new offer of the Zhejiang Grand Net.　　In response to the performance commitments made in the targeted issuance programme, the company's financial advisers and sponsoring agencies said in their April 30 verification that because the programme failed to be implemented in 2008, the new group did not need to append cash to the company's 2008 performance failure to meet its commitments. However, the company's commitments in 2009 and 2010 remain valid,　　That is to inject the net of new electromechanical 2009 net profit is less than 44.1964 million yuan or 2010 net profit of less than 48.0766 million yuan, or Zhejiang Haina 2010 year net profit is less than 86.9304 million yuan, then the plan promised 10 million yuan cash still append.　　April 30 this year, the suspension of more than a year of Zhejiang Haina Duplicate licensing and implementation, including directional additional shares of the reform program, the company's business scope from the original single semiconductor energy-saving materials to expand energy saving and emission reduction and rail transport business for the main battalion's large electromechanical business. From the next day after the 10 trading days, Zhejiang Haina's share price climbed from 16.59 yuan to 25.23 yuan, up to 52%.　　After that, the company's share price began to consolidate for nearly one months. According to the company's previous performance commitment,　　The company's 2009 net profit will reach 86.9304 million yuan, in accordance with the completion of the reorganization of the 139.52 million shares of equity calculation, the average earnings per share (EPS) will reach 0.62 yuan, to June 12 the company's closing price of 22.56 Yuan, the company based on the 2009 earnings of the earnings ratio has reached 36 times times. In the June 11 announcement of the acquisition of rail transport business commitments, the company said that if the three fiscal year in 2009-2011, the actual cumulative earnings of the total amount of revenue forecast of less than 24.7157 million yuan, the difference will be the new group in 2011 Annual report published in cash orOther compliance methods are free of charge. "From the two-time commitment to asset injection, the design is more ingenious."　　"A recent study on the adequacy of Zhejiang Haina told reporters. First， About this year's performance commitment is no less than 86.9304 million yuan, net new electromechanical business net profit is not less than 44.1964 million yuan, then the remaining part of the profit is relatively elastic; second, the net profit of the net new electromechanical 2010 is not less than 48.0766 million yuan, but the net profit of the listed company has no corresponding promise, so even if the profit declines will not chase the cash; Road traffic is only a commitment to the total net profit of the last three years, but also has no overall commitment to the net profit of the listed companies after the second two years, which makes the company has a greater profit adjustment space. ”