Love makes shares: 41 times times premium record or save interest delivery

This newspaper reporter Ninguan in the national economic structure adjustment big situation, the traditional enterprise also began the difficult transformation. Mergers, acquisitions of hot subject matter is the usual practice, according to the reporter understand, nowadays, the media entertainment plate is the most favored by the steel, coal and other enterprises. April 24, love to make shares (600652, shares bar) (600652) The general meeting of shareholders adopted a resolution, to be through the issue of shares and payment of cash combined way to purchase Liuliang, Delin, Dalian Chao Hao held a total of 100% of the time, from a single coal business to diversify business transformation. Reporter noted that in recent years, love to make shares of the performance of the year has fallen sharply, its latest release of a quarterly show, 2014 year of the first quarter of the company from surplus to loss. By contrast, the performance of the Nangju era has been much brighter. However, the company acquired a long time to buy a premium of up to 41, a A-share related mergers and acquisitions in the history of the highest record. The acquisition will add 1.161 billion yuan of goodwill, is the company's 2013 net profit of 259.7 times times, is a commitment to travel in the era of 2014-2016 years three years total net profit of 3.19 times times, there is a huge risk of impairment of goodwill. At the same time, the Nangju era took place in just two months, with two odd transfers of shares before the announcement of the takeover. Some investors have questioned that insider trading is involved. 41 Times Times Premium record April 24, love to hold shareholders general meeting, through the online gaming enterprise-Nangju era of the acquisition scheme, means that the coal will soon become the reality of the game. According to the company's April 4 Transaction Report (draft), the company's acquisition of the long period of 100% of the total equity premium of up to 40.86, the reporter statistics since last year, a share of listed companies to buy online games company (see table I), found the company's acquisition is so far the premium is the highest. Love makes shares before the main industry is coal, never involved in the field of online gaming, no business synergy can be said to the underlying company's premium even higher than the palm of the technology (300315, shares bar). For why such a high premium, in the evaluation report issued by Shanghai Dongzhou Asset Appraisal Co., Ltd., the reason is only two lines: "In accordance with the Income Law Assessment, the assessed unit under the above assumptions, the value of the total shareholders of all rights and interests of the value of 1,182,003,500 yuan, than the audit book Net worth 1,153,813,400 yuan, the value-added rate of 4092.97%. "For the 1.182 billion yuan price of the derivation process, the evaluation report is not given, so many investors can not be convinced." According to the disclosure of the value of public data reorganization goodwill impairment risk for the purchase of the subject of such a high premium, love makes shares in the report said, this is mainly because the network gaming industry in the future has a good development space, Nangju times business development, rapid increase in profit level, the overall business layout clear, competitive advantage is more obvious. According to the transaction report, the Nangju ERA Commitment 2014, 2015 and 2016 to achieve the net profit is not less than 100 million yuan, 120 million yuan and 144 million yuan. 2012Year and 2013, the Nangju period operating income is 65.33 million yuan and 203 million yuan respectively, net profit is 11.4 million yuan and 39.41 million yuan respectively. During the same period, the business income of the shares is 2.13 billion yuan and 1.86 billion yuan, net profit is 198 million yuan and 4.47 million yuan. Past good performance, as well as impressive performance pledges and profit compensation, seem to suggest that the company's acquisition of a long period of time is a "steady profit" business. However, the reporter also noted that the company's acquisition of the Nangju era after the completion of the company consolidated financial statements will form 1.207 billion yuan goodwill, compared with the new 1.161 billion yuan before the merger. Is the company's 2013 net profit of 259.7 times times, is the travel time promised 2014-2016 years three years total net profit 3.19 times times. The goodwill brought by a high premium acquisition often