Hai Lan's Home Business Performance Growth Decline, Profit Forecast Is Now Strange Curve.

The SFC rejected IPO of Hai Lan's home as a result of "poor independence caused by related transactions". After a year and a half, the main men's clothing company opened up a new path to borrow the technology of Keno technology at a price of four times the assets valuation premium. The company's assets valuation scale is even higher than the expected IPO market value of about 30%.

In August 31st, keno technology disclosed the restructuring plan. The company intends to increase the 100% stake in Hai Lan's home by 3.38 yuan, the consideration price is 13 billion yuan, the acquisition premium is as high as 4.08 times. Meanwhile, the company's largest shareholder, Jiangyin third fine wool spinning Co., Ltd. (hereinafter referred to as "Jiangyin three worsted") will take all the shares held by Keno Technology (151 million shares, 23.29% of the total share capital), and transfer to Hai Lan group at 509 million yuan, with a price of 3.38 yuan per share. After the completion of the transaction, Hai Lan's home will be backdoor listed. The controlling shareholder and actual controller of Keno technology will also be changed to Hai Lan group and Zhou Jianping.

It is worth noting that if the reorganization is implemented, it will be trapped in the sea at that time. IPO's PE funds will be very happy. Only 3 of the total amount of floating assets in the field will be close to 2 billion yuan, and the net profit will be 129 times the highest. What is fishy is that behind this "Banquet", Jiangyin's three worsted goods are transferred to Hai Lan group with a total price of only 2.74% higher than the net assets of Keno technology.

　　 Implementation of backdoor listing transactions exceed IPO expectations

According to the restructuring plan, keno technology intends to add 3 billion 846 million shares to 7 shareholders of Hai Lan home, the fixed price increase is 3.38 yuan, and the corresponding purchase price of Hai Lan's home 100% stake is 13 billion yuan. Due to the fixed increase and the transfer of all the shares from Jiangyin three worsted to Hai Lan group, the restructuring of Houhai Lan group will hold a 39.31% stake in the listed company and share 69.27% of the shares with the concerted action Rongji International (Zhou Jianping's daughter Zhou Yanqi sole proprietorship). Zhou Jianping will become the actual controller of kno technology.

　 The highest profit is 129 times, and 4 PE accounts earn more than 2 billion yuan.

As a matter of fact, the original shareholders of Hai Lan's home launched tough earnings forecasts. Instead, they highlighted the need for PE to quit after IPO was denied. And the backdoor listing will make the 3 PE of the field get the highest book income.

According to the earlier prospectus of Hai Lan home, as of March 2012, the company had 8 shareholders, including 4 leading PE funds, such as China Star Group, Xin Fangjia and so on. However, after the company's IPO was rejected, in July 22, 2012, Xin Fang transferred all the 2% shares to Hancan group for 130 million yuan, and declared it withdrew. According to public information, Xin Fangjia has successfully won the IPO of Kuan Hong, Qi Xiang, Tengda (12.61, -0.56, -4.25%) and other companies. Its investment cost at Hai Lan's home is 30 million yuan, which is the most expensive PE fund per share at IPO. The immediate reason for the withdrawal is whether the company's IPO is profitable or 3.33 yuan, or 100 million yuan.

And the remaining star group, Wan Cheng Asia Pacific and Zhi Dong investment finally waited until this Hai Lan home borrowed shell Keno technology. New express reporter statistics show that 3 PE holds 9%, 5% and 1% stake in Hai Lan's home, the cost is 9 million 868 thousand and 700 yuan, 30 million 859 thousand and 500 yuan and 1 million yuan respectively (the RMB exchange rate has been converted to the Hong Kong dollar exchange rate), and if the increase is made, the book value of the fixed price increase will reach 1 billion 170 million yuan, 650 million yuan, 130 million yuan respectively, and the book yield is 117.18 times, 117.18 times, and times of destruction. Compared to Hai Lan's home, it has to lock for one year after backdoor borrowing. Such a high yield has naturally made the risk of shareholding of almost all PE funds almost zero. (author notes, Wan Cheng Asia Pacific and Xin Fang Fang both joined the stock market in August 13, 2009, but the latter cost is 1.43 times higher than the former, and there is a phenomenon of different prices in the same stock. )

In addition to PE funds, Zhou Jianping's daughter Zhou Yanqi has more than 100 times the book balance. Her Rongji international has a 35% stake in Hai Lan's home at 38 million 280 thousand and 600 yuan. The book value of the reorganization is 4 billion 550 million yuan and 4 billion 512 million yuan.

　　 Who is busy working hard? State owned shareholding for 6 years, the rate of return is only 13%.

No matter when the PE funds were introduced, or the family members, Zhou Jianping and Hai Lan's home provided a very substantial return in the restructuring plan. But the other side of the restructuring, the national capital Jiangyin three worsted, shows a rather cold look.

In December 11, 2007, Kenneth technology disclosed a prompt announcement of major shareholder changes. It said Hai Lan group "commissioned the Jiangyin three worsted management to concentrate on its main business and reduce its impact on keeno technology". 12.81% of the 41 million 413 thousand and 900 Kenneth technologies (accounting for 12.81% of the total capital of Keno) were voluntarily entrusted to the management of the three Worsted Goods. Due to the restriction of the ban treaty at the time of the split share trading, the two sides agreed to limit the sale to the end of the sale, that is, the three spinning in Jiangyin paid 248 million yuan to the entrusted shares. After the completion of the transaction, Jiangyin three worsted technology 75 million 289 thousand and 200 shares, accounting for 23.29% of the total share capital of the company, became the largest shareholder. The actual controller of Keno technology was changed to Jiangyin Xinqiao Town government accordingly. The share transfer was completed in August 12, 2010. Due to the implementation of "10 to 10" in 2008, Jiangyin's three worsted share was changed to 151 million shares, and has never been increased or reduced. According to this calculation, the cost per share of Hai Lan group at that time was 3 yuan per share.

