Two shareholder assets left hand for right hand and crystal science and technology reorganization by the suspicion of interest transport

Cost 210 million yuan "net" and Crystal technology (300279. SZ), its premium nearly 7 times times the acquisition inevitably has "suspicious" suspicion. June 10, and Crystal Technology issued the "issue shares and pay cash to purchase assets and raise supporting funds and related transactions report (draft)" (hereinafter referred to as the draft). According to the draft, and Crystal Technology to Gu Qun, Zhang Yang and Chang to issue shares and pay cash to buy its own Wuxi Zhongke new Rui System Integration Co., Ltd. (hereinafter referred to as "new Rui") 100% of the equity, the transaction price of 210 million yuan. He Jing Technology must issue 8.9091 million shares to the counterparty and pay 63 million yuan in cash. Zhongke New Rui belongs to the network of things industry companies. According to the provisions of the reorganization method, this transaction constitutes a major asset reorganization. However, it is noteworthy that the second largest shareholder of Zhang is also the second largest shareholder of the crystal Technology, and crystal technology This acquisition of the new Swiss value-added rate as high as 667.36%. Compared to the other two listed companies, Tatsu-China Intelligence (002512). SZ), Rongzhilian (002642. SZ) in the 2013-2015-year acquisition of the acquisition of Internet companies, the purchase price-earnings ratio, and crystal technology the acquisition of the Sino-Swiss new Rui earnings ratio is significantly higher. There are market investors questioned, the company's acquisition to two shareholders Zhang Yang transmission of the interests of suspicion. Two shareholder assets "left hand" for "right hand" and crystal technology the proposed acquisition of the Sino-Swiss new Rui is mainly engaged in intelligent engineering, system integration products and systems maintenance and technical services business. At present, the client covers all kinds of enterprises and institutions in the government, education, medical and other industries, the main business areas include Digital campus, hospital information System, digital security system, building automatic control system, etc., involving intelligent medical, intelligent security, intelligent building, smart campus and other things networking applications industry. Data show that from 2012 to 2014 the first quarter, the business income of the new Rui to achieve 91.7139 million yuan, 102 million yuan, 19.3765 million yuan, the net profit is 5.7063 million yuan, 11.8427 million yuan, 3.3647 million yuan respectively. A brokerage analyst told reporters that and crystal technology to choose the way to acquire assets to enhance the company's profitability, and its listing after the decline in performance is closely related. He Jing Technology is mainly engaged in the development, production and sales of intelligent controller for white home appliances. From 2008 to 2010, the net profit attributable to the owner of the parent company was 8.5957 million yuan, 14.7476 million yuan and 30.9367 million yuan respectively. 2011, the company realized the ownership of the listed company's shareholders net profit of 35.5596 million yuan. From the above data can be seen, between 2008 to 2010, and Crystal Technology attribution to the owner of the parent company's net profit showed a sharp upward trend. In 2011, the company's performance growth slowed. 2011 years later, and Crystal technology performance began to go downhill. Data show that 2012, the company to achieve ownership of the listed company's shareholders net profit of 18.4674 million yuan, down 48.07%. 2013, the company's data for 17.6928 million yuan, down 4.19% year-on-year. In terms of asset consolidation, and Crystal technology in its 2013 annual report, in the aspect of capital development, in order to enhance the core competitiveness and continuous profitability, the company actively seeks the opportunity of industrial chain integration during the reporting period, and attempts to restructure the major assets, although the objective reasons have not been implemented smoothly, the merger and reorganization is a long-term strategy of the company, The company will resolutely implement this strategy if it has the right targets and opportunities in the future. and the acquisition and He Jing Technology two shareholder Zhang Yang has a great relationship. The draft shows that Zhang holds a 12.5% per cent stake in Crystal Technology and will hold a 14.34% per cent stake after the deal is completed. He Jing Science and Technology 2013 annual report shows that Zhang Yang owns 15 million shares, the company's second largest shareholder. At the same time, Zhang Yang holds a 46% per cent stake in the Sino-Swiss Division, which is the second largest shareholder of the new Swiss. At the same time, Zhang not only as a director of Crystal Science and technology, but also as deputy general manager of the new Rui. Some investors said, and crystal technology of the acquisition, Zhang Yang also profited quite a lot. According to the purchase price of 210 million yuan, Zhang Yang holds 46% of the equity of the Sino-Swiss new Rui and the corresponding price is 96.6 million yuan. According to the data, when the new Rui was established in 2001 years, Zhang Yang invested 586,500 Yuan; 2003, its 642,600 yuan to obtain the transfer of some shares of Jiangsu Branch, the amount of its contribution into 1.2291 million yuan; In 2004, Zhang Yang will hold 1.97% of the equity transfer to Chang, the amount of its contribution reduced to 1.17 million yuan; 2006, Zhang Yang to the Sino-branch new Rui Increase Capital 11 70,000 Yuan in 2009, Zhang Yang from the Chang hand to buy 120,000 yuan, at the same time its increase of 3.06 million yuan to the