brings a large impairment risk to the acquirer, which is also prompted by the company's announcement. Therefore, the company's high premium acquisition of shareholders to protect the interests of the statement shows very far-fetched. More investors said that the higher the profit commitment is the wool out of the sheep. The transfer of share rights the reporter noted that in the love of the shares issued before the purchase of the draft, the Nangju era in a short period of two months, there have been two odd share transfer. Public information shows that the first time is February 8, Nangju Times held a shareholder meeting, agreed to Liu Jun the 30% equity (for the full strength International) transfer to a company called the World Star-Fai. February 13, the transfer completed the business registration. However, February 15, full strength International, Delin, Liuliang, the World Star-Hui is jointly signed the termination agreement, the world's star-owned 30% share of the 180 million yuan transfer to the Liuliang, and announced before the signing of the "investment Agreement" Void, the company into Liuliang and Delin each accounted for 50% of the shares. Reporter found that the world's star-Hui legal representative is Liu Jun, if it is the normal transfer of equity, why do you have to circle such a group? The second equity transfer is March 10, the company held a shareholder meeting, the introduction of financial investors Dalian Zhuo Hao Trading Co., Ltd., Liuliang will hold its 7.5% stake in the 88.5 million yuan transfer to Dalian Chao Hao. Under the restructuring plan, Dalian Chao Hao will receive 20.6776 million shares of shares as the price, and locked for 36 months. Dalian Chao Hao take Out is real gold and silver, finally get really is a pile of stocks. The second equity transfer than the first time only less than one months, the transfer price is 1.97 times times before this, and 7.5% of the equity value of 88.5 million yuan to calculate, the Nangju era of valuation happens to be 1.18 billion yuan, which is sold to love with the Nangju era to share the same price. Some investors reported to reporters that Liuliang and Liu Jun are brotherly relations, the actual control of Dalian Chao Hao artificial Liuliang. The reporter called the company, but as of the press deadline, did not receive any reply from the company. <z:\1325\ Terminator .jpg> Table A list of some listed companies ' acquisition of online games since 2013 the acquisition of the company acquired by the acquisition of companies and acquisition price premium multiples of the acquisition of the company's future net profit commitmentLove makes shares swim long time 100% equity 1.18 billion Yuan 40.86 2014-2016 respectively not less than 100 million yuan, 120 million yuan and 144 million Yuan star model Guangdong days Extension Information Technology Co., Ltd. 815 million Yuan 13.79 2013-2017, respectively, not less than 60 million yuan, 80 million yuan, 97 million yuan, 115 million yuan and 120 million Yuan Datang Telecom (600198, share bar) Guangzhou to play Entertainment Network Technology Co., Ltd. 100% shares 1.699 billion yuan 14.72 to play Entertainment 2013, 2014, The cumulative actual net profit at the end of the 2015 period will be no less than the current end cumulative forecast net profit data (600880, shares bar) roaming Valley 70% stake to 19.15 Yuan to increase 55.3525 million shares, total 1.03 billion Yuan 7 If the 2014 Roaming Valley net profit is not less than 120 million yuan, will be no more than 432 million yuan to acquire the remaining 30% stake in the palm of the technology Hainan mobile network pioneer 100% Equity 10.53 Yuan 23.48 million shares + 560 million cash, total 810 million Yuan 15.38 2013-2015, no less than 74 million yuan, 93 million yuan, 112 million yuan Beijing crab Technology 100% equity to 19.83 yuan set to increase 48.98 million shares + fundraising cash, the total 1.739 billion Yuan 28.13 2013-2016 respectively not less than 120 million yuan, 160 million yuan, 200 million yuan, 240 million yuan upstream information 70% equity to 19.83 yuan set to increase 17.59 million shares + fundraising cash, total 814 million Yuan 38.07 2013-2016 respectively not less than 75 million yuan, 125 million yuan, 156 million yuan, 190 million Yuan Plum umbrella (002174, shares bar) Shanghai travel information 100% Equity to 20.06 yuan/share 192 million shares, total 3.866 billion 38.66 2013-2016 net profit is not less than 286 million yuan, 387 million yuan, 451 million yuan, 522 million yuan Source: this newspaper according to public data collation