Two Lu Shares Are Deeply Affected By The Sequelae Of Mergers And Acquisitions. The Performance Pledge Is Just A Legend.

In recent years, the most beautiful "boom" in the recent boom is the acquisition of the "good" performance promise of the target side to the market and the acquirer.

High commitment leads to overvalued and high valuations get high returns.

However, when mergers and acquisitions are all settled, the listed companies have found that the buyout target has not fulfilled its original commitment. When the loss is a great drag on the company's net profit, how should it be compensated? From the previous case, if the purchaser is unwilling to compensate the listed company, there is no good way for the listed company to recover part of the compensation.

1 nights,

(600807) Xinhua Lu (600735) two Lu shares suffered such embarrassment on April Fool's day.

Among them, Tianye shares completed in August last year to acquire the controlling shareholder of Tianye Group Holdings Tianye gold 90% stake, in 2014, the actual net profit attributable to 46 million 787 thousand and 400 yuan, the completion rate is only 65.08%.

Xinhua Jin had previously purchased 4 Kam Sheng hair products, Hongkong Huasheng, USA Hua Yue, Hai Chuan Jin Rong and so on. Only two companies have fulfilled their performance commitments in 2014.

Lu shares (300099), which has recently disclosed its performance bulletin, is due to the unfulfilled promise of Beijing Fuhua woo Kei Information Technology Co., Ltd. (hereinafter referred to as "Fuhua Woqi"), resulting in impairment of goodwill assets. The net profit margin attributable to shareholders of listed companies last year was only 6 million 489 thousand and 100 yuan, up 90.40% from the same period last year.

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The valuation of the underlying company calculated by the income approach is closely related to its future performance commitments.

Therefore, in order to get higher profits, the target companies often beautify their profitability.

As a listed company, the market share of the listed companies is higher than that of the listed companies.

Xu Hao, senior investment manager of a large investment company in Shandong, said.

In July 2013, Tianye shares disclosed a reorganization plan for more than half a year after the suspension. The company intends to issue shares to buy 90% stake in Tianye gold, a controlling shareholder, Tianye Group, with an estimated value of 1 billion 299 million yuan of related assets.

However, due to the decline in international gold prices and Tianye gold performance losses, the restructuring of Tianye shares is not optimistic about the market.

After several adjustments to the underlying asset valuation value, the reorganization plan was approved by the SFC in April 2014 and completed in August of the same year.

Perhaps Tianye shares did not expect that the initial doubt of the market would become a prophecy, and the embarrassment of "picking up a stone to hit one's own feet" was acquired.

Its annual report released on the evening of 1 shows that in the company's major asset restructuring, according to the profit forecast report issued by Ruihua accounting firm (hereinafter referred to as "Ruihua"), Tianye shares are expected to be merged in 2014.

It was 93 million 509 thousand and 400 yuan, but the actual net profit of the company was 71 million 521 thousand and 300 yuan, and the completion rate was 76.49%.

At the same time, Ruihua forecast Tianye gold 2014 to achieve consolidated net profit of 71 million 897 thousand and 300 yuan, but its actual realization attributable to net profit 46 million 787 thousand and 400 yuan, the completion rate is only 65.08%.

Tianye gold's Garr company expects to achieve a net profit of 19 million 73 thousand Australian dollars in 2014, while the actual completion number is 9 million 726 thousand and 600 Australian dollars, with a completion rate of 51%.

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In addition, according to the evaluation report issued by Shandong Xinguang trust accounting firm, Garr's mining rights are calculated according to Tianye Group's 90% equity ratio, and the projected net profit of its target mineral rights in 2014 is 15 million 46 thousand and 500 Australian dollars.

Based on the April 30, 2013 Australian dollar exchange rate, the estimated value of the mineral rights in the year of 2014 was 96 million 359 thousand and 300 yuan, but the actual number was 67 million 890 thousand and 900 yuan, and the completion rate was 70.46%.

For the reasons for the failure of the profit forecast, Tianye gold indicated that, first, the decline in international gold prices led to a decline in product sales revenue; secondly, the hardness of the Garr mining company exceeded the expected result in the reduction of equipment treatment efficiency; thirdly, the exchange rate fluctuations and the power failure in the Western Australian power grid also affected the company's revenue.

As for Xinhua, its acquisition of us China Vietnam failed to meet its standards, which was affected by exchange rate fluctuations.

