Lith The first venture board acquisition 295 million yuan to the friend Net technology

November 15, Li-Chen issued shares to purchase assets of the Securities and Futures Commission has been qualified to pass. 16th afternoon, the reporter walked into the Putuo road in the Gototimes office building, this is not located in the bustling downtown and slightly remote.　　It seems that the company is not big enough, the office is about forty or fifty people, one staff said, this is only one of them, there are several branches across the country. "Friendship" trading premium of nearly 7 times times when asked about the progress of the acquisition, the staff said they did not know, she told reporters: "Chairman Zhang is not in the company, general manager Chen Yongzheng in a meeting, the contents of the meeting and the acquisition is not related to, but the daily rules." "The acquisition dates back to a year ago. September 15, 2010, Li Chen for planning major matters suspension, November 4, the company and the natural person Zhang, Chen, Zhu Wei, Pan Feng, Shi Jinsong signed the "Share purchase assets of the framework Agreement." According to the agreement, Li-Chen intends to purchase a 100% stake in Shanghai friend Net technology held by natural persons Zhang, Chen, Zhu Wei, Pan Feng and Shi Jinsong by issuing shares to specific objects.　　After the completion of the transaction, network technology will become a wholly-owned subsidiary of Li-Chen, and the price of the underlying assets not exceeding 298 million yuan.　　The majority shareholder of network technology is Zhang, although at the beginning of the acquisition, the 5 natural persons of the acquired party have promised: I and Beijing Li-Chen Technology Co., Ltd. and its shareholders and directors, supervisors and senior managers do not have any relationship, but in fact, Li-Chen and friends of the network of two CEOs is Tsinghua University alumni. Look at the purchase price: Friends NET technology acquisition of the benchmark day net assets book value of 40.92 million yuan, and the evaluation of the equity evaluation given by the value of 295 million yuan, a premium of nearly 7 times times. This acquisition, Li Chen adopted is directed additional, and did not use a cent of cash.　　But the reporter learned from the days of congenial, the total amount of up to 295 million yuan in the price, or on the high side, there are certain risks in the future. Hard to gamble on the fall of the stock price Li-chen Buy Friends network technology, because it is the first gem of the new issue and for the market concern, this seemingly uncomplicated mergers and acquisitions, but delayed a whole year to be approved. In this respect, Li-Chen Securities Affairs representative Ding Wenjuan said: "We have to buy time to drag longer, mainly because the underlying assets involved in asset audit and so on, and we reported to the SFC when there is feedback, and then ran into a semi-annual report, and half a year to pass the past, not to say that the acquisition of the actual obstacles encountered.　　"The other notable thing about this acquisition is that the terms of the profit promise imply a gambling agreement, which gives a high premium to networking technology but also locks in the number of performance risks." According to the additional draft: 2011 Audited after-tax net profit is not less than 23.4 million yuan, the 2012 after the audit of the net profit is not less than 30.42 million yuan; 2013 years is not less than 39.55 million yuan, if the actual profit is lower than the above commitments, according to the relevant provisionsCompensation。 The two sides signed a profit forecast compensation agreement of 7: If the company fails to achieve the target, the Subscriber shall make a share compensation to the issuer, that is, the issuer has the right to repurchase the shares acquired by the Subscriber at the price of $1 and, at the expiration of the commitment period, the issuer will carry out impairment tests on the underlying assets;　　Friend Network science and Technology special Audit report and impairment test results after the formal issuance of 10 working days, the issuer shall determine the total number of shares to be compensated by the subscribers during the year of commitment, and if the subscriber's holding of the shares is not sufficient to fulfill the obligation of compensation, the shortfall will be compensated by the 5 directors and Chi Yanming of the issuer.　　The supplemental agreement is similar to the recent HTC acquisition of the Shanghai Bai Gold, which is also a 7 times-fold premium, as well as profit compensation, share buybacks. At present, the Li-Chen two-level market is about 13 yuan, the complex right price has been approaching 18.57 yuan of additional prices. In the afternoon of 16th, the reporter dialed Zhang's phone, Zhang said: "We do not care about the stock price of the two market."　　When asked by the Friends of the network technology profitability can be independent of the IPO, why do you want to sign a seemingly draconian agreement on gambling? Zhang responded: "We have already responded to this problem in a professional situation before, and in addition, we have a special meeting of Dong-Chen to explain this." [Page] Industry synergy effect remains to be seen. Founded in 1999, Friends of the network technology, 2010 net profit of 16.68 million yuan, the past few years have maintained a rapid growth in 2009, 2010 turnover rate of 56.7%, 96.8%, and the net profit growth rate of 204.3%, respectively, 87.4%. From the main business structure, the company's major businesses from the industry application-type imaging solutions and services revenue, rather than relying on scanning equipment sales.　　Reporters from the days of congenial to understand: Li Chen has said that the market currently 90% of the relevant income from the front-end is the input of the file, the output of the business only occupies 10%. To compare the performance of Li-Chen listed since 2008 net profit of 36.7583 million Yuan, 2009 48.0067 million Yuan, 2010 60.5962 million Yuan, the first three quarters of this year completed net profit of 41 million yuan, has maintained about 30% of the growth rate, but from the report data, The amount of cash in the profits has been reduced year by year.　　Ding Wenjuan said that this is the characteristics of our industry, the early stage to have all the input of personnel, but the relative existence of income lag. Yi Hai Investment consulting Company believes that the two will produce a greater synergy value: From the business synergy, Li Chen and Friends of the network technology customer base similar to the government agencies, large enterprises and institutions such as enterprise-level customers, customers within the procurement decision-making departments, decision-making processes are similar. Not only that, the two sides of the business has a high degree of relevance, Li-Chen and Friends of network technology focus on the output of documents and input links, belong to the different aspects of file management. After the merger, both parties can share market information and customer resources, cross-selling. LithChen will realize the extension of the original Office information System services, at the same time to provide customers from the file (image) input, to file (image) management, to file (image) output of the more complete office information System Services, help the company to provide customers with more comprehensive, rich and integrated services. But it remains to be seen how much of a synergistic effect.　　After all, the industry has a larger company in the business of doing file input, such as Letter Sunyard, and Chen to vigorously expand the banking market share relatively stable, I am afraid it is difficult to have a substantial growth.　　Q&a q= "Huaxia financial" a= Li Chen Dong Huating Q: Li Chen this choice to buy friends network technology is the main purpose? A: Before Lith Chen's main business is the document service life cycle output, friend Network Technology (hereinafter called Friend Network) is in the input, they have a certain advantage in image input. After the acquisition, the Friends of the network will continue to extend the input end, the end of the output will be upstream derivative, so as to form a full document lifecycle.　　This is also the strategic goal before the company goes public.　　Q: This Li-Chen mainly through the issue of shares to buy friends network technology, can you introduce the original intention of such consideration?　　A: The main or hope that the two sides can be tied more long-term, since both sides are optimistic about the future development of space, then this way is the most suitable acquisition.　　Q: Before the company announced that the acquisition of the existence of the gambling clause, can you introduce the original intention of the establishment? A: It is necessary to gamble on such a large deal.　　We still want to give the network some pressure, and this is not too difficult for the current performance of the You You network, this is to better protect the interests of listed companies.　　In November, when the q:2010 submitted the purchase application, the net valuation was about 295 million, and the company's third quarterly report of 2011 showed that the total value of 834 million, the total purchase price accounted for almost 35% of the overall assets, whether there is a risk? A: Future cooperation will not only be limited to the stock market, or more optimistic about the two companies after the increase in the market, at present, the network is likely to stimulate the company's future performance.