Rivers create more than 1.2 billion bridal-drop-equity pricing groin

It was a huge acquisition, but the pre-high and low pricing doubts inevitably. July 16, the suspension of nearly 1 months of river creation (market, interrogation) issued a notice, to increase the way to buy a Hong Kong source decoration 26.25% Equity, the total transaction of 474 million yuan (1% shares of 18.06 million yuan). As early as this year, the river has increased the creation of a 38.75% stake in the Hong Kong source decoration, a total of 755 million yuan (1% shares of 19.48 million yuan). More than 1.2 billion dowry wedding curtain wall company to face more "lining" Rivers create the disclosure of the additional unit price is 13.92 yuan shares, compared to the close before the closing premium of 5%, is expected to issue 34.0543 million shares, the total transaction of 474 million yuan. And the acquisition of the Hong Kong-source decoration 26.25% stake in the urban construction group accounted for 21%, Wangbo accounted for 5.25%. This is not the first time a river has been created for the port source decoration shot. This January, the river to create a purchase of Qian long investment (after the name of the river created) 100% of the equity, and then through the investment of Guizhou and Liuzhou Holdings of 12.5% of the stock, acquisition price of 185 million yuan. March, the listed companies also through the river to create an exhibition to the source of decoration increase of 570 million yuan, the proportion of shareholding increased to 38.75%. "Gold Securities" reporter simple calculation found that if the steady increase in the implementation of the river will be created through the assignee, increase capital, the "trilogy" to complete the control of the Hong Kong source decoration, holding the latter a total of 65% of the equity. The acquisition costs more than 1.2 billion yuan, including 755 million yuan in cash and a value of 474 million yuan equity. 2012, the establishment of rivers to achieve the ownership of the parent company's shareholders net profit of 478 million yuan. The company said that, compared with the curtain wall business, the construction cycle of the internal operation is short, the settlement and the fast, the inventory pressure is small, occupy less funds, so the financial will also be conducive to the stability of the river to create cash flow, ease the accounts receivable pressure, improve the income scale and profitability. If the curtain wall is face, inside is the lining, in the river creation view, after the transaction completes, the company's operating income and belongs to the parent company owner net profit to have the big increase, anticipates the inner pack business future will become the company new income and the profit growth point. According to the plan, 2010-2012, the composite growth rate of revenue and net profit of the source decoration business was about 30%. From 2011 to the first 5 months of 2013, the net profit of the Hong Kong source decoration was 101 million, 132 million and 68.53 million yuan respectively. Institutions do not buy to flee "Thumbelina" earning ability unexpectedly odd difference on the surface, the source of decoration revenue and net profit growth is good, rivers to create this merger is not a disadvantage, but the two-tier market is reacting violently. In just two weeks after the flop, the stock plunged about 30%, behind the frantic exodus of institutions. "Gold securities" reporter noted that the river was created July 16, 19th, 22nd are billboard, and the agency to sell the strength of daily enhancement, 3 trading days total sale of 402 million yuan. Shanghai, a person in the "gold securities" reporter Frankly, "Decoration category listed companies have been a rally, the current premium is too high." Plus the slowdown in domestic economic growth, renovation of listed companies to undertake the number of new projectsand the quality of the money are variable. And the increase in anti-corruption efforts, let the industry some people worry. "In terms of the source decoration, the company's profitability is not outstanding, the risk of accounts receivable is greater, net interest rates even less than listed companies." Financial data show that the Hong Kong-origin decoration of the end of 2011, the end of 2012, the balance of accounts receivable is 1.032 billion yuan, 1.2 billion yuan, accounting for the annual operating income ratio of 35.15%, 34.68%. "Gold securities" reporter noted that the river was created in 2011 and 2012 net interest rates of 6% and 5.32% respectively, corresponding to the original decorative net interest rate of only 3.45% and 3.82%. "Decoration industry also belongs to the engineering category, advance funds are industry rules, arrears of works is very common." So the biggest problem for such companies is money. The agency told the Gold Securities reporter frankly. At the end of 2012, the total number of river creation liabilities increased sharply to 7.915 billion yuan, and in 2011 the value was only 3.648 billion yuan. Meanwhile, corporate asset-liability ratios climbed to 63.61%, a 17% increase from the end of 2011. The huge debt has allowed the company to bear interest at 41.34 million yuan in the first quarter, up 6 times times from the same period last year. Has the pedal not light rivers to create, still have the spare power to stir up the capital burden of the harbor source adornment? As of May 31, the total amount of Hong Kong-origin decoration liabilities amounted to 1.682 billion yuan and the ratio of assets to liabilities was 67%, which was higher than that created by rivers. The price of a suspicious before the high 26.25% equity "sale" hidden in spite of the Hong Kong source Decoration Net interest rate is far inferior to listed companies, but the river was created still insist heavily "married". In January this year, the river to create the acquisition of 100% of the stake in Guizhou and Liuzhou, and then through the investment of Guizhou and Liuzhou Holdings of 12.5% of the stock, the acquisition price of 185 million yuan, the evaluation value of 152 million yuan. March, the listed company also through the river to create an exhibition to the source of decoration increase of 570 million yuan, the corresponding equity evaluation value of 521 million yuan. By allowing and increasing capital, the proportion of rivers to create shares increased to 38.75%. But the "gold securities" reporter noted that the above acquisition, the river to create the actual purchase price than the evaluation price of 82 million yuan, 1% of the corresponding cost of equity 19.48 million yuan. In July, according to the new assessment data as of 2013 5 and 31st, 26.25% Equity evaluation price of 474 million yuan, 1% equity shares, is lower than the aforementioned acquisition price. Why did the purchase price appear before the high and low situation? "Gold Securities" reporters call the creation of rivers, securities ministry said, "the acquisition of Qian Long Investment, the company has other assets." So the purchase price is higher than the valuation of the 12.5% equity. The extra money spent on capital increase is discussed with the original shareholders of the Hong Kong source decoration. "It is worth mentioning that, as the transferor of the urban construction group and natural Wangbo, has long been cash compensation." "Gold securities" reporter noted that May 2013, the distribution of the source decoration profit of 168 million yuan, 26.25% of the equity can be divided into 44.1 million yuan in cash (1% equity dividend 1.68 million yuan). And in the March, rivers were created just toHK source Decoration injected 570 million yuan in cash. Does the dividend money come from the increase? The outside world is unknown. However, the "gold securities" reporter noted that 18.06 million yuan of the acquisition price, plus the above dividends, basic and 19.48 million yuan. In this respect, the Securities ministry said that there is no dividend to deduct the purchase price. "After the equity takeover, the assessment price has come up, so the other side has not raised any additional charges." ”