In 2012, Xinhua Jinhua issued a shares to Shandong Hai Chuan Holdings Limited (hereinafter referred to as "Hai Chuan Holdings") at a price of 11.41 yuan / share, and purchased 38.41% of its stake in Hua Hua, which is worth 69 million 165 thousand yuan.

At that time, the profit making commitment of the US China Vietnam was that the total net profit of the company from 2012 to 2014 totaled 10 million 344 thousand and 800 US dollars, which was converted to 65 million 181 thousand and 600 yuan at the time of the restructured exchange rate.

However, due to exchange rate fluctuations, the total profit of the US China Vietnam in the past 3 years has totaled 10 million 473 thousand and 100 US dollars, but it is only 64 million 771 thousand and 500 yuan, which has not achieved the achievement target.

For the failure to fulfill the commitments, Tianye shares chairman and general manager of the management said in an apology letter, the management of the company made a more optimistic judgement on the international economy, the future of the gold industry and the company's operation in 2014.

"The management of the company will further improve the team building of Ming Garr company and improve the efficiency of mining and mineral processing.

And strengthen cooperation with futures financial companies to effectively eliminate the risks of gold prices and exchange rate fluctuations.

The accounting firm, Ruihua, Shandong Xinguang letter, the independent financial adviser and sponsor of CITIC Securities, and the Tongcheng asset appraisal company of the asset appraisal agency also sent apology letter to Tianye equity investors.

However, for investors, it is not enough to just apologize.

According to the reorganization plan, the predicted net profit of the target mineral rights in 2014 to 2017 is 96 million 359 thousand and 300 yuan, 110 million yuan, 171 million yuan and 134 million yuan respectively.

If the performance is not up to standard, Tianye Group shall make full compensation for the shares of the listed company subscribed in the paction.

Whether the compensation scheme can be carried out is still to be observed.

As for the Xinhua brocade, which is "framed" by the exchange rate, according to the formula stipulated in its compensation agreement, Hai Chuan holdings should compensate the number of shares or 38 thousand and 100 shares of the shares without giving any compensation.

At present, Xinhua brocade intends to apply for part of the compensation shares will continue to lock up, and do not have the right to vote and do not enjoy the right to dividend distribution.

In addition, the board of directors of the company has requested the shareholders' meeting to approve the company's repurchase at 1 yuan and write off the shares of the company.

"The repurchase company is still communicating with its subsidiaries," said Xin Qiang, director of the Xinhua Publishing House.

If the implementation of the repurchase, will indeed cause some losses to the company.

Later, when considering the acquisition of foreign assets, the company will take into account the currency of the two sides' agreement.

The risk of exchange rate will also be avoided by international customary methods.

In fact, in the face of unbearable "Li Zi", "deceived" listed companies want to safeguard their own interests and small and medium investors, so it is not easy to recover losses.

In December 9, 2011, it introduced a restructuring plan to acquire Jinli Technology (002464) of Yu Han photoelectric 100% by paying cash and issuing shares. In January 20th this year, it announced that Yu Han optoelectronics only completed its performance commitments in 2011 and 2012, and the performance commitments in January 20th were not realized.

To this end, Yu Han photoelectric has filed a legal action and the court has accepted, and has handled the freezing of Yu Han photoelectric shareholders before the Kang Quan (Shanghai) holding 6 million 659 thousand and 300 shares of the company's registration procedures.

In the restructuring plan, the former shareholder of kanghan optoelectronics, Kangquan investment and Kangquan (Shanghai), had promised that the original shareholders would compensate for the shares and cash they had subscribed to if they had not reached the promise.

"Now that it has passed more than a year since the end of 2013, Jinli Technology has chosen to publish the lawsuit at this time, which means that the two sides have no communication in private communication.

Analysis of the industry.

"From past cases, if the target party is unwilling to compensate, there is no good way for a listed company to recover part of the compensation."

Xu Hao said.

Liu Xiaodan, President of Huatai joint securities, believes that many so-called "market value management" of many listed companies in 2014 was pursuing the short-term stock price increase and blindly purchasing hot topics.

Predictably, there will be many companies in 2015.

If we fail to achieve the target, gambling will not be realized, and the sequela of integration will begin to appear.

At present, many companies have been faced with many problems due to the pursuit of short-term stock prices and the blind mergers and acquisitions.

Mergers and acquisitions performance is not up to standard, the original good promises can not be realized, and many problems left behind after the company's comprehensive integration began to burst out, all of which made the company's policymakers feel a headache.