High-hung shares in the acquisition of Gao Yang Agile Control shareholders bypass profit 23 million

Every reporter liying yesterday (September 24), High-hung shares (000851, closing price of 8.58 Yuan) to disclose the increase in the acquisition of E-commerce Company High Yang Jiexun announcement and a duplicate.　　As the acquisition will bring the company's long-awaited Electronic Payment licence, yesterday High-hung shares "one" word trading, the whole day turnover rate of only 0.38%, the market reluctant psychological. "Daily economic news" reporter noted that the acquisition of Gao Yang, High-hung shares of the holding shareholder of the Institute of Telecommunications has played a "matchmaking" role, the specific performance: the Institute of Telecommunications two months ago to acquire about 31.756% of the company's shares, and then through this increase in this part of the stake transferred to the listed companies.　　In just a few months of "buy and sell", the Institute of Telecommunications has benefited more than 23 million yuan. The acquisition of transiting Bridge/High-hung shares announced that the plan to 7.65 yuan/share of the issue price of 67.7634 million shares, to acquire Gao Yang Jie Xun 63.65% of the shares.　　At present, the company has a 36.35% per cent stake in Gao Yang, the company will be the completion of the increase in sales, Yang Jie Xun 100% equity. Public information shows that June 18, 2013, High-hung shares and Gao Yangjie Xun some of the shareholders signed the "equity transfer agreement" to 169 million yuan to acquire Gao Yang, 26.41% of the equity. At the same time, the company also 100 million yuan in cash to the high Yang Jiexun to increase capital.　　The above equity transfer and capital raising were completed on July 26, 2013, and the company holds a 36.35% per cent stake in Gao Yang Jie Xun. It should be noted that the above equity transfer and the price of the increase is 54.70 yuan/registered capital, based on the evaluation of the Yang Jiexun to the evaluation of the base date of December 31, 2012 for the assessment report issued by GAO.　　The report's assessment of the Gao Yangjie 100% stake was 645 million yuan. However, High-hung shares in the previous announcement, expressed the hope that 2013 will be able to achieve high Yang Jiexun of wholly-owned holdings.　　However, due to the issuance of shares to the relevant party to raise funds to purchase assets may extend the company to achieve the holding of high Yang Jiexun time, the company decided to take the relevant party to buy Gao-jie-Xun shares in exchange for the company's equity, joint external forces as soon as possible to achieve the 2013 Gao Yangjie Xun Holdings goal Thus, July 20, 2013, High-hung shares holding shareholder telecommunications Science and Technology Research Institute (hereinafter referred to as the Telecommunications Research Institute) and its subordinate Enterprises Datang Venture investment, Hainan Fund and unrelated third Fang Banhan venture, and Gao Yangjie Express some shareholders signed an agreement, cash acquired Gao 34.45% of the shares, The purchase price is the same as the previous High-hung shares, 54.70 yuan/registered capital.　　And that part of the equity in this increase will be issued by listed companies "buy back". For the reasons for the phased completion of the acquisition, the company explained that Gao Yangjie fast business development is in urgent need of long-term and stable capital investment, it is necessary to introduce new investors to meet their capital needs; Meanwhile, the high Yang Jiexun former shareholders through long-termBusiness, there is the need to change the cash, therefore, in the process of acquiring high Yang Jiexun, which requires high capital investment, and the company's limited financial strength, in order to achieve the above goal, in the way of acquisition can only be the company to acquire a part of the equity and capital injection, other "bridge" subsequently by the other shareholders of the stake,　　Finally, the company issued shares to buy the other shareholders of the GAO Yang Agile shares.　　Shareholder profits exceed 23 million/High-hung shares of the holding Gao Yang Jie Xun quite "eager", take the Above "bridge" acquisition method is not difficult to understand.　　The daily economic news reporter noted that, as the "bridge" of this transaction, the controlling shareholder Telecommunication Research Institute and its affiliated enterprises Datang Venture capital, Hainan Fund and the third Fang Banhan venture have also gained a lot of benefits in the whole transaction process. According to the announcement, July 2013, "Bridge" Telecommunications Institute, Datang Venture Capital, Hainan Fund and Silverside, respectively, 195 million yuan, 20 million yuan, 20 million yuan, 20 million yuan price respectively achieved Gao Yang Jie Xun 26.35%, 2.703%, 2.703%, 2.703%　　Shares, the transfer price of 54.70 yuan/registered capital. In this increase in the acquisition of the transaction, with High-hung shares issued 67.7634 million shares to buy Gao Yang Jie Xun 63.65% shares calculation, telecommunications Research Institute, Datang Venture Capital, Hainan Fund and Silverside venture will be 28.0529 million shares, 2.8777 million shares, 2.8777 million shares, 2.8777 million shares,　　In order to increase the issue price of 7.65 yuan/unit calculation, the value of their shares reached 214.6 million yuan, 22.0143 million yuan, 22.0143 million yuan, 22.0143 million yuan. Reporter calculation found that, in the exclusion of silverside as unrelated third party, the company's holding shareholder Telecommunications Research Institute and its affiliated enterprises Datang Venture, Hainan Fund in July 2013 to invest in high Yang Jiexun costs amounted to 235 million yuan. And after the completion of this transaction, it will be able to obtain a value of about 258.6 million yuan in the company's shares, within a few months of "one buy and sell", the controlling shareholder can then obtain more than 23 million yuan of income.　　The benefit does not include the added value of the company's rising share price. Why is it that the holding shareholder's Gao Yang-Xun shares will be able to gain huge profits once they have changed hands in just two months? The reporter noted that this is related to the company's valuation of two times before and after the high Yang Jiexun.　　In the early period of the company to obtain 36.35% equity and "Bridge" acquisition of 34.45% Equity, the acquisition and increase the price of 54.70 yuan/registered capital, this pricing is based on the Gao Yangjie Xun 100% stake in the end of 2012 assessment results of 645 million yuan.　　And this increase, the company's acquisition price of 60.20 Yuan/registered capital, evaluation agencies to the valuation of July 31, 2013 as the basis for pricing, Gao Yangjie Xun 100% Equity valuation of 814 million yuan, before and after two valuation difference of about 169 million yuan to bring the "bridge side" of "turnover of profits." For the formerAfter two acquisition evaluation value differences, the company made a note: first, the company to Gao Yangjie rapidly increase the capital of 100 million yuan, Gao Yangjie fast net assets increased; second, high Yang Jiexun 2013 1 ~ July, the net profit achieved exceeded the previous assessment report.　　In addition, the differences in the value of the evaluation point of difference also result in the discount values. The market is also controversial about the company's explanation.　　Some analysts believe that the two-time assessment of the different timing, resulting in the assessment of price changes understandable; however, some investors pointed out that in this transaction, the controlling shareholder, since it is to help the listed companies to complete the acquisition of the "Bridge", in the course of the transaction should not be for their own profits, this is undoubtedly to the listed companies "to take" the suspicion. In response to this issue, the daily economic news reporter repeatedly called High-hung shares, but the company phone is always in a state of no answer.