China military photoelectric natural person empty gloves White Wolf high premium acquisition loss of assets

This Thursday, the military photoelectric release announced that the acquisition of natural persons Jiang Ying held Beijing Pudan Photoelectric Technology Co., Ltd. (hereinafter referred to as "Pudan photoelectric") 30% of the equity. However, it is surprising that Jiang Ying to use the transfer of shares of the military to pay for the Pudan photoelectric registered capital investment.　　And as high as 242% of the premium rate of the acquisition price, let Jiang Ying perfectly realize the empty glove white Wolf.　　Transaction payment Four steps away September 2, the military photoelectric Bulletin said, the company to 55 million yuan price by the natural person Jiang Ying held by the Beijing Pudan Photoelectric Technology Co., Ltd. (hereinafter referred to as "Pudan photoelectric") 30% of the equity. According to the agreement signed by the two sides, the Jiang Ying to pay the transfer money, divided into four steps: In the near future to the transferee Jiang Ying pay 19.47 million yuan, the remaining 35.53 million yuan will be divided into three years to pay; the first phase of the profit commitment to cash (that is, 2010 profit of 2.46 million Yuan promised cash) The transferee pays the equity premium of 19 million yuan; the second period of profit commitment (that is, 2011 profit of 16.75 million Yuan promised to cash), the transferee of the transfer party to pay the equity premium of 10 million yuan, the third period of profit commitment (that is, the 2012 profit commitment to cash),　　The transferee pays the balance of the premium to 6.53 million yuan.　　At the end of 2013, the target company will not be able to complete the total profit commitment target of 2010-2012 three, and the remaining equity premium shall not be paid by the assignee. Empty gloves White Wolf such a seemingly ordinary transaction is actually not normal.　　Public data show that the registered capital of the Pudan photoelectric is 50 million yuan, but the paid-in capital is only 37 million yuan: the large shareholder holding the company's 62% stake Jiang Ying should have contributed 31 million yuan, the actual contribution is only 18 million yuan, so the paid-in capital of Pu Dan Photoelectric is less than the registered capital of 13 million yuan. The agreement stipulates that the Jiang Ying of the transferee will pay the first payment of RMB 16 million yuan to the transferring party, Jiang Ying to complete the capital injection obligation of 13 million yuan. After this 15 working days, the military photoelectric will be the remaining 3,470,001 sex to pay to Jiang Ying.　　In other words, that is, Jiang Ying got the transfer of the shares of the military photoelectric, to repay him should be paid to Pudan photoelectric 13 million yuan registered capital, so that he can make a net profit of 6.47 million yuan. High-premium takeover announcements show that Pudan photoelectric was founded in June 2008, so far the continuous loss, the company 08, 09 net profit of 960,000 and 2.85 million respectively.　　As at December 31, 2009, the company's owner's equity is 53.52 million yuan. If according to the owner equity to calculate, 30% Pudan photoelectric Equity's corresponding 16.06 million yuan. And the Chinese military photoelectric cost 55 million yuan from Jiang Ying hands to buy its 30% stake, equivalent to a premium of 242%. Even if three years later, Pudan photoelectric can not complete the agreed profits and make the military photoelectric does not need to pay 35.53 million yuan, before19.47 million Yuan is also a premium of 21.23%, relative to 30% of owners ' rights. From the company since its establishment, the major shareholder Jiang Ying actually contributed 18 million yuan. In the case of actual capital contribution, Jiang Ying should have an equity stake of 36% per cent. But on the one hand, he owed the Pudan photoelectric 13 million yuan of registered capital, but actually has a 62% equity. Once the transfer is successful, Jiang Ying will make a net profit of 24 million Yuan plus Pudan photoelectric 32% equity.