The sudden shift of shareholding status to state assets has nothing to do with sprinting IPO at Hai Lan's home. According to the disclosure of Hai Lan's home prospectus, in October 2007, the company officially changed to a joint stock company and moved towards IPO. However, the home of Hai Lan has not completely ignored its relationship with Keno technology. The main reason for the rejection by the SFC last year is the lack of independence.

After the IPO was denied, Hai Lan's home chose to borrow the technology of Keno, and the latest restructuring plan, directly from the three worsted of Jiangyin, bought all the shares of the latter, making a price of 509 million yuan, that is, the purchase price per share was 3.38 yuan.

It should be emphasized that the transaction is not directly based on the pricing of the acquisition of Hai Lan's home by Keno technology, but based on the valuation of Keno technology. The announcement shows that at the end of the first half of this year, the net assets per share of Keno technology were 3.29 yuan. According to this calculation, the price per share of Hai Lan group's acquisition of state owned shares is only 2.74% higher than the net assets of the listed companies. The shares that were transfered at the time of the three spinning in Jiangyin were only 12.67% after 6 years of shareholding, which is a strong inverse proportion to the valuation premium of Hai Lan's family, which is more than 4 times. At the home of Hai Lan's home, a very optimistic forecast has been given. Why would Jiangyin three worsted be willing to sell all the cheap chips at this time? In fact, even if we continue to hold shares, the Jiangyin three worsted is not enough to shake Zhou Jianping's controlling position after the reorganization. All kinds of weird news will continue to pay attention to this newspaper.

In addition, after the reorganization, Zhou Jianping and his concerted action will hold 69.27% of the listed company's shares, which has already met the requirements stipulated in the securities law, and more than 30% should be issued to all shareholders of the listed company. Until the deadline, relevant tender offer announcement has not yet been disclosed. The restructured financial adviser and the first sponsor of Hai Lan's home were the Huatai joint securities company. Zhao Yuanjun, who was a member of the restructuring project group, signed the signature on behalf of IPO.

In fact, the acquisition price far exceeds the expected market value of Hai Lan's home in March 2012 at IPO. According to the prospectus at the time of Hai Lan's home, the company intends to issue 49 million shares and raise 1 billion 63 million yuan. According to this calculation, the issuing price of the company is 21.70 yuan, which corresponds to the total market value of 10 billion 612 million yuan after issuance. In contrast, the price of Keno technology is 22.50% higher than that of IPO. According to the disclosure, the assessment price of the Hai Lan home is 13 billion 489 million yuan, and the appreciation rate is up to 408%. If the asset appraisal price is calculated, it is 27.11% higher.

However, objectively speaking, after the acquisition of Hai Lan's home by Keno technology, the valuation was low. In the first half of this year, net profit and end net assets of Keno technology were 80 million 606 thousand and 100 yuan and 2 billion 130 million yuan respectively, with the stock price of 3.10 yuan before the suspension, corresponding dynamic price earnings ratio and net market rate were 12.43 times and 0.94 times respectively. In the first half of this year, the net profit and net assets of Hai Lan's home were 671 million 704 thousand and 200 yuan and 2 billion 655 million yuan respectively. According to this table, the dynamic price earnings ratio of listed companies will be reduced to 9.26 times after the reorganization is completed, and the net market rate will be pushed up to 2.91 times. In the reorganization plan, the explanation for the high net market rate is that the business mode of Hai Lan's home will be clothing The production and transportation links are all outsourced, so a smaller profit scale can be achieved.

　 Earnings growth is down, earnings forecast is now weird.

It is worth noting that the 7 shareholders of Hai Lan's family have promised that the net profit of Hai Lan's home from 2013 to 2015 will not be less than 1 billion 212 million yuan, 1 billion 470 million yuan and 1 billion 707 million yuan respectively. According to this calculation, the net profit of Hai Lan's home in the next three years increased by 41.92%, 21.29% and 16.12%, respectively.

Interestingly, combined with the earlier prospectus of Hai Lan's home, from 2010 to 2012, the company's store performance (net profit from each store) was 348 thousand and 500 yuan, 365 thousand and 300 yuan and 357 thousand and 300 yuan respectively, that is, last year, even 2.19% of the year-on-year decline. However, according to Hai Lan's home, the number of stores at the end of 2013 to 2015 is 2759, 3132 and 3344 respectively, and the corresponding net profit forecasts should be 439 thousand and 300 yuan, 469 thousand and 300 yuan and 510 thousand and 500 yuan per household.

This strange performance curve will no doubt be challenged by the reality of the industry. According to flush (25.100, -2.12, -7.79%) iFinD data statistics, in the first half of this year, the overall net profit of the 11 main men's clothing companies continued to decline year-on-year, with an annual decline of 6, and only 3 showed double-digit year-on-year growth. Of the 6 listed companies that have disclosed their performance forecasts, 4 have three quarterly reports. Behind this downturn, what is highlighted is the overall macroeconomic inefficiency and the rapid rise of e-commerce. And what is the optimism of Haisan's family, which is highly dependent on entity store operation and proud of its assets?