company, to this point, the new Swiss capital of the total amount of 5.52 million yuan. "From the above data can be seen, Zhang Yang holds 46% of the equity cost of 5.52 million yuan, and the acquisition of its stake in the corresponding value of 96.6 million yuan, book profit of 91.08 million yuan, book profit margin of 16.5 times times." A market person told reporters that Zhang the assets from the "left hand" to the "right hand" action is "quite cost-effective." High premium acquisition and Crystal Technology This acquisition of assets, so that the company's second largest shareholder Zhang Yang Wealth, and the acquisition of higher prices also have a close relationship. According to the "Asset appraisal Report" issued by the Zhongtian assessment, on the basis of March 31, 2014, under the premise of continuous operation, the net worth of the audit of the Sino-new Swiss credit is 27.5722 million yuan, which is attributable to the shareholders of the parent company. The value of net assets after the use of the income method is 212 million yuan, the value-added amount is 184 million yuan, and the value-added rate is 667.36%. The net profit of New Rei 2013 is 11.8427 million yuan. Trade mutual commitment, the New Rei 2014, 2015 and 2016 to achieve the deduction of non-recurrent profit and loss after the net profit is not less than 1650 Million, 19 million yuan and 22 million yuan. In accordance with the acquisition price of 210 million yuan, and the Crystal Technology acquisition of the 2013-2015-year three-year acquisition of the Sino-Swiss earnings ratio is 17.73 times times, 12.73 times times, 11.05 times times respectively. And the same acquisition of the internet industry companies, Dahua Intelligence and RONGZHIFA joint acquisition of assets is much cheaper. June 2013, Dahua intelligent Release Bulletin said, the company intends to acquire the Internet industry company Fujian New East Network Technology Co., Ltd. (hereinafter referred to as "new East Net") 100% equity, the transaction price of 443 million yuan, the evaluation of value-added rate of 400.24%. According to the new East net 2013-2015 years after the deduction of the non-recurrent profit and loss of the net profit should not be less than 36 million yuan, 41.4 million yuan, 47.6 million yuan performance commitment calculation, the same period, Dahua Intelligent purchase of the new East network of the purchase price earnings ratio of 12.3 times times, 10.7 times times, 9.31 times times. Similarly, the company, another listed company, acquired a lower p/E earnings ratio in 2013. In November 2013, Rongzhifa announced the issuance of shares purchase assets and major assets reorganization report (revised version) shows that the company intends to buy 573 million yuan Beijing Car Network Interconnection Technology Co., Ltd. (hereinafter referred to as "Car Network Interconnection") 75% equity, value-added rate of 368.2%. The main business of vehicle network is to provide the whole solution of remote Management Information service to vehicles or other mobile resource objects based on mobile Internet and IoT technology. Transaction commitment, 2013-2015 years, vehicle network interconnection deduction of non-recurrent profit and loss attributable to the parent company's shareholders of the net profit should be no less than 62.76 million yuan, 83.12 million yuan, 109 million yuan. According to the 75% equity calculation, the corresponding net profit of the Rongzhifa 75% equity is 4707 yuan, 62.34 million yuan and 81.825 million yuan respectively, and the corresponding purchase price/earnings ratio is 12.17 times times, 9.19 times times, 7 times times respectively. The securities analyst told reporters that the comparison of the Alliance and Dahua Intelligent Acquisition, and Crystal Technology acquisition of the Sino-Swiss New Year's purchase price-earnings ratio is significantly higher. It is noteworthy that the main product income of the new Rui is intelligent engineering, System products and system maintenance and technical services, of which, from 2012 to the first quarter of 2014, the income of the Intelligent project is 43.1423 million yuan, 57.2051 million yuan, 7.4661 million yuan, The proportion of sales revenue is 47.04%, 56.01%, 38.53% respectively. During the same period, the gross profit margin of the intelligent engineering business was 14.35%, 22.94% and 23.63% respectively during the reporting period. For the reason of the low gross profit margin of the intelligent Project 2012, the draft said that the lower gross profit margin of the New Rei 2012 Intelligent Project was due to the attempt to penetrate the power industry and to clients Guo Dian Nan Rui Technology Co., Ltd. undertook a low margin project, The income of the project accounted for the proportion of business and other types of income in the year 75.34%, thereby pullingLower the overall gross profit margin of this kind of business. After the suspension of the type of project, the overall gross profit level of the intelligent project returned to normal. For the above reasons, the weighted average gross profit margin of the enterprise and other projects adopted by the evaluation agency in the forecast eliminated the special factor. In this respect, some market participants said that the above factors are not a special factor, the management of the Sino-Swiss company's investment decision-making caused by the normal business situation, and the evaluation agencies in the forecast of enterprises and other types of projects used in the weighted average gross profit margin to eliminate this particular factor is not appropriate, The purpose of this is nothing more than to make the performance forecasts of the New China branch to increase the evaluation price, and then improve the asset acquisition price, there is a clear interest in the transmission of suspicion.