Shun network technology mergers and acquisitions restart

Absrtact: [Investors should be glad not to be carried out in accordance with the 2011 disclosure of the draft, after a high premium acquisition asset quality is not satisfactory will have a bad impact on listed companies. ] More than three years since the listing, Shun Network technology (300113.SZ) has been busy with a merger.

["Investors should be glad not to be carried out under the 2011 disclosure of the draft, the quality of assets after a high premium acquisition will have a bad impact on listed companies." ” ]

More than three years since the listing, Shun Network technology (300113.SZ) has been busy-mergers and acquisitions. Recently, shun network technology again issued a takeover announcement, a year ago announced the termination of the acquisition of the three companies again into view.

Although on the surface, shun net technology This acquisition can be picked up a cheap, relative to a year ago, almost half the price, but the acquisition of the target performance is not up to expectations and profitability decline, more investors worried.

Restart mergers and acquisitions in one year

With a large number of super funds in the Shun network technology has been looking for a suitable target, but in the capital market is not rich can find suitable targets. A year ago after the end of the merger, the recent release of the programme resolution to buy the previous three companies.

Last weekend Shun network Technology bulletin said, in order to enhance the company in the Internet Café Management system, network gaming platform, online game design and development of business strength, the company decided to acquire Shanghai New Hao Art Software Co., Ltd. (hereinafter referred to as "New Hao Yi"), Shanghai Bo Software Co., Ltd. (hereinafter referred to as "Bo Software") and Shanghai Linck-FEI Advertising Co., Ltd. (hereinafter " Linck ") 100% of the equity, the acquisition price of 233 million yuan.

According to shun network Technology bulletin, the new Hao Yi mainly engaged in internet cafes channel entertainment platform and the management and billing system for the design, development and sales, is currently one of the leading Internet café software suppliers, its products cover the mainstream of the national Internet cafes market. Send Bo software is mainly engaged in network security product design, development and sales, and in accordance with the specific needs of users, targeted development of hardware and software solutions. And Linck is mainly engaged in based on the new Hao Yi introduced the Internet café Billing and entertainment platform software advertising operations and sales operations.

Shun NET technology This acquisition is not unfamiliar to investors in a-share market. As early as two years ago in 2011, shun net technology once wanted to buy the above three companies 100% equity. Just according to the then announcement, shun net technology in the year to acquire the asset price total was assessed as 480 million yuan, of which the cash price of 316 million yuan.

But let the market has not material, on October 26, 2012, Shun network Technology issued a notice that, since the major asset reorganization, because the transaction itself lasted longer, market conditions and new Hao arts business strategy has changed, the existing trading scheme is not suitable for further advancement. By the new Hao art written confirmation, the company to protect the interests of the majority of shareholders, after careful consideration, decided to terminate this major asset reorganization transactions.

The price halved behind

Shun net technology last October, the termination of the acquisition plan, and the resumption of a year later, the price of mergers and acquisitions from 480 million yuan to 233 million yuan. But looking at the data found that the discount is the underlying corporate performance is not up to expectations and profitability decline.

In accordance with the 2011 technology release of the acquisition of the draft, New Hao Arts assets in total 27.6632 million yuan, attributable to the parent company's net profit from 2009 's loss of 1.5428 million yuan into 3.6083 million yuan; Linck the advertisement 2010 year assets total 94.2393 million yuan, belongs to the parent company owner net profit to fall to 13.3503 million yuan compared to 2009; Piper Software 2010 Assets Total 1210 .410,000 Yuan, the net profit attributable to the owner of the parent company also fell to 3.2885 million Yuan Year-on-year. By this calculation, the total net profit of the three companies in 2010 was 20.2471 million yuan.

The acquisition of the target company has made a performance pledge that the 2011 annual goal of the company's net profit (excluding Non-recurrent profit and loss, the same below) is not less than 29.8523 million yuan, 2012, the target company's net profit is not less than 41.1911 million yuan, 2013 of the target company's net profit is not less than 49.7468 million yuan

And from the latest acquisition report of Shun network technology found that the new Hao Art 2012 only to achieve a net profit of 1.67 million yuan, the first half of this year or even a loss of 3.55 million yuan; Linck in 2012 to achieve net profit of 16.13 million yuan, the first half of this year net profit of 6.7 million yuan; the net profit in 2012 , net profit was only 120,000 yuan in the first half of this year. In this calculation, the three companies in 2012 to achieve net profit of only 23.52 million yuan, only 2011 of the draft performance commitment of 57%, and in the first half of this year is more severe.

It is not hard to see that the three companies listed above have not been profitable in recent years as fast as expected in the previous draft, "which is also a key reason why the price of a restart is cheaper in a year's time." "Investors should be glad that shun net technology has not been implemented under the 2011 draft, and that the quality of the asset is not as good as it would have had a bad effect on the performance of the listed companies," said a senior executive at the first financial daily. ”

From the latest bulletin of Shun net technology is not difficult to find, shun net technology acquisition of the previously wanted assets, the acquisition of the target companies also become more cautious. The above three company management agreed to buy 12 million yuan shun net technology stock, and voluntarily in China Securities Registration and Settlement Co., Ltd. Shenzhen Branch lock, the locked stock unlock time for the stock pledge to complete the date of 12 months, 24 months, 36 months, the unlock ratio is 50%, 30%, 20%.

According to the latest performance commitment, the above three management commitment to the target company 2013 approved by the parties, with the Securities and futures practitioners qualified accounting firm audit of the net profit is not less than 25 million yuan. If the net profit does not meet the promised performance, the company will deduct the fourth right price directly. If the fourth issue of equity transfer is not sufficient to compensate, the target company management should be further cash compensation, or the company has the right to the management of the shares purchased in advance of the pledge, the target company management to sell shares for cash